📣 numberz is now Chargebee Receivables 🎉 As part of our continuous effort to improve our products and services, on July 1, 2022, we updated our Terms of Service. The primary goal of this update was to align our terms across our various product offerings. Please know that by continuing to use our services on or after July 1, 2022, you acknowledge and agree to our updated Terms of Service. Your feedback is important to us. If you have any questions, please contact us at [email protected]

Terms Of Service

These terms of service and Our Privacy Notice (together, these "Terms") form a contract between You and CHARGEBEE INC. (referred to as “Numberz”, "Us", "We", "Our") and govern the right to access the Websites and the use of and access to the Services by You, Your Affiliates, Authorized Users and End-Customers as part of a Subscription during the Term. By accessing or using the Services or Websites or authorizing or permitting any Authorized User or End-Customer to access or use the Services or Websites, You are agreeing to be bound by these Terms. In the event of a conflict between these terms of service and Our Privacy Notice, these terms of service shall prevail. If You are using Services for an organization, You are agreeing to these Terms on behalf of that organization and in these Terms, "You" or "Your" refers to that organization. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and should not access or use the Services and/or Websites.

In these Terms, You and We are individually referred to as a "Party" and collectively as "Parties". You, as an individual, must be eighteen (18) years or older to access the Websites and register for and use the Services.

Definitions

When used in these Terms with the initial letters capitalized, in addition to the terms defined elsewhere in these Terms, the following terms have the following meanings:

Account: means any accounts or instances created by or on behalf of You for access and use of the Services and Website. For the avoidance of doubt, reference to an Account herein refers to (i) Your trial account where a live account has not been activated; or (ii) Your trial account and live account where the live account has been activated.

Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby "control" (including, with correlative meaning, the terms "controlled by" and "under common control") means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

User(s): means those individuals that have been registered, on request or with permission from the Account holder, as part of free or paid evaluation, testing, usage or any other activity that requires user credentials, of the Numberz platform.

Confidential Information: means all information disclosed by one Party to the other Party which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information may also include information disclosed to a disclosing Party by third parties. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records prior to the time of disclosure; (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving Party without the use of or reference to the Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.

Proposal: means any proposal, or software techno-commercial proposal, or software commercial proposal referencing these Terms and executed or approved by You and Us with respect to Your Subscription, which agreement may detail, among other things, the Services applicable to a Subscription, the associated Subscription Fees and other details of the Subscription.

Data Processing Addendum: means the data processing addendum available here as updated periodically and which is incorporated into these Terms by reference; or a separate addendum that the Parties have executed in this regard, as the case may be, pursuant to which We shall process personal data forming part of Your Service Data.

Privacy Notice: means Our privacy notice at https://www.numberz.co/privacy-policy as updated periodically and which is incorporated into these Terms by reference.

Restricted Data: means any personally identifiable information, including (i) social security number, passport number, driver’s license number, any government issued identification number or similar identifier (or any portion thereof), (ii) employment, financial, genetic, biometric or health information, (iii) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation, (iv) account passwords, (v) date of birth, (vi) criminal history, (vii) mother’s maiden name or (viii) any other information or combinations of information that is deemed personally identifiable under the legal framework of any applicable jurisdiction; or any data requiring a standard of protection greater than that of commercially reasonable administrative, physical and technical measures (e.g., payment card information, banking information, information of minors and educational records).

Services: means the services ordered by You through a Proposal and provided by means of access to certain content and use of the features and functionality of software applications available and accessible within the Website, solely to the extent set forth and further described in, and as limited by, the Proposal(s) executed by the Parties.

Service Data: means all electronic data, text, messages or other materials submitted to the Services through an Account in connection with Your use of the Services. In no event shall You permit Restricted Data to be included with Service Data.

Subscription: means Your annual subscription to the Services for Your access and use of an Account.

Websites: means the websites that relate to the Numberz Services.

Access & Use of the Services

Subject to Your and Your Users' compliance with these Terms and solely during the Term, We grant You a limited, non-exclusive, non-transferable, non-assignable (except to the extent expressly permitted by Section 19(d) (Assignment)), worldwide (subject to applicable law) and revocable right to access and use the Services for Your own internal business purposes only.

Your Responsibilities.

Account Activities. You are solely responsible for

  • Your and Your Users’ access and use of the Services in compliance with these Terms
  • without prejudice to Our obligations under Section 10 (Confidentiality) and Section 11 (Data Disclosure, Access & Usage), maintaining the confidentiality of unique login information, credentials and passwords associated with Your Account, and the privacy and security of Your Account
  • ensuring that Your use of the Services to store, process and transmit Service Data is compliant with applicable laws and regulations;
  • any sum of amount that is due to You relating to transactions that are processed through any payment gateways, merchant account providers or payment processors that You utilize in connection with the Services;
  • all activities that occur regarding Your Account regardless of whether the activities are undertaken by You, Users or a third party (including Your contractors or agents);
  • immediately ceasing use of the Services for a prohibited activity or purpose if We inform You that a specified activity or purpose is prohibited with respect to the Services
  • determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes.

Your Conduct. You agree to use the Services in accordance with these Terms (including any addendum, schedules and exhibits). Further, You agree, on behalf of Yourself and Users, not to (a) use the Services or permit the Services to be used to perform any billing or related services for any third party, or otherwise license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any third party, other than Users in furtherance of Your internal business purposes as expressly permitted under these Terms; (b) modify, adapt, or hack the Services or otherwise attempt to gain or gain unauthorized access to the Services or related systems or networks or tamper with or breach the security of the Services; (c) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (d) not use or permit the use of any software, hardware, application or process that interferes with the Services, interferes with or disrupts servers, systems or networks connected to the Services, or violates the regulations, policies or procedures of such servers, systems or networks, accesses or attempts to access Our other customers' accounts, servers, systems or networks without authorization, or harasses or interferes with Our other customers' use and enjoyment of the Services; (e) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover or attempt to derive the source code or underlying program of any software making up the Services; (f) falsely imply any sponsorship or association with Us; (g) use the Services in any unlawful manner, including but not limited to violation of any person's privacy rights; (h) use the Services to send unsolicited communications junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (i) use the Services to store or transmit any content that infringes upon any person's intellectual property rights; (j) remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on the Services or the Website, or add any other markings or notices to the Services or the Website; (k) use the Services to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory or promotes any financial exploitation or a criminal activity; (l) modify, port, adapt, translate or create any derivative work based upon the Services or the Website; (m) use the Services to store or transmit any "protected health information" as that term is defined in 45 C.F.R. 160.103 unless expressly agreed to otherwise in writing by Us; (n) use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, worms or cancelbots or any other similar harmful software ("Malicious Software"); (o) establish a link to the Websites in such a way as to suggest any form of association, approval or endorsement on Our part where none exists; (p) use the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of applicable law; (q) use of the Services for any purpose prohibited by applicable export laws and regulations, including without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology or related to the sale of controlled substances such as illegal drugs, tobacco products, prescription drugs or medications, steroids such as human growth hormone; (r) try to use, or use the Services in violation of these Terms and/or applicable law. Neither You nor any of Your Affiliates shall access or use the Services or Websites if such individual or entity is our competitor. You and Your Affiliates shall not access or use the Services or Website to evaluate its functionality or performance for competitive purposes, including for developing any similar application, product or service. Further, at Our sole discretion, any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities.

Except to the extent caused by Our willful breach of these Terms, We will not be responsible for any alteration, compromise, corruption, damage or loss that may result from Your failure to protect Your login information, including any passwords. You agree to notify Us immediately of any unauthorized access or use of Your Account, log-in information, credentials or passwords, or any unauthorized activity in Your Account.

Changes to Website & Services.

Websites. We have the right but not the obligation to change content on Our Websites at any time. We may discontinue or change any part of Our Websites, that does not affect the Services, without notifying You.

Services. We reserve the right to make any such changes effective immediately to maintain the security of the system or User access information or to comply with any laws or regulations, and may provide to You with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes. We may, from time to time, perform maintenance upon the Services resulting in interrupted service, delays or errors in the Services. We will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

Intellectual Property Rights

Ownership. All right, title and interest in and to all of Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and other intellectual property and/or proprietary rights in or related to the Services, including the Websites, and any part of it (collectively, the "Numberz Intellectual Property Rights"), are owned or licensed by and shall remain exclusively with Us and/or the Sub-processors. We are the owner or the licensee of all Numberz Intellectual Property Rights in the Websites, and the content or material published on it. Those works are protected by copyright laws and treaties around the world. You must not use any part of the content on the Websites for commercial purposes without obtaining appropriate licenses. Subject to the limited rights expressly granted by Us to You in Section 2 (Access & Use of the Services) of these Terms, You do not have any right, title to or interest in the Numberz Intellectual Property Rights. By using the Services, You grant Us a limited license to access, disclose, process, transmit and use Your Service Data for providing the Services to You and for complying with these Terms. We claim no intellectual property rights over the Service Data. All rights not expressly granted to You in these Terms are reserved by Us and/or the Sub-processors.

Grant of License to Us. You may choose or We may invite You to submit suggestions, recommendations, enhancement requests or other feedback about the Services ("Feedback"). By submitting any Feedback, You agree that such Feedback is gratuitous, unsolicited and without restriction, and You grant Us a fully paid up, royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate Feedback, in whole or in part, into the Services or Websites. Further, unless You notify Us otherwise via e-mail to [email protected], You grant Us a fully paid up, royalty-free, worldwide, transferable license to use Your name and logo to identify You as Our customer on the Websites or in other sales or marketing materials, provided however, We will not issue any press release without Your prior consent.

Sub-processors, Other Services and Third-party Content

Sub-processors. Certain third parties (each, a "Sub-processor") may assist Us in providing the Services by delivering their products and/or services as part of the Services. We contract directly with the Sub-processors for the provision of their products and/or services, which are integrated with or are an integral part of the Services. The products and services provided by the Sub-processors do not include any of the Other Services. We will maintain a list of Our Sub-processors on the https://www.numberz.co/privacy-sub-processors website.

Other Services. Certain other services ("Other Services") such as integrations and apps may be made available to You for integration with the Services. These Other Services are governed by their own terms and privacy policies and You agree that We are not responsible for Your use of these Other Services where You choose to enable these Other Services and integrate them into the Services. By enabling the Other Services, You understand and agree that We do not provide any warranties for Other Services and We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You understand that We are not responsible for providing technical support for Other Services or for the data hosting and data transfer practices followed by providers of such Other Services. To this extent, You agree to address any comments, queries, complaints or feedback about such Other Services with the respective developers or publishers as specified in those forums.

  • Financial Services. All financial services (including but not limited to Loyalty Management, Cash Discounting and other incentive schemes, Receivables Financing, Payment Gateway, Receivables insurance etc), if applicable, shall be offered by and agreed to between You and/or User(s) and third party service providers. You understand and agree that We are not responsible, We do not provide any warranties, and We are not liable for any damage or loss caused or alleged to be caused by or in connection with third party service providers.
  • Loan Services. All loan services (including but not limited to loans, credit lines etc), if applicable, shall be offered by and agreed to between You and/or User(s) and third party loan providers. You understand and agree that We are not responsible, We do not provide any warranties, and We are not liable for any damage or loss caused or alleged to be caused by or in connection with third party service providers.

Third-Party Content. The Services and Websites may also contain links to websites, resources and/or other content provided by third parties (the "Third-Party Content"). We do not endorse any Third-Party Content. You agree that We are not responsible for the quality, performance, reliability or security of any Third-Party Content, and that We are not responsible for any damages in connection with Your and/or Users' and/or End-Customers' access or use of any Third-Party Content, or Your reliance on the privacy practices, data security measures or other policies of any Third-Party Content. You acknowledge and agree that each Third-Party Content is governed by that third party provider's terms and privacy policy and that We do not have any control over such services or the Third-Party Content. To this extent, You agree to address any comments, queries, complaints or feedback regarding the Third-Party Content with the third party providing them.

Billing & Payments.

Subscription Fees. You shall be charged a fee based on Your Subscription ("Subscription Fees"). Unless specified otherwise herein or in a Proposal, the Subscription Fees are payable in full and in advance until Your Subscription is terminated in accordance with Section 8 (Term, Termination and Suspension).

Payment. You hereby authorize Us and/or Our authorized agents, as applicable, to bill You in accordance with Your Subscription and/or Proposal for Your Subscription (and any renewal thereof). Payments will be billed to You in Indian Rupees, or in other currencies which may be made available (plus any and all applicable taxes) and your account will be debited when You subscribe and provide your payment information. You must notify Us of any change in Your payment account information, either by updating Your Account or via e-mail to [email protected].

  • You must pay with one of the following: 1. Credit Cards
    2. Debit Cards;
    3. Internet Banking;
    4. Any other mode of payment, as may be decided and made available on the Website;
    5. Offline modes like cheque, Demand Draft, as might be mutually agreed in the Proposal or mentioned to our Sales/Customer Success/Support.
  • Under these Terms, the payment processing services for the Services purchased on the Website are provided by third party payment gateways (like Razor Pay) depending on the type of payment method used for Services. In the event You choose to pay through any mode processed via a third party, You shall be governed by such third party terms of services and We shall not be responsible for any such third party processing services.

Renewal. We will automatically renew your monthly, quarterly, or annual Services at the current rates or at a previously agreed escalation, unless the Services are cancelled or terminated under this Agreement. Additional cancellation or renewal terms may be provided to You on the Website or via an Addendum to these Terms.

Refunds. Unless otherwise specified in these Terms or the Proposal, all Subscription Fees are non-refundable. We do not provide refunds or credits for any partial use or non-use of the Services.

Delayed Payments/Non-payment of Subscription Fees. If Your payment and registration information is not accurate, current, and complete and You do not notify Us promptly when such information changes, We may suspend or terminate Your Account without notice. If You do not notify Us of updates to Your payment method (e.g., credit card expiration date), to avoid interruption of Your service, We may participate in programs supported by Your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and You authorize us to continue billing Your Account with the updated information that We obtain. While availing any of the payment methods available on the Website or any other modes as mentioned in the Proposal, We will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to You due to: (a) lack of authorization for any transaction(s), (b) exceeding the preset limit mutually agreed by You and between "Bank(s)", (c) any payment issues arising out of the transaction, or (d) decline of transaction for any other reason(s).

Term, Termination & Suspension.

Term. As specified in a Proposal, a Subscription is valid for a monthly, quarterly, or annual period beginning on the date of Your Subscription ("Initial Term") and shall renew automatically for a term equivalent in length to the then expiring term ("Renewal Term") unless terminated in accordance with these Terms. For the purposes of these Terms, "Term" shall mean the Initial Term and any Renewal Terms.

Termination by You. You may terminate a Subscription at any time by providing thirty (30) days’ prior written notice of termination to Us at [email protected] and ceasing all use of the Services.

Suspension and Termination by Us. In the event of any actual or threatened breach of these Terms by You (including non-payment of Subscription Fees), We may immediately suspend all or part of Your Subscription(s). We may terminate these Terms, including Your Subscription(s), if You have breached any of these Terms and if that breach can be cured, You fail to cure that breach within fifteen (15) days after receiving written notice of that breach from Us ("Your Cure Period").

Consequences of termination of a Subscription.

  • Consequences. Upon termination, Your account will be deleted with immediate effect and You will not be able to access the Services. If You cancel your account with Us, We are not under any obligation to retain Your information. However, We may retain your information for twelve (12) months after You cancel Your account with Us, as required by Our business practices or based upon the terms imposed upon Us legally and/or by Our vendor partners. We shall not be liable to You or any other third party for suspension or termination of Your Subscription or Your access to and use of the Services, including any destruction of Service Data, if such suspension or termination is in accordance with these Terms. You shall immediately destroy (or, at Our request, return) Our Confidential Information in Your possession or control.
  • Subscription Fees. Unless waived by Us in writing or where the total Subscription Fees has already been prepaid, if a Subscription is terminated in accordance with Section 8(b) (Termination by You) or 8(c) (Suspension and Termination by Us) of these Terms, in addition to other amounts You may owe Us, You must immediately pay all unpaid Subscription Fees for the Term accrued through and including Your Cure Period.

Confidentiality.

The access, disclosure and use of Confidential Information and any other rights and obligations regarding such information shall be solely and exclusively governed by these Terms. The provisions of this Section 9 (Confidentiality) shall supersede any non-disclosure agreement between the Parties entered prior to these Terms that would purport to address the confidentiality of Confidential Information and such agreement shall have no further force or effect with respect to Confidential Information. All confidentiality obligations shall remain in force and effect for the Term plus one (1) year.

You or Numberz (the "Disclosing Party") may from time to time, while Your Subscriptions are valid, disclose to the other (the "Receiving Party") the Disclosing Party's confidential, proprietary and/or non-public information, materials or knowledge that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information, materials or knowledge and/or the circumstances of disclosure (the "Confidential Information"). For purposes of these Terms, Your Confidential Information includes Service Data, and Our Confidential Information includes the Services, Documentation and the contents of any Proposal. The Receiving Party agrees to protect the Disclosing Party's Confidential Information from unauthorized access, disclosure or use in the same manner that the Receiving Party protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. The Receiving Party will only access and use the Disclosing Party's Confidential Information in connection with performing these Terms (or as expressly authorized by the Disclosing Party in writing), and will disclose the Disclosing Party's Confidential Information only to the employees and contractors of the Receiving Party who have a need to know the Confidential Information for purposes of performing these Terms (or for other purposes as expressly authorized by the Disclosing Party in writing) and who are under a duty of confidentiality no less restrictive than the Receiving Party's duty hereunder.

The Receiving Party's obligations with respect to Confidential Information of the Disclosing Party will terminate if the Receiving Party can document that such information (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party free from any obligation of confidence, (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions, (iii) is, or through no fault of the Receiving Party has become, generally available to the public or (iv) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party's Confidential Information. In addition, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or a court or other judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such compelled disclosure promptly and in writing (to the extent legally permitted) and cooperates with the Disclosing Party, at the Disclosing Party's reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.

The Receiving Party will return to the Disclosing Party all Confidential Information of the Disclosing Party in the Receiving Party's possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the written request of the Disclosing Party. At the Disclosing Party's request, the Receiving Party will certify in writing that it has fully complied with its obligations under this Section 9 (Confidentiality).

Data Disclosure, Access & Usage.

We store and process Your Service Data including any personal information collected, if any, on computers that may be protected by physical as well as reasonable technological security measures and procedures in accordance with applicable law. You can view Our Privacy Policy provided with the Services and on the Website for the Services. You agree to the Privacy Policy terms, and any changes published by Us. We may share your Service Data with Our other corporate entities and Affiliates. These entities and Affiliates may market to You as a result of such sharing unless You explicitly opt-out. You agree that We may use, maintain and process your Service Data including personal information, in accordance with applicable data protection law, the Privacy Policy and the Data Processing Addendum. You give Us permission to combine information You enter or upload for the Services with that of other users of the Our Services in an anonymized, aggregated form. You also consent and grant Numberz permission to share or publish summary results relating to research data and to distribute or license such data to third parties. If You object to Your Information being transferred or used in this way please do not use Website.

You acknowledge and agree that in order to provide You with access to and use of the Services, We may provide Your access information and Account data to (i) your employee(s) or agent(s) who is/are identified in the registration data as the current system administrator for your Account (the "Current Administrator"), and (ii) such other employee(s) or agent(s) who may be designated by You as a replacement administrator for the Your Account by following the procedures required by Us to effectuate such replacement. Any other person You identified as an authorized User of the Services will have access to the Account data subject to the access permissions You or the system administrator assigned to them.

Trial & Beta Versions.

If You consent or register for a trial use of the Services ("Trial Period"), You must decide to purchase a license to the Services, at the rate prevailing at the time of registration, within the Trial Period in order to retain any Service Data that You have entered through the Services, created within the data file, posted or uploaded during the Trial Period. If You do not purchase a license to the Services by the end of the Trial Period, your Service Data will no longer be available to You. To be very clear, after using the Services during the Trial Period, if You decide not to purchase the license to the full version of the Services, You will not be able to access or retrieve any of the Service Data You added or created with the Services during the Trial Period.

From time to time, We may, at Our sole discretion, include new and/or updated beta features ("Beta Features") in the Services for Your use. You understand and agree that Your use of the Beta Features is voluntary and We are not obligated to provide You with any Beta Features. You understand that once You use the Beta Features, You may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, You may not be able to return or restore Service Data created within the Beta Feature, back to the earlier non-beta version. The Beta Features are provided on an "AS IS" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at Your sole risk.

Disclaimer.

OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT OUR SERVICES OR ANY PART THEREOF, OR USE THEREOF WILL BE ERROR-FREE, UNINTERRUPTED, SECURE OR VIRUS FREE, WILL MEET YOUR QUALITY AND PERFORMANCE REQUIREMENTS, OR WILL BE CORRECTED FOR ANY DEFECTS WITHIN A STIPULATED PERIOD PURSUANT TO ANY SERVICE LEVEL AGREEMENT. YOU UNDERSTAND THAT IN USING OUR SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES THAT ARE NOT UNDER OUR CONTROL. WE MAKE NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES. YOU ASSUME THE ENTIRE RISK OF AND SHALL NOT HOLD US RESPONSIBLE FOR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF SERVICE DATA NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY US.

Numberz is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. You are advised to consult a competent professional, if/when You need this type of assistance.

Limitation of Liability.

EXCEPT FOR YOUR MISAPPROPRIATION OR VIOLATION OF CHARGEBEE INTELLECTUAL PROPERTY RIGHTS AND BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF BUSINESS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF CUSTOMER DATA) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OUR SERVICES, THE DOCUMENTATION OR USE THEREOF OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THIS LIABILITY LIMITATION, SHOULD WE HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, AND EXCEPT FOR YOUR MISAPPROPRIATION OF INTELLECTUAL PROPERTY AND BREACH OF YOUR CONFIDENTIALITY OBLIGATIONS, EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE FEES PAID AND PAYABLE BY YOU FOR OUR SERVICES FOR THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR SUCH DAMAGE. FOR CLARITY, THE ABOVE LIMITATIONS SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS TO US FOR THE SERVICES. NO CLAIM MAY BE PURSUED BY YOU MORE THAN ONE (1) YEAR AFTER THE FACTS GIVING RISE TO SUCH CLAIM HAVE ARISEN. THIS LIABILITY LIMITATION FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL SURVIVE AND APPLY EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

Indemnification.

If We reasonably believe that Your use of the Services is likely to be enjoined, or if the Services are held to infringe a valid United States patent, copyright or trademark and all use of such Services by You is thereby enjoined, We shall, at Our expense and sole option, (i) procure for You the right to continue using the Services as set forth hereunder, (ii) replace the Services with other non-infringing services or software of substantially equivalent functionality or (iii) modify the Services so that there is no infringement, provided that such modified services or software provides substantially equivalent functionality. If, in Our reasonable opinion, the remedies above are infeasible or commercially impracticable, We may, at Our sole discretion, terminate Your Subscription(s).

Subject to Your compliance with these Terms, We, if notified promptly in writing and given authority, control, information and assistance at Our expense for defense and settlement of same, shall defend You against any third party action, suit or proceeding brought against You so far as it is based on a claim that the use of the Services infringes a United States patent, copyright or trademark, and shall indemnify You and hold You harmless for (i) all attorneys' fees, and court or tribunal costs incurred by Us with respect to defense and settlement of such third party claim, (ii) any judgments, fines, costs and penalties awarded by any court or tribunal against Us and/or Our customers, including You, for such third party claim and (iii) any amounts paid in settlement of such third party claim as mutually agreed by Us and the third party in such claim. We will have no liability or obligation with respect to any third party claim if such claim is caused in whole or in part by (i) modification of the Services by anyone other than Us; (ii) the combination, operation or use of the Services with any other software, hardware, application or process where the Services would not by themselves be infringing; (iii) compliance with designs, data, materials, instructions or specifications provided by You; (iv) use of the Services by You and/or Users in violation of these Terms; or (v) any ‘Other Services' and/or ‘Third-Party Content'.

SECTIONS 16(a) AND 16(b) (Indemnification) SET FORTH YOUR SOLE AND EXCLUSIVE REMEDY AND OUR SOLE, EXCLUSIVE AND ENTIRE OBLIGATION AND LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF INTELLECTUAL PROPERTY RIGHTS. You agree that You shall, in no event, settle any matter without Our prior written approval.

You will indemnify and hold Us and/or Our Affiliates harmless against any claim brought by a third party against Us and/or Our Affiliates, and Our respective employees, officers, directors and agents arising from or related to use of the Services by You in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that (a) We notify You of the threat or notice of such claim; (b) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) We reasonably cooperate with You at Your expense in connection therewith. Notwithstanding the foregoing, We may participate in the defense of any matter with counsel of Our own choosing at Our cost and expense, and You will not settle any matter without Our prior written consent, unless the settlement fully and unconditionally releases Us and/or Our Affiliates and does not require Us and/or Our Affiliates to pay any amount, take any action or admit any liability.

Survival

Sections 3 (Your Responsibilities), 5 (Intellectual Property Rights), 7 (Billing and Payments), 8 (Term, Termination and Suspension), 9 (Confidentiality), 10 (Data Disclosure, Access & Usage), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15 (Survival), 17 (General) of these Terms and such other provisions that by their nature are intended to survive termination, shall survive any expiration or termination of these Terms. Termination of these Terms shall not limit either Party's liability for obligations accrued as of or prior to such termination or for any breach of these Terms.

Communication

When You use the Website or send emails or other data, information or communication to Us, You agree and understand that You are communicating with Us through electronic records and You consent to receive communications via electronic records from Us periodically and as and when required. We may communicate with You by email or by such other mode of communication, electronic or otherwise. We may be required by law to send You communications about the Services or Third Party Content. You agree that We may send these communications to You via email or by posting them on our Website.

General.

Parties. The Parties are independent contractors. Nothing in these Terms shall be deemed to constitute a partnership, joint venture, employment or franchise between the Parties, nor constitute any Party as the agent of the other Party for any purpose or entitle any Party to commit or bind the other Party in any manner.

Entire Agreement and Revisions. These Terms including any exhibits and Proposals, constitute the entire agreement, and supersede all prior or contemporaneous, written or oral understandings, communications or agreements between the Parties regarding such subject matter, including any click-wrap terms. Any use of Your pre-printed forms, such as purchase orders, are for convenience only, and any pre-printed terms and conditions set forth in Your printed forms that are in addition to, inconsistent or in conflict with, or different than, these Terms shall be null and void. Neither commencement of performance, nor failure to object to any additional or different terms and conditions from You, nor provision of Services, by, in each case, Us or Our other Group Companies shall constitute an acceptance of any terms and conditions proposed by You that are in addition to, inconsistent or in conflict with, or different than, these Terms. In the event of a conflict between any Proposal and these Terms, the Proposal shall prevail to the extent it is intended to. We may amend these Terms from time to time by posting the most current version on Our Website, in which case the new Terms will supersede prior versions. Please check these Terms periodically to take notice of changes as they will be binding on You. If an amendment materially affects Your rights, We will notify You (by, for example, sending a message to the e-mail address associated with Your Account, or posting on Our blog or on the Website or as a notification inside the Services). Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. If You do not agree to an amendment, You may terminate Your use of the Services or request Us to terminate the provision of Our Services to You.

Severability and Waiver. If any provision of these Terms is held to be unenforceable by a court of competent jurisdiction, the unenforceable provision shall be replaced by the court with an enforceable provision that comes closest to the Parties' intent underlying the unenforceable provision, and the remaining provisions of these Terms shall remain in full force and effect. The unenforceability of any provision in any jurisdiction shall not affect the enforceability of such provision in any other jurisdiction. Our non-exercise of any right herein does not constitute a waiver of that right or provision of these Terms. Any term of these Terms may be waived only by a separate written agreement signed by Our authorized representative.

Assignment. We may assign or transfer all or any part of these Terms or Our rights under these Terms or delegate the performance of Our duties under these Terms in whole or in part to any of Our Affiliates, or in connection with any acquisition, consolidation, merger, reorganization, transfer all or substantially all of Our assets or other business combination, or by operation of law without Your consent and without providing notice. We may subcontract Our obligations hereunder, provided that We shall at all times remain responsible for the performance of the subcontractor. You may not assign or transfer any part of these Terms, or delegate Your duties or responsibilities under these Terms, by business combination, operation of law or otherwise without Our prior written consent. Subject to the foregoing, these Terms will bind and benefit the Parties and their respective successors and permitted assigns.

Third Party Beneficiaries. Except as expressly provided in these Terms, nothing in these Terms, express or implied, is intended to confer upon any party (other than the Parties hereto, their respective successors and permitted assigns and the Sub-processors) any rights or obligations, to enforce these Terms.

Governing Law. These Terms shall be governed by the laws of the State of Delaware, United States. These Terms shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The respective courts of Delaware, United States shall have exclusive jurisdiction for any dispute between the Parties, and the Parties consent to venue and personal jurisdiction there. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY. YOU AGREE THAT ANY PROCEEDINGS, INCLUDING ANY ARBITRATION, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Each Party shall have the right, at its election, to seek injunctive or other equitable relief in any court of competent jurisdiction to enforce these Terms, which remedy will be cumulative and not exclusive. If any action is pursued to enforce or obtain compliance with these Terms, the prevailing Party shall be entitled to reasonable attorneys' fees and costs, in addition to any other relief to which such Party may be entitled.

Force Majeure and Other Events. We will make commercially reasonable efforts to keep the Services operational twenty-four (24) hours a day and seven (7) days a week, however, We shall not be liable for inadequacy of or irregularity in the Services caused by (i) any circumstance beyond Our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, technical failures (including failures in telecommunications, internet, internet service provider or hosting facilities, power shortages) or acts undertaken by third parties, including without limitation, denial of service attacks; (ii) sub optimal functionality, availability or downtime of Your payment gateway and/or ‘Other Services'; (iii) Your, or Your Users' use of the Services in an unauthorized, improper or unlawful manner; or for any misuse or modification or damage of the Services caused by You or Users; or any breach of these Terms by You or Users; or (iv) planned downtime for maintenance, upgrades and updates for which We will use commercially reasonable efforts to provide at least forty-eight (48) hours prior notice (collectively, the "Force Majeure and Other Events"). Despite Our efforts, the Services or any functionality may from time to time encounter technical or other problems and may not continue to be uninterrupted. We are not responsible for any such problems, interruption, any ongoing obligation to offer Our Services or any functionality, or any damages resulting therefrom.

Notices. All notices to be provided by Us to You under these Terms may be delivered in writing by an internationally recognized overnight courier or U.S. mail to the mailing address provided by You while subscribing to the Services, or by electronic mail to the e-mail address provided by You in connection with Your Subscription. You may opt out of receiving e-mails from Us by clicking on the "unsubscribe" or "opt-out" link in the e-mails, and in the absence of such links, by reaching out to Us at [email protected] or by terminating Your Subscription. The contact information for a notice to Us by courier or U.S. mail is CHARGEBEE INC., 340 S. Lemon Avenue, Suite #1537, Walnut, California 91789, United States with a CC to [email protected] or [email protected] All notices shall be deemed delivered upon receipt.

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