Charlie Finance Co. Terms of Use Agreement

Last Updated: June 22, 2020

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY.  THIS WEBSITE AND ANY OTHER WEBSITES OF COMPANY, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY CHARLIE FINANCE CO. (“CHARLIE,” “WEORUS”).  THIS TERMS OF USE GOVERN THE USE OF OUR WEBSITE LOCATED AT www.hicharlie.com (“WEBSITE”) AND THE USE OF THE PROPRIETARY, CONVERSATIONAL, ARTIFICIAL INTELLIGENCE-POWERED CHARLIE MESSAGING APPLICATION (THE “BOT”), WHICH IS MADE AVAILABLE TO YOU VIA OUR MOBILE APPLICATION (THE “APPLICATION”) (THE WEBSITE, THE BOT AND THE APPLICATION ARE COLLECTIVELY REFERRED TO AS THE “COMPANY PROPERTIES”) AND APPLIES TO ALL USERS VISITING THE WEBSITE BY ACCESSING OR USING THE WEBSITE IN ANY WAY, OR ACCESSING OR USING OUR BOT OR APPLICATION, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE, BOT OR APPLICATION (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”).   BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, USING THE BOT, OR DOWNLOADING OUR APPLICATION, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH CHARLIE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

THE SERVICES OFFER USERS PERSONAL FINANCE MONITORING AND RECOMMENDATIONS AIMED AT IMPROVING YOUR OVERALL FINANCIAL HEALTH.  THESE SERVICES INCLUDE, BUT ARE NOT LIMITED TO, MONITORING FOR POTENTIAL UNWANTED AND UNAUTHORIZED CHARGES ON CREDIT CARD ACCOUNTS, BANK ACCOUNTS, AND OTHER FINANCIAL ACCOUNTS SPECIFIED BY YOU (THE “USER ACCOUNTS”).  AS A PART OF THE SERVICES WE MAY PROVIDE LINKS TO, AND/OR RECOMMEND, SERVICES THAT ARE PROVIDED BY THIRD PARTIES (“THIRD PARTY VENDORS”) AND FOR WHICH WE MAY RECEIVE A COMMISSION OR PAYMENT.  

CHARLIE MAY ENGAGE WITH ENTITIES TO PROVIDE US WITH FINANCIAL ACCOUNT AGGREGATION SERVICES (“FINANCIAL SERVICES PROVIDERS”).  WE MAY PASS YOUR FINANCIAL INSTITUTION CREDENTIALS, YOUR FINANCIAL INSTITUTIONS’ NAME AND YOUR CREDIT AND/OR DEBIT CARD NAMES (THE “ACCOUNT CREDENTIALS”) THAT YOU PROVIDE TO US TO THESE FINANCIAL SERVICES PROVIDERS, AND THEY MAY STORE SUCH INFORMATION  IN ACCORDANCE WITH THEIR SECURITY AND PRIVACY PRACTICES IN ORDER TO PROVIDE SERVICES.

PLEASE BE AWARE THAT SECTION 17 OF THE TERMS OF USE, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THE TERMS OF USE.

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY COMPANY IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Charlie will make a new copy of the Terms of Use available at the Website and within the Application and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website or within the Application.  We will also update the “Last Updated” date at the top of the Terms of Use.  If we make any material changes, and you have registered with us to create an Account (as defined in Section 2.1 below) we will also send an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement.  Any changes to the Agreement will be effective immediately for new Users of the Company Properties and/or the Services and will be effective thirty (30) days after posting notice of such changes on the Website or through the Services for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or through the Services or thirty (30) days after dispatch of an e-mail or a message sent through our Bot which notifies our Registered Users of such changes (defined in Section 2.1 below).  Company may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, the Application and/ or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Company Properties and/or the Services.  Otherwise, your continued use of the Website, the Application and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE COMPANY PROPERTIES AND THE SERVICES TO VIEW THE THEN-CURRENT TERMS.


1.    USE OF THE SERVICES AND COMPANY PROPERTIES.  The Company Properties,  the Services, and the information and content available on the Company Properties and the Services (as these terms are defined herein) are protected by copyright laws throughout the world.  Subject to the Agreement, Charlie grants you a limited license to reproduce portions of Company Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Company in a separate license, your right to use any and all Company Properties and Services is subject to the Agreement.

  1. 1.1     Application License.     Subject to your compliance with the Agreement, Charlie grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.  Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

  2. 1.2     Charlie Software.     Use of any software and associated documentation, including the Bot but not  the Application, that is made available via the Services (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website page(s) accompanying the Software.  These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed.  You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement.  At no time will Charlie provide you with any tangible copy of our Software.  Charlie shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation.  For the purposes of this section, tangible media shall include, but not be limited to, any tape, disk, compact disk, card, flash drive, or any other comparable physical medium.  Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis.  If there is any conflict between the Agreement and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes.  If no license agreement accompanies use of the Software, use of the Software will be governed by the Agreement.  Subject to your compliance with the Agreement, Charlie grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Agreement.  Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.

  3. 1.3     Updates.     You understand that Company Properties are evolving.  As a result, Charlie may require you to accept updates to Company Properties that you have installed on your computer or mobile device.  You acknowledge and agree that Charlie may update Company Properties with or without notifying you.  You may need to update third-party software from time to time in order to use Company Properties.

  4. 1.4     Certain Restrictions.     The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Company Properties or Services, any portion thereof, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Company Properties (including images, text, page layout or form) of Company; (c) you shall not use any metatags or other “hidden text” using Charlie’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Company Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Company Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (g) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Company Properties. Any future release, update or other addition to Company Properties shall be subject to the Agreement.  Charlie, its suppliers and service providers reserve all rights not granted in the Agreement.  Any unauthorized use of any Company Property terminates the licenses granted by Charlie pursuant to the Agreement.

  5. 1.5     Third-Party Materials.     As a part of Company Properties, you may have access to materials that are hosted by another party.  You agree that it is impossible for Company to monitor such materials and that you access these materials at your own risk.

2.    REGISTRATION.

  1. 2.1     Registering Your Account.     In order to access certain features of Company Properties you may be required to become a Registered User.  For purposes of the Agreement, a “Registered User” is a User who has registered an account on the Website (“Account”), or has a valid account on the social networking service (“SNS”) through which the User has connected to the Services (each such account, an “SNS Account “).

  2. 2.2     Access Through a SNS.     Charlie may offer certain features or services within the Services that are provided by an SNS.  For example, Charlie has partnered with Facebook so that our Bot is able to communicate with you through the Facebook Messenger application.  Except as expressly set forth in this Agreement, your use of such features or services will be governed by this Agreement. If you access the Company Properties through an SNS as part of the functionality of the Company Properties and/or the Services, you may link your Account with SNS Accounts, by allowing Company to access your SNS Account, as is permitted under the applicable terms and conditions that govern your use of each SNS Account.  You represent that you are entitled to disclose your SNS Account login information to us and/or grant us access to your SNS Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable SNS Account and without obligating Charlie to pay any fees or making Charlie subject to any usage limitations imposed by such third-party service providers.  By granting Charlie access to any SNS Accounts, you understand that Charlie may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through Company Properties (collectively, “Content”) that you have provided to and stored in your SNS Account (“SNS Content”) so that it is available on and through Company Properties via your Account.  Unless otherwise specified in the Agreement, all SNS Content shall be considered to be Your Content (as defined in Section 3.1) for all purposes of the Agreement.  Depending on the SNS Accounts you choose and subject to the privacy settings that you have set in such SNS Accounts, personally identifiable information that you post to your SNS Accounts may be available on and through your Account on Company Properties. Please note that if an SNS Account or associated service becomes unavailable or Company’s access to such SNS Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through Company Properties.  PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE SNS PROVIDERS ASSOCIATED WITH YOUR SNS ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SNSs, AND CHARLIE DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH SNS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SNS ACCOUNTS.  Charlie makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Charlie is not responsible for any SNS Content.

  3. 2.3     Registration Data.     In registering an Account with us, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (a) at least eighteen (18) years old; (b) of legal age to form a binding contract; and (c) not a person barred from using Company Properties or Services under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.  You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Company Properties by minors.  You may not share your Account or password with anyone, and you agree to (y) notify us immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of Company Properties or Services (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself.  Charlie reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use Company Properties or Services if you have been previously removed by Charlie, or if you have been previously banned from any of Company Properties or Services.

  4. 2.4     Your Account.     Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Charlie.

  5. 2.5     Necessary Equipment and Software.     You must provide all equipment and software necessary to connect to Company Properties and Services, including but not limited to, a mobile device that is suitable to connect with and use Company Properties and Services, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Company Properties.

3.    RESPONSIBILITY FOR CONTENT.

  1. 3.1     Types of Content.     You acknowledge that all Content, including Company Properties, is the sole responsibility of the party from whom such Content originated.  This means that you, and not Company, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Company Properties (“Your Content”).  
    1. (a)     Account Credentials.     You hereby grant Charlie and its Financial Services Providers the Account Credentials that you provide through or to the Services.  Charlie and our Financial Services Providers may use, modify, display, distribute and create new material using such Account Credentials to provide the Services to you.  By submitting the Account Credentials, you represent and warrant that the owner of such Account Credentials has expressly agreed that, without any particular time limit and without the payment of any fees, Charlie may use the Account Credentials for the purposes set forth in this Agreement.

    2. (b)     Your Accounts.     By using the Services, you authorize Charlie and Our Service Providers to access third party sites designated by you (“Your User Accounts”), including but not limited to Facebook Messenger, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Charlie and Our Service Providers a limited power of attorney, and you hereby appoint Charlie as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access Your User Accounts, retrieve information, and use your passwords for Your User Accounts, and other information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as full to all intents and purposes as you might or could do in person.  YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR OUR SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM YOUR USER ACCOUNTS, WE OR OUR FINANCIAL SERVICE PROVIDERS ARE ACTING AS YOUR AGENT, AND NOT YOUR AGENT OR ON BEHALF OF THE USER ACCOUNT.  You agree that the providers of Your User Accounts shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you.

4.    OWNERSHIP.

  1. 4.1     Company Properties.     Except with respect to Your Content, you agree that Charlie and its suppliers own all rights, title and interest in Company Properties (including but not limited to, any games, titles, computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, and server software).  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Company Properties.

  2. 4.2     Trademarks.     Charlie and all related graphics, logos, service marks and trade names used on or in connection with any Company Properties or in connection with the Services are the trademarks of Company and may not be used without permission in connection with your or any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in Company Properties are the property of their respective owners.

  3. 4.3     Other Content.     Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in Company Properties.

  4. 4.4     Your Content.     We do not claim ownership of Your Content.  However, when you as a User post or publish Your Content on or in Company Properties or through the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, perform and display Your Content (in whole or in part) through the Services.

  5. 4.5     License to Your Content.     Subject to any applicable account settings that you select, you grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, and adapt Your Content (in whole or in part) for the purposes of operating and providing Company Properties to you and to our other Registered Users. Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Company Properties and the license you grant to the Company to that portion of Your Content shall also include the right to publicly perform and publicly display such Content.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not Company, are responsible for all of Your Content that you Make Available on or in Company Properties. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter as determined by Company in its sole discretion. You may not post or submit for print services a photograph of another person without that person’s permission.  

  6. 4.6     Username.     Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on Company Properties, you hereby expressly permit Company to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

  7. 4.7     Feedback.     You agree that submission of any ideas, suggestions, documents, and/or proposals to Charlie through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that we have no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Charlie a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Company Properties, the Services , and/or Charlie’s business.

5.    USER CONDUCT.  As a condition of your use of the Company Properties, you agree to the following:

  1. 5.1     You may not use the Company Properties or the Services if you are not a resident of the United States;

  2. 5.2     You agree to abide by all applicable laws, regulations and rules in connection with your use of the Company Properties and Services;

  3. 5.3     You agree that you are solely responsible for all acts or omissions associated with your access and use of the Company Properties and Services and the access and use of the Company Properties and Services by anyone on your behalf;

  4. 5.4     In connection with your use of the Company Properties and Services, you shall not:  (a) breach this Agreement or any other applicable rules and instructions that we may convey with respect to use of the Company Properties or Services; (b) interfere with, disrupt, circumvent or manipulate the functionality or operation of the Company Properties or Services; (c) send automated or machine generated search queries or use robots, crawlers or similar applications to collect or compile content from the Company Properties or Services; (d) display the Company Properties or Services, or any part thereof, in an exposed or concealed frame, or link to elements of the Company Properties or Services, such as images and videos, independently from the web pages on which they originally appear; and/or (f) impersonate any person or entity, or make any false statement pertaining to your identity.

  5. 5.5     In connection with your use of the Services, you shall not post, disseminate, transmit, or otherwise communicate through, or to the Services, or make available any content on the Services, which may reasonably be deemed as: (a) infringing or violating intellectual property rights of other parties, including patents, copyrights, trade secrets and trademarks; (b) identifying minors, their personal details or their address and ways to contact them; (c) software viruses, trojan horses, worms, vandals, spyware and any other malicious code; (d) encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under the applicable laws; (e) constituting a violation of a person’s right for privacy or right of publicity; (f) prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public; (g) threatening, abusive, harassing, defamatory, libelous, vulgar, obscene or racially, ethnically or otherwise objectionable; and/or (h) unsolicited commercial communications (‘spam’), chain letters, or pyramid schemes

  6. 5.6     User Responsibility.  You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Company reserves the right, but has no obligation, to intercede in such disputes.  You agree that Company will not be responsible for any liability incurred as the result of such interactions.

  7. 5.7     Content Provided by Other Users. Company Properties may contain User Content provided by other Registered Users.  Company is not responsible for and does not control User Content.  Company has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to, User Content.  You use all User Content and interact with other Registered Users at your own risk.

6.    THIRD-PARTY SERVICES.

  1. 6.1     Third-Party Websites, Applications and Ads.     Company Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”).  When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left Company Properties and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of Company.  Company is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads.  Company provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith.  You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Website, the Agreement and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

  2. 6.2     App Stores.     You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”).  You acknowledge that the Agreement is between you and Charlie and not with the App Store.  Charlie, not the App Store, is solely responsible for Company Properties, including the Application, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).  In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access.  You also agree to pay all fees (if any) charged by the App Store in connection with Company Properties, including the Application.  You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Company Property, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.

7.    COMPENSATION

  1. 7.1     Payment.     You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You must provide Charlie with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”), or purchase order information as a condition to signing up for the Services.  Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Agreement to determine your rights and liabilities.  By providing Company with your credit card number or PayPal account and associated payment information, you agree that Company is authorized to immediately invoice your Account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required.  You agree to immediately notify Company of any change in your billing address or the credit card or PayPal account used for payment hereunder.  Company reserves the right at any time to change its prices and billing methods, either immediately upon posting on Company Properties or by e-mail delivery to you.

  2. 7.2     Subscription Fees.     You will be responsible for payment of the applicable fee for any Services (each, a “Subscription Fee”) at the time you create your Account and select a paid Service (each, a “Service Commencement Date”).  Except as set forth in the Agreement, all fees for the Services are non-refundable.   No contract will exist between you and Company for the Services until Company accepts your order by a confirmatory e-mail or other appropriate means of communication.

  3. 7.3     Taxes.     The payments required under Section 7.2 of this Agreement do not include any Sales Tax that may be due in connection with the Services provided under this Agreement.  If Company determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Company shall collect such Sales Tax in addition to the payments required under Section 7.2 of this Agreement.  If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Company, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Company for any liability or expense Company may incur in connection with such Sales Taxes.  Upon Company’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.  For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

  4. 7.4     Withholding Taxes.     You agree to make all payments of fees to Company free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to Company will be your sole responsibility, and you will provide Company with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

  5. 7.5     Free Trials and Other Promotions.     Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial.  At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee.  If you are inadvertently charged for a subscription, please contact Company to have the charges reversed.

  6. 7.6     Revenue.     Charlie reserves the right to provide links to, and/or recommend services that are provided by Third Party Vendors, for which Charlie may receive a commission or payment.

8.    INDEMNIFICATION.  You agree to indemnify and hold Charlie, its parents, subsidiaries, affiliates, officers, employees, agents, partners, service providers, and licensors (each, a “Company Party” and collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Company Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations.  We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.  This provision does not require you to indemnify any of the Company Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Company Properties or Services.

9.    DISCLAIMER OF WARRANTIES AND CONDITIONS

  1. 9.1     As Is.      YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF COMPANY PROPERTIES AND SERVICES IS AT YOUR SOLE RISK, AND COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
    1. (a)     COMPANY PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) COMPANY PROPERTIES OR SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF COMPANY PROPERTIES OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF COMPANY PROPERTIES OR SERVICES WILL BE ACCURATE OR RELIABLE.

    2. (b)     ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH COMPANY PROPERTIES OR SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS COMPANY PROPERTIES OR SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

    3. (c)     THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  CHARLIE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

    4. (d)     NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CHARLIE OR THROUGH COMPANY PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

    5. (e)     FROM TIME TO TIME, CHARLIE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.  SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT OUR SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

  2. 9.2     No Liability for Conduct of Third Parties.     YOU ACKNOWLEDGE AND AGREE THAT COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD COMPANY PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD PARTY VENDORS AND OTHER OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
  3. 9.3     No Liability for Conduct of Other Users.     YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF COMPANY PROPERTIES. YOU UNDERSTAND THAT COMPANY DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF COMPANY PROPERTIES.

10.    LIMITATION OF LIABILITY.

  1. 10.1     Disclaimer of Certain Damages.     YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT CHARLIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE COMPANY PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH COMPANY PROPERTIES OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO THIRD PARTY VENDORS, ON COMPANY PROPERTIES OR OTHERWISE; OR (5) ANY OTHER MATTER RELATED TO COMPANY PROPERTIES OR SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING DISCLAIMER OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

  2. 10.2     Cap on Liability.     UNDER NO CIRCUMSTANCES WILL COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) $15,000 AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A COMPANY PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COMPANY PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COMPANY PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

  3. 10.3     User Content.     EXCEPT FOR CHARLIE’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN OUR PRIVACY POLICY, WE ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

  4. 10.4     Basis of the Bargain.     THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

11.    REMEDIES.

  1. 11.1     Violations.     If Charlie becomes aware of any possible violations by you of the Agreement, we reserve the right to investigate such violations.  If, as a result of the investigation, we believe that criminal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.     Charlie is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Company Properties, including Your Content, in our possession in connection with your use of Company Properties, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Agreement, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Charlie, its Users or the public, and all enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.

  2. 11.2     Breach.     In the event that Charlie determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Company Properties, we reserve the right to: warn you via e-mail (to any e-mail address you have provided to us) that you have violated the Agreement; delete any of Your Content provided by you or your agent(s) to Company Properties; discontinue your registration(s) with any of Company Properties; discontinue your subscription to any Services; notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or pursue any other action which Company deems to be appropriate.

12.    PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.   It is Charlie’s policy to terminate account privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Charlie by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on Company Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Company Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Company’s Copyright Agent for notice of claims of copyright infringement is as follows: Ivo Parashkevov, Cofounder, 360 Ritch St, Ste 205, San Francisco, CA, 94107

13.    MONITORING AND ENFORCEMENT.   Charlie reserves the right to: (a) remove or refuse to post any of your Content for any or no reason in our sole discretion; (b) take any action with respect to any of your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Company Properties or the public, or could create liability for Charlie; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Company Properties; and/or (e) terminate or suspend your access to all or part of the Company Properties for any or no reason, including without limitation, any violation of this Agreement.

14.    If Charlie becomes aware of any possible violations by you of the Agreement, Charlie reserves the right to investigate such violations.  If, as a result of the investigation, Charlie believes that criminal activity has occurred, Charlie reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Charlie is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Company Properties, including Your Content, in Charlie’s possession in connection with your use of Company Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Company, its Registered Users or the public, and all enforcement or other government officials, as Charlie in its sole discretion believes to be necessary or appropriate.

15.    TERM AND TERMINATION.

  1. 15.1     Term.   The Agreement commences on the date when you accept them (as described in the preamble above) and remains in full force and effect while you use Company Properties and/or Services, unless terminated earlier in accordance with the Agreement.

  2. 15.2     Prior Use.   Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Company Properties or Services, or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Company Properties or Services, unless earlier terminated in accordance with the Agreement.

  3. 15.3     Termination of Services by Charlie.   You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder, to cancel such Service, in which case Company will refund your Service Subscription Fee, if already paid pursuant to Section 7.2 or 7.3, for the applicable Service.  Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable.  If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, including without limited to,  or if Company is required to do so by law (e.g., where the provision of the Website, the Application, the Software or the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any Services provided to you. All terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account. You agree that Charlie may also remove or block access to the Services, or any part thereof, for any reason that we may consider to be justified in our sole discretion including, but not limited to, to prevent misuse of the Service. If Charlie, in its sole discretions, determines that it no longer will provide the Services, for any reason, Charlie has the right to immediately terminate any Services provided to you and shall, if applicable, return a pro-rata portion of the Subscription Fee for the period of paid services remaining for the then-current term.

  4. 15.4     Termination of Services by You.   If you want to terminate the Services provided by us, you may do so by (a) notifying Company at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Charlie’s address set forth below.

  5. 15.5     Effect of Termination.   Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Except as otherwise provided in our Privacy Policy, Charlie will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

  6. 15.6     No Subsequent Registration.   If your registration(s) with or ability to access Company Properties or Services is discontinued by Charlie due to your violation of any portion of the Agreement, then you agree that you shall not attempt to re-register with or access Company Properties or any Services through use of a different user name or otherwise, and, as applicable, you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

16.    INTERNATIONAL USERS.   Company Properties and/or Services may be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Company intends to announce such Services or Content in your country and you may not register an Account with us unless you are a U.S. resident.  Company Properties are controlled and offered by Company from its facilities in the United States of America. Company makes no representations that Company Properties or Services are appropriate or available for use in other locations.  Those who access or use Company Properties or Services from other countries do so at their own volition and are responsible for compliance with local law.

17.    DISPUTE RESOLUTION.   Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Company and limits the manner in which you can seek relief from us.  This Arbitration Agreement only applies to Users who are U.S. residents.

  1. 17.1     Applicability of Arbitration Agreement.   You agree that any dispute, claim or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Company, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Company may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

  2. 17.2     Arbitration Rules and Forum.   The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent Ivo Parashkevov, Cofounder, 360 Ritch St, Ste 205, San Francisco, CA, 94107.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/ all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Charlie will pay them for you.  In addition, Charlie will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

    You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

  3. 17.3     Authority of Arbitrator.   The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Company.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.

  4. 17.4     Waiver of Jury Trial.   YOU AND CHARLIE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Charlie are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

  5. 17.5     Waiver of Class or Other Non-Individualized Relief.   ALL DISPUTES, CLAIMS AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California.  All other disputes, claims, or requests for relief shall be arbitrated.

  6. 17.6     30-Day Right to Opt Out.   You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@hicharlie.co, within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Charlie username (if any), the email address you used to set up your Charlie Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

  7. 17.7     Severability.   Except as provided in subsection  17.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

  8. 17.8     Survival of Agreement.   This Arbitration Agreement will survive the termination of your relationship with Company.

  9. 17.9     Modification.   Notwithstanding any provision in this Agreement to the contrary, we agree that if Charlie makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Charlie at the following address: 360 Ritch St, Ste 205, San Francisco, CA, 94107.

18.    GENERAL PROVISIONS.

  1. 18.1     Electronic Communications.   The communications between you and Charlie may take place via electronic means, whether you visit Company Properties or send Charlie e-mails, or whether Charlie posts notices on Company Properties or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Charlie in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

  2. 18.2     Release.   You hereby release Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Company Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Company Properties.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Company Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website [or any Services provided hereunder].

  3. 18.3     Assignment.   The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Charlie’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

  4. 18.4     Force Majeure.   Charlie shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

  5. 18.5     Questions, Complaints, Claims.   If you have any questions, complaints or claims with respect to Company Properties, please contact us at: support@hicharlie.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

  6. 18.6     Exclusive Venue.   To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Company agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco County, California.

  7. 18.7     Governing Law.   THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF California, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT

  8. 18.8     Choice of Language.   It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.
  9. 18.9     Notice.   Where Charlie requires that you provide an e-mail address, you are responsible for providing Charlie with your most current e-mail address.  In the event that the last e-mail address you provided to Charlie is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Charlie’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Charlie at the following address: 360 Ritch St, Ste 205, San Francisco, CA, 94107.  Such notice shall be deemed given when received by Charlie by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

  10. 18.10     Waiver.   Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

  11. 18.11     Severability.   If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

  12. 18.12     Export Control.   You may not use, export, import, or transfer Company Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Company Properties, and any other applicable laws.  In particular, but without limitation, Company Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Company Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Company Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Charlie are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

  13. 18.13     App Stores.   You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”).  You acknowledge that the Agreement is between you and Company and not with the App Store.  Company, not the App Store, is solely responsible for Company Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).  In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access.  You also agree to pay all fees (if any) charged by the App Store in connection with Company Properties, including the Application.  You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Company Property, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.

  14. 18.14     Accessing and Downloading the Application from iTunes.   The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
    1. (a)     You acknowledge and agree that (i) the Agreement is concluded between you and Charlie only, and not Apple, and (ii) Charlie, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

    2. (b)     You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

    3. (c)     In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Charlie and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Charlie.

    4. (d)     You and Charlie acknowledge that, as between Charlie and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

    5. (e)     You and Charlie acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Charlie and Apple, Charlie, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.

    6. (f)     You and Charlie acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

    7. (g)     Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

    8. (h)     App Store and the App Store badge are registered trademarks of Apple Inc.

  15. 18.15     Consumer Complaints.   In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

  16. 18.16     Entire Agreement.   The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

 

 

End of Agreement

 

 

We use cookies to improve your experience on our site and analyze how you use it. By clicking “Accept”, or scrolling this page, you accept the use of cookies.