TERMS OF SERVICE

CartSave.io (herein referred to as “CartSave”, “we”, “us” and/or “our”) provides a platform for any business to increase the amount of abandoned carts it recovers (the “Service”). By signing up and using the CartSave service, you represent that: you are a representative of an organization (herein referred to as “customer”, “you”, and/or “your”), you are duly authorized to enter into these terms and conditions which constitute a contractual agreement (the “Agreement”), and you and the entity you represent do hereby agree to this agreement, the acceptable use policy, and the CartSave privacy policy which are incorporated into and governed by this agreement.

Grant of Rights

Subject to these Terms of Service, CartSave hereby grants to you a non-exclusive, non-transferable worldwide, royalty-free right to access and use the Service during the subscription term you purchased.

Fees & Payment

CartSave will charge Customer the Fees for the Services in advance for each billing period on or after the first day of such billing period. All Fees for Services are due and payable in US Dollars and are non-refundable.

• Customer hereby irrevocably authorizes CartSave to charge the credit card or other payment method provided for any such amounts when due.
• Amounts due will be automatically charged.
• If Customer’s credit card is declined, CartSave will attempt to reach out to Customer for a new payment method.
• If Customer’s credit card expires, Customer hereby gives CartSave permission to submit the credit card charge with a later expiration date.
• If CartSave fails to resolve an issue with Customer resulting from a credit card decline or expiration, CartSave may terminate the service due to non-payment.
• Customer agrees to notify CartSave of all billing disputes within fourteen (14) days of delivery of the billing statement or invoice, and disputes not made within that time are waived.
• Late payments, including those resulting from credit card declines, will accrue interest at a rate of one and one-half percent (1.5%) per month, or the highest rate allowed by applicable law, whichever is lower.

Ownership of Service and Customer Data

The Services are the property of CartSave, and are protected by copyright, trade secret and other intellectual property laws. CartSave and its licensors retain any and all rights, title and interest in and to the Services (including, without limitation, all intellectual property rights), including all copies, modifications, extensions and derivative works thereof.

As between you and CartSave, (a) all Customer Data is your property, and (b) you retain any and all rights, title and interest in and to the Customer Data, including all copies, modifications, extensions and derivative works thereof. “Customer Data” means any data, information or material received by the Service from you or your users in the course of accessing or using the Service.

Privacy, Security, Continuity, and Support

For the purposes of interpreting these Terms of Services, “Privacy Laws” means all U.S. and European Union laws and regulations regarding data privacy and transmission of personal data that apply to CartSave’s provision of the Service to you.

CartSave will use Customer Data only as permitted by Privacy Laws and these Terms of Service; provided, however, that if compliance with any Privacy Laws would materially change CartSave’s costs or risks in providing the Service, each party will have the right to terminate any or all Order Forms and SOW’s upon at least thirty (30) days prior written notice to the other party, unless you and CartSave agree in writing within such 30-day period that CartSave may continue to provide the Service to you.

In the event of a termination under this section, your sole right, and CartSave’s sole obligation, will be for CartSave to promptly refund to you on a pro rata basis any Fees prepaid under applicable Order Forms that are unused as of the termination effective date.

CartSave’s data security program for the Service will: (a) include reasonable security measures to protect against unauthorized access to any Customer Data residing in the Service; and (b) comply with PCI DSS. CartSave will not be responsible or liable for any deletion, correction, damage, destruction or loss of Customer Data that does not arise from a breach by CartSave of its obligations under these Terms of Service.

CartSave will provide technical support for the Service and/or Professional Services as described at www.CartSave.io for as long as you are entitled to receive support or services under an applicable Order Form and/or statement of work.

Term and Termination

Term. These Terms of Service commence on Customer’s agreement commencement date, and continue until all Services subscriptions in all Service Orders have expired or have been terminated. Unless otherwise specified on an applicable Service Order, Customer’s subscription to the Services commences on Customer’s agreement commencement date, and shall continue in effect for thirty (30) days (the “Initial Term”). Thereafter, and unless otherwise specified in a Service Order, each applicable Service Order shall automatically renew for successive thirty (30) day terms (each a “Renewal Term”), unless either party provides notice to the other party of its intention not to renew prior to expiration of the Initial Term or the then-current Renewal Term.

Termination. Either party may terminate the Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach. CartSave may terminate this Agreement at any time without cause and without notice. In addition, CartSave may terminate this Agreement upon notice to Customer if (a) Customer becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, or liquidation for the benefit of creditors; (b) in the event of non-payment; or (c) Customer is on a free-tiered account and such account is inactive for a period of twelve (12) months or more.

Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate (except that all payment obligations accrued prior to termination or expiration shall survive); and (b) CartSave shall have no obligation to retain any Customer Data after any termination or expiration of this Agreement and may delete all Customer Data, unless required by applicable law.

Copyright and License

The Service is owned by us and our licensors and is protected by copyright and other intellectual property laws. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, CartSave’s technology and/or CartSave or its licensors’ intellectual property rights. The CartSave name and any logos and product names associated with the Service are trademarks of CartSave or third parties, and no right or license is granted to use them. All rights not expressly granted herein are reserved by us.

Warranties And Exclusions

EXCEPT AS EXPRESSLY SET FORTH HEREIN, CARTSAVE MAKES NO, AND DISCLAIMS ANY AND ALL, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. CARTSAVE DOES NOT GUARANTEE THAT THE CARTSAVE SERVICE WILL MEET ALL OF CUSTOMER’S REQUIREMENTS. CUSTOMER ACKNOWLEDGES THAT CARTSAVE DOES NOT WARRANT THAT THE CARTSAVE SERVICE WILL OPERATE AT ALL TIMES IN AN UNINTERRUPTED OR ERROR-FREE FASHION, AND CARTSAVE DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO ANY SUCH INTERRUPTION OR ERROR.

Indemnification

Customer will defend CartSave against any claim made or brought against CartSave by a third party (a “Claim”) arising out of Customer’s use of the CartSave Service and will indemnify CartSave for any damages finally awarded against, and for reasonable attorney’s fees incurred by, CartSave in connection with any such Claim; provided that (a) CartSave will promptly notify Customer of such Claim, (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without CartSave’s prior written consent), and (c) CartSave reasonably cooperates with Customer in connection therewith.

Limitation Of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, WILL CARTSAVE BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, WORK STOPPAGE, LOST DATA OR ANY OTHER DAMAGES OR LOSSES, EVEN IF CARTSAVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CARTSAVE’S LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.

Applicable Law and Venue

These Terms and any transactions thereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in state or federal court located in California, and you hereby irrevocably consent to the exclusive jurisdiction of such courts.

Confidentiality

“Confidential Information” means information and materials provided by the disclosing party to the receiving party that are identified as confidential or would reasonably be understood as confidential. Recipient must not use any of Discloser’s Confidential Information for any purpose other than carrying out obligations or exercising rights under these Terms, and must not disclose it except to its affiliates, contractors or consultants who need to know such information and are bound by similar confidentiality obligations. Recipient must treat all Discloser Confidential Information with at least reasonable care. Recipient’s obligations survive for three (3) years after termination.

General Terms

We reserve the right, without notice and in our sole discretion, to terminate your license to use the Services and to block future access. If any provision of these Terms is deemed unlawful or unenforceable, that provision will be severable and will not affect the validity of any remaining provisions.