Terms of Use

1. Acceptance of Terms.

• a. By (i) using this web site or any other web sites (each, a "Site") or other online service of CHARGE Anywhere LLC, its affiliates and agents ("CHARGE Anywhere") with links to these Terms of Use (the "General Terms") (collectively, the "Services") in any way, including using, transmitting, downloading or uploading any Materials made available or enabled via the Services by CHARGE Anywhere or, you, or other users of the Service ("Users"), or (ii) merely browsing the Services, and checking the appropriate box, you agree that you have read, understand and agree to these General Terms and the CHARGE Anywhere Online Privacy Policy at http://www.chargeanywhere.com, which is incorporated herein by reference. "Materials" means any content made available or enabled by CHARGE Anywhere, you or other users of the Services and includes, without limitation, any (x) information, data, documents, images, photographs, graphics, audio, videos, or webcasts, (y) products, and (z) CHARGE Anywhere software code and associated documentation ("Software"). “CHARGE Anywhere Materials” means those Materials that are made available through the Services by CHARGE Anywhere or its licensors and specifically do not include Materials made by you or other users of the Services.
• b. You may not use the Services if you are prohibited by Law (as defined below in Section 2(d)) from receiving or using the Services. Also, unless expressly stated in the Additional Terms for any given Service, you may not use the Services unless you are fully able and competent to enter into the conditions, obligations, representations and other terms of these General Terms and are either of legal age to form a binding contract with CHARGE Anywhere.
• c. CHARGE Anywhere makes certain Services and Materials available only if you have paid a fee or have provided CHARGE Anywhere certain Registration Information (as such term is defined in the CHARGE Anywhere Online policy section) and/or created an CHARGE Anywhere ID and password or other log-in ID and password (collectively, "Account Information"). Some Services may also be subject to a subscription or other agreement, posted guidelines, rules, or terms of service ("Additional Terms"). If there is any conflict between the General Terms and the Additional Terms, the Additional Terms take precedence in relation to that Service. The General Terms and any applicable Additional Terms and all other documents incorporated by reference in these General Terms are referred to herein as the "Terms".
• d. CHARGE Anywhere may change the Terms from time to time at its sole discretion, including by imposing a charge for access to or use of a Service. If such changes are made, CHARGE Anywhere will make a new copy of the General Terms available at www.chargeanywhere.com, with any new Additional Terms made available to you from within or through the affected Service. CHARGE Anywhere may require you to provide consent to the updated Terms in a specified manner before further use of the Services is permitted. Otherwise, your continued use of any affected Service constitutes your acceptance of the changes. Your use of the Services is subject to the most current version of the Terms posted on or through the affected Service at the time of such use. Please regularly check http://www.chargeanywhere.com to view the then-current General Terms and Addition Terms.

2. Use of Services and Materials.

• a. You agree to adhere to all limitations on dissemination, use and reproduction of any Materials that you download or access from the Services.
• b. Unless expressly agreed to by CHARGE Anywhere in writing elsewhere, CHARGE Anywhere has no obligation to store any Materials that you upload, post, email, transmit or otherwise make available through your use of the Services (“Your Content”). “User Content” means any Materials uploaded by you or the other users of the Services. CHARGE Anywhere has no responsibility or liability for the deletion or accuracy of any Materials, including Your Content, the failure to store, transmit or receive transmission of Materials, or the security, privacy, storage or transmission of other communications originating with or involving use of the Services. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that CHARGE Anywhere retains the right to create reasonable limits on the use of the Materials, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by CHARGE Anywhere in its sole discretion.
• c. You agree that your Account Information will always be complete, accurate and up-to-date. It is your responsibility to keep your Account Information confidential at all times and you are solely responsible for all activity that occurs to your Account Information when you are logged in to your account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify CHARGE Anywhere immediately. You may not use another person’s Account Information. CHARGE Anywhere may require that you change your Account Information or certain parts of your Account Information at any time for any reason.
• d. You agree to use the Services and the Materials only for purposes that are permitted by the Terms and any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction (including any laws regarding the export of data or software to and from the United States or other applicable countries) (“Law”).
• e. You agree not to access or attempt to access the Services by any means other than the interface provided by CHARGE Anywhere or circumvent any access or use restrictions put into place to prevent certain uses of the Services.
• f. CHARGE Anywhere’s software licenses purchased by a Developer with a quantity discount can be re-sold to the end-user for their full unit-one price by the Developer. In any such case, the Developer can take advantage of their purchasing power with CHARGE Anywhere to earn the difference between their quantity discounted price and the licenses’ full unit-one price. Software license purchased by the end-user directly from CHARGE Anywhere do not qualify for Developer royalties.

• a. The Services and CHARGE Anywhere Materials, and their selection and arrangement, are protected by copyright, trademark, trade dress, patent, trade secret, unfair competition, and other intellectual and proprietary rights (the “Intellectual Property Rights”). Except as expressly provided in the Terms, CHARGE Anywhere and its suppliers do not grant any express or implied rights to use the Services and Materials.
• b. The trademarks, logos and service marks displayed on the Services (the “Marks”) are the property of CHARGE Anywhere or third parties. You are not permitted to use the Marks without the prior consent of CHARGE Anywhere or the third party that may own the Marks. CHARGE Anywhere and the Charge anywhere logo are trademarks of CHARGE Anywhere LLC. For a current list of CHARGE Anywhere’s Marks, as well as certain third party Marks, please refer to the posted trademark information at http://www.chargeanywhere.com.

CHARGE Anywhere requires that each Developer and each solution (and solution version release) achieve a certification for functionality and security before they are granted production-level access to ComsGate, CHARGE Anywhere’s payment gateway. The certification process consists of successfully running transactions to the test environment as applicable for that project. CHARGE Anywhere will review those transactions, provide guidance and support as described in the Support section of this document and will certify those solutions that demonstrated successful functionality.

When payment security certifications are required by a third party, CHARGE Anywhere will issue a recommendation as to the applicable third party assessor and will provide development support to achieve a successful certification as described in the Support section of this document. Third party assessor fees are the responsibility of the Developer and are not part of the Embedded Software Solution price. Fees vary depending on the scope of work as determined by the third party assessor.

Upon successful certification(s) CHARGE Anywhere will provide a certification letter, confirming the certification status for each certified solution and version release. CHARGE Anywhere will maintain a list of certified solutions and a list of developers that created the solutions. Both lists will be published on www.chargeanywhere.com. To qualify to be listed as a CHARGE Anywhere Embedded Software Solution Developer, a person or an organization has to accomplish BOTH of the following:

1. Purchase an Embedded Software Solution kit, on which the term has not expired AND
2. Successfully certify and receive a certification letter for at least one software/solution to ComsGate, CHARGE Anywhere’s payment gateway.

All software/solution modifications after initial certification require a recertification. If any such changes are made it is the responsibility of the Developer to initiate a recertification.

CHARGE Anywhere will notify Developers of changes to security and banking regulations that require software updates. In any such case, a recertification will be required in order for a certified software/solution to maintain access to ComsGate, CHARGE Anywhere’s payment gateway.

For Embedded Software Solutions on operating systems that support Bluetooth, CHARGE Anywhere will provide Bluetooth documentation, sample code and development support as described in the Support section of this document. CHARGE Anywhere will also provide one (1) unit of CHARGE Anywhere’s Bluetooth magnetic card reader and receipt printer (current production model), included in the price of the Embedded Software Solution. This is not applicable to ComsGate Payment Gateway Integration Solution.

The development unit is not for resale. The unit will come with standard manufacturer’s warranty. Additional units will be available for purchase at their regular price.

1. Purchase the Embedded Software Solution at www.chargeanywhere.com/developer.html or submit a PO to your CHARGE Anywhere dedicated sales representative.
2. Upon the completion of your purchase you will be provided with credentials (user ID and password) to access the Embedded Software Solution customer-only section at www.chargeanywhere.com/developer where you will gain instant access to all the documentation, (1) software license, files and code that are included in your Embedded Software Solution. Support resources will be at your disposal and any hardware and test cards that are part of the program will be shipped to you within one (1) business day, subject to inventory availability.
3. You will receive your ComsGate test environment credentials within five (5) business days from your date of purchase.
4. Develop your solution(s) with CHARGE Anywhere’s dedicated support and guidance.
5. Apply for testing and certification to cert.question@chargeanywhere.com
6. CHARGE Anywhere’s support team will notify you of your testing criteria that is applicable to your solution and will set a test date. This guidance can be received in advance by contacting CHARGE Anywhere’s support team at cert.question@chargeanywhere.com
7. You will receive production access to ComsGate and Transaction Manager and a certification letter five (5) business days after your successful certification.

The agreement and any rights and access privileges associated with the Embedded Software Solution are valid for one year from the date of purchase unless specified otherwise in this agreement. Either party can terminate this agreement for any reason with a 30-day notice. Purchase price is not refundable. All code, files, software, documentation, recorded and stored communication must be destroyed and made unusable immediately upon termination or non-renewal.

After expiration or upon termination, access and privileges can be renewed with CHARGE Anywhere’s written permission via the purchase of a new Embedded Software Solution package for a standard renewal price (see pricing). In the event of non-renewal, a Developer will still be able to activate new accounts on ComsGate, CHARGE Anywhere’s payment gateway and buy software licenses, in which case all the clauses and protections under this contract remain valid, except the Developer will no longer be able to certify new solutions or use the Embedded Software Solution for new development.

If a Developer or a gateway account holder signed a payment authorization and provided CHARGE Anywhere with a credit card number or bank ACH info, then the Developer or account holder expressly authorizes CHARGE Anywhere to charge any or all amounts owed to it by Developer or account holder to that account number and to demand immediate payment from the credit card’s issuer or bank. To the extent permitted by law, Developer or account holder must pay a fee (presently $25.00, but subject to change by CHARGE Anywhere) for any of Developer’s or account holder’s checks returned for any reason. In the event, Developer’s or account holder’s wireless handheld device or software system is lost or stolen, customer or account holder shall nonetheless be liable for all charges attributable to such device or system until such time as CHARGE Anywhere is notified of the loss or theft. This Service Agreement shall not terminate due to any such notice.

If CHARGE Anywhere does not receive Developer’s payment on or before the due date, to the extent allowable by law, Developer will pay to CHARGE Anywhere a late payment fee equal to the greater of (i) $5 or (ii) 1.5% on all due and unpaid amounts to be paid to CHARGE Anywhere. Acceptance of late or partial payments and/or late payment fees shall not waive any of CHARGE Anywhere’s rights to collect the full amount due under this Agreement. Developer waives any objection it may have with respect to any invoice, charge or fee if Developer fails to provide CHARGE Anywhere with written notice of such objection within fifteen (15) days of receipt of invoice.

CHARGE Anywhere reserves the right to refuse payment gateway access to any Developer and their solutions should funds not be paid 30 days after the end of each month. In no event will CHARGE Anywhere be liable for any loss resulting from any action associated with non-payment.

CHARGE Anywhere reserves the right to refuse payment gateway access to Developer and their solutions’ account holder, should gateways fees not be paid 30 days from the receipt of their monthly invoice. In no event will CHARGE Anywhere be liable for any loss resulting from any action associated with non-payment.

The Embedded Software Solution can be used by an unlimited number of developers at the Developer’s organization.

The number of projects per operating system that can be developed within a single Embedded Software Solution package is also unlimited.

CHARGE Anywhere’s Embedded Software Solution is not for resale. Individual Embedded Software Solution components, including but not limited to software licenses, cannot be sold separately. The Embedded Software Solution cannot be rented, leased or lended, uploaded to any web site or service or redistributed in any other way.

CHARGE Anywhere’s Embedded Software Solution is non-exclusive and non-transferable. CHARGE Anywhere retains all rights, title and interest in and to the Embedded Software Solution.

Developers may not use the Embedded Software Solution for any purpose not expressly permitted by CHARGE Anywhere. Developers may not disassemble or otherwise reverse engineer the Embedded Software Solution.

Developers may not use the Embedded Software Solution in any manner that is unlawful or facilitate any unlawful act.

Developers must comply with all PCI security requirements. Developers may not use the Embedded Software Solution to design software applications that don’t comply with PCI or otherwise interfere with security, disable security, contain security shortcomings or attempt to hack any system.

The purchase of the Embedded Software Solution does not grant the customer any right to CHARGE Anywhere’s brand, logos or endorsements.

Each software application that uses any part of the Embedded Software Solution must prominently disclose that the solution is "Powered by CHARGE Anywhere®". Any literature, marketing materials (print and digital), training materials and technical materials pertaining to such solutions must prominently disclose that the solution is "Powered by CHARGE Anywhere®". Every letter in the word “CHARGE” is to be capitalized. Proper attribution must be given to CHARGE Anywhere’s trademark by displaying the "®" (registered) trademark symbol next to “CHARGE Anywhere” and including the following text: "CHARGE Anywhere is a registered trademark of CHARGE Anywhere, LLC".

Any reference to PCI, PA DSS or any other certification in connection with CHARGE Anywhere’s software must explicitly specify that CHARGE Anywhere’s payment software version {latest version} is PA DSS certified. The certification does not support or carry over to any other brand name.

All the materials pertaining to software applications developed using any part of the Embedded Software Solution, including web sites, must be submitted for approval to CHARGE Anywhere prior to their distribution, use or publication. CHARGE Anywhere reserves the right to review and deny approval to use any name or phraseology that includes CHARGE Anywhere’s brand in CHARGE Anywhere’s sole discretion. The approval of use of a specific name or phraseology only indicates that CHARGE Anywhere does not have any objections to said use. It does not imply CHARGE Anywhere’s review or approval to use brand names, logos or phraseology that may infringe on the name of any other organization.

The above permission can be revoked without notice at any time with at the sole discretion of CHARGE Anywhere, LLC.

Developers may not use the Embedded Software Solution in any manner that infringes on any trademark, copyright or right of privacy.

CHARGE Anywhere prohibits the development and distribution of solutions, based on CHARGE Anywhere’s Embedded Software Solution, that in CHARGE Anywhere’s sole discretion, are deemed to compete directly with CHARGE Anywhere’s products. In any such case CHARGE Anywhere reserves the right to deny payment gateway access to any Developer.

Scenario 1: Solutions that are designed primarily to provide credit, debit, ACH or gift card payment functionality regardless of geographic distribution or target customer segment are deemed to compete directly with CHARGE Anywhere. All such solutions are prohibited under this Agreement.

Scenario 2: Solutions that are designed primarily for reasons other than card payments, but require credit, debit, ACH or gift card payment functionality as part of their specifications do not compete directly with CHARGE Anywhere and are allowed under the this Agreement.

If a solution developed by an Developer is deemed at any time to present a security, usability risk or compliance risk to any of CHARGE Anywhere’s systems, including but not limited to ComsGate, CHARGE Anywhere reserves the right to refuse gateway access to any such software solution at any time without notice. In no event will CHARGE Anywhere be liable for any loss resulting from its action to engage System Protection.

CHARGE Anywhere reserves the right to change this Agreement at any time. In order to continue using the Embedded Software Solution, the Developer must accept and agree to the new terms.

The Developer agree to indemnify, defend and hold harmless CHARGE Anywhere its directors, officers, employees, independent contractors and agents from any and all claims, losses, liabilities, damages, expenses and costs incurred by CHARGE Anywhere as a result of the customer’s breach of this Agreement, a breach of certification, a breach of security, a breach of intellectual property rights, a breach of trademarks or any other action or event arising from the customer’s use of the Embedded Software Solution.

The Embedded Software Solution may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete. In no event will CHARGE Anywhere be liable for any loss resulting from the use of the Embedded Software Solution. Developers expressly acknowledge and agree that use of the Embedded Software Solution and services is at their own risk. The Embedded Software Solution and services, including payment gateway and security services, are provided “AS IS”, with all faults and without warranty of any kind.

Services are subject to transmission limitations caused by conditions such as operating characteristics, selected hardware, atmospheric, weather, topographical, operating characteristics of mobile terminal devices, and other like conditions. Additionally, services may be suspended, refused, limited or curtailed due to governmental regulations or orders, system capacity limitations, limitations imposed by an underlying carrier, or because of hardware or software modifications, upgrades, repairs or reallocations or other similar activities necessary or proper for the operation or improvement of CHARGE Anywhere’s facilities and Services.

Developers may not use, export, re-export, import, sell or transfer the Embedded Software Solution except as authorized by the United States law.

CHARGE Anywhere shall not be liable for any failure, termination or interruption of the Services or any delay or failure in performance hereunder due to fires, strikes, civil disturbances, threatened strikes, stoppage of work, embargoes, requirements imposed by governmental or judicial regulations, rules or orders, civil or military authorities, acts of God (including, by way of example, weather conditions), omissions of common carriers, the public enemy, acts of terrorism or other causes which are beyond the control of the party unable to perform.

CHARGE Anywhere may assign this Agreement and any of its rights and obligations hereunder without notice to or consent of Developer or gateway account holder. Developer or gateway account holder shall not assign this Agreement or any of its rights or obligations hereunder. CHARGE Anywhere may perform all of the Services to be performed under this Agreement directly or may have some or all of the Services performed by its subsidiaries, affiliates or subcontractors.

Modifications to Services and Materials.

CHARGE Anywhere may at any time and from time to time modify or discontinue, temporarily or permanently, the Services or Materials, or any portion thereof, with or without notice. You agree that CHARGE Anywhere shall not be liable to you or any third party for any modification, suspension or discontinuance of the Services or Materials.

Termination.

• a. The Terms will continue to apply until terminated by either you or CHARGE Anywhere as set forth below.
• b. If you want to terminate your agreement with CHARGE Anywhere, you may do so by (i) notifying CHARGE Anywhere at any time and (ii) closing your accounts for all of the Services or Materials that you use, where CHARGE Anywhere has made this option available to you. Your notice should be sent, in writing, to CHARGE Anywhere’s address set forth below.
• c. CHARGE Anywhere may at any time terminate the Terms (or portion thereof, such as any individual Additional Terms) with you if:
  • i. You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
  • ii. CHARGE Anywhere is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful);
  • iii. The provision of the Services to you by CHARGE Anywhere is, in CHARGE Anywhere’s opinion, no longer commercially viable;
  • iv. CHARGE Anywhere has elected to discontinue the Services or Materials (or any part thereof); or
  • v. There has been an extended period of inactivity in your account.
• d. CHARGE Anywhere may also terminate or suspend all or a portion of your account and/or access to the Services for any reason. Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (i) removal of access to all offerings within the Services; (ii) deletion of Your Content and Account Information, including your personal information, log-in ID and password, and all related information, files and Materials associated with or inside your account (or any part thereof); and (iii) barring of further use of the Services.
• e. You agree that all terminations for cause shall be made in CHARGE Anywhere’s sole discretion and that CHARGE Anywhere shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials, including Your Content.
• f. Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services and Materials.

DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• a. THE SITE, SERVICES AND MATERIALS ARE PROVIDED BY CHARGE ANYWHERE“AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, CHARGE ANYWHEREMAKES NO WARRANTY THAT (I) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; (III) THE QUALITY OF THE SITE, SERVICES OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (IV) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHARGE ANYWHEREOR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
• b. CHARGE ANYWHERESPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. CHARGE ANYWHEREASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.
• c. CHARGE ANYWHEREDOES NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. CHARGE ANYWHEREMAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
• d. MANAGERS, HOSTS, PARTICIPANTS, MODERATORS AND OTHER THIRD PARTIES ARE NOT AUTHORIZED CHARGE ANYWHERESPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THOSE OF CHARGE ANYWHERE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHARGE ANYWHEREWILL HAVE NO LIABILITY RELATED TO USER CONTENT ARISING UNDER INTELLECTUAL PROPERTY RIGHTS, LIBEL, PRIVACY, PUBLICITY, OBSCENITY OR OTHER LAWS. CHARGE ANYWHEREALSO DISCLAIMS ALL LIABILITY WITH RESPECT TO THE MISUSE, LOSS, MODIFICATION OR UNAVAILABILITY OF ANY USER CONTENT.
• e. CHARGE ANYWHEREWILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
• f. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

International Users.

• a. The Services can be accessed from countries around the world and may contain references to Services and Materials that are not available in your country. These references do not imply that Charge anywhere intends to announce such Services or Materials in your country.
• b. These Services are controlled, operated and administered by CHARGE Anywhere LLC from its offices in the United States of America. CHARGE Anywhere makes no representation that the Services or Materials are appropriate or available for use at other locations outside the United States, and access to the Services from jurisdictions where the Services or Materials are illegal is prohibited. CHARGE Anywhere reserves the right to block access to the Services or Materials by certain international users. If you access the Services from a location outside the United States, you are responsible for compliance with all local Laws.

Limitation of Liability.

• a.IN NO EVENT SHALL CHARGE ANYWHERE, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF CHARGE ANYWHEREHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE CHARGE ANYWHERE’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF CHARGE ANYWHEREOR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
• b. CHARGE ANYWHERE’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDERED UNITED STATES DOLLARS ($100) OR THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICE, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF CHARGE ANYWHEREHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
• c. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 16 APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

Notification of Copyright Infringement.

• a. CHARGE Anywhere respects the Intellectual Property Rights of others and expects its users to do the same. CHARGE Anywhere will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”) and its response to such notices may include removing or disabling access to the allegedly infringing content, terminating the accounts of repeat infringers, and/or making good-faith attempts to contact the user who posted the content at issue so that he may, where appropriate, make a counter-notification.
• b. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is hosted on the Services, on web sites linked to or from the Services, or in connection with the Services or Materials, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via e-mail or phone) of claimed copyright infringement to CHARGE Anywhere’s Copyright Agent (contact information below), which must contain all of the following elements:
  • i. A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
  • ii. A description of the copyrighted work(s) that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled;
  • iii. A description of where the content that you claim is infringing is located on the Services;
  • iv. Information sufficient to permit CHARGE Anywhere to contact you, such as your physical address, telephone number and e-mail address;
  • v. A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent or the law; and
  • vi. A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
  Before you file such a notification, please carefully consider whether or not the use of copyrighted material at issue is protected by the “fair use” doctrine, as you could be liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether a use of your copyrighted material constitutes infringement, please contact an attorney. In addition, you may wish to consult publicly available reference materials such as those found at www.chillingeffects.org.
• c. If you believe access to your content was disabled or removed by CHARGE Anywhere as a result of an improper copyright infringement notice, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via e-mail or phone) to CHARGE Anywhere’s Copyright Agent (contact information below), which must contain all of the following elements:
  • i. A physical or electronic signature of the subscriber;
  • ii. Identification of the material that was removed from the Services and the location of the Service on which the material appeared before it was removed;
  • iii. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  • iv. Information sufficient to permit Charge anywhere to contact you, such as your physical address, telephone number and e-mail address; and
  • v. A statement that you consent to jurisdiction of the Federal District court for the district where you reside (or of South Plainfield, NJ if you reside outside of the United Sates) and that you will accept service of process from the person who provided notification under DMCA subsection (c)(1)(C) or an agent of such person.
  Before you file such a counter-notification, please carefully consider whether or not the use of the copyrighted material at issue is infringing, as you could be liable for costs and attorneys’ fees in the event that a court determines your counter-notification misrepresented that the material was removed by mistake. If you are unsure whether use of the material at issue constitutes infringement, please contact an attorney. In addition, you may wish to consult publicly available reference materials such as those found at www.chillingeffects.org.
• d. CHARGE Anywhere’s Copyright Agent for notice of claims of copyright infringement can be reached as follows:

  By mail:

  • Copyright Agent
  • CHARGE Anywhere LLC
  • 4041B Hadley Road
  • South Plainfield, NJ 07080
  • By fax: (732) 417-4448
  • By email:
  • By telephone: (732) 417-4447
  The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by fax or ordinary mail only and as further described by this Section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services or on sites linked to or from the Services, or in connection with the Services or Materials. All other inquiries directed to the Copyright Agent will not be responded to.

Export Control Laws.

You acknowledge and agree that products, services or technology provided by CHARGE Anywhere 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, reexport, or transfer Charge anywhere products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Indemnity and Liability.

You agree to indemnify and hold CHARGE Anywhere and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your Content, your use of the Services or Materials, your connection to the Services or Materials, the actions of any member of your group, your access to or use of Linked Sites and your connections therewith, any claim that Your Content caused damage to a third party, any dealings between you and any third parties advertising or promoting via the Services or Materials, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.

Resolution of Disputes.

• a. All matters relating to your access to, or use of, the Services or Materials shall be governed by the Laws of the State of New Jersey, United States of America without regard to conflict of laws principles thereof. You agree that any claim or dispute you may have against CHARGE Anywhere must be resolved by a court located in South Plainfield, NJ, United States of America except as otherwise agreed by the parties, or as set forth in section (b) below. You agree to submit to the personal jurisdiction of the courts located in South Plainfield, NJ, United States of America for the purpose of litigating such claims or disputes. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
• b. For any claim (excluding claims for injunctive or other equitable relief) for less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, it shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online, and/or be based solely on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
• c. All claims you bring against CHARGE Anywhere must be resolved in accordance with this section. All claims filed or brought contrary to this section shall be considered improperly filed. Should you file a claim contrary to this section, Charge anywhere may recover attorneys’ fees and costs up to U.S. $10,000, provided that Charge anywhere has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
• d. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Materials in violation of the Terms you agree that CHARGE Anywhere shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

General.

• a. Any notice provided to CHARGE Anywhere pursuant to the Terms should be sent to NJ address: General Counsel.
• b. It is the express wish of the parties that the Terms, any Additional Terms and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
• c. CHARGE Anywhere may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.
• d. The Terms constitute the entire agreement between CHARGE Anywhere and you with respect to your access to or use of the Services and Materials and supersede any prior agreements between you and CHARGE Anywhere on such subject matter.
• e. You may not assign or otherwise transfer the Terms, or any right granted hereunder, without CHARGE Anywhere’s written consent. CHARGE Anywhere’s rights under the Terms are freely transferable by CHARGE Anywhere.
• f. If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
• g. Any failure by CHARGE Anywhere to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
• h. Please report any violations of the Terms via the report abuse mechanism offered in conjunction with the specific Service in which the alleged violation occurs.