 
Terms of Use
This Service Agreement that you are entering into with
Charge Today, LLC doing business as ChargeToday.com
(“ChargeToday.com”) is a legal document that details
your rights and obligations. By visiting this website
you agree to be bound by the terms and conditions of
this Service Agreement. If you do not agree please do
not use or access our website. The
ChargeToday.com website and related services are
offered to you conditioned upon your acceptance without
modification of these Terms of Service. From time to
time, it may be necessary for
ChargeToday.com to update or revise certain
provisions of the Terms of this Service Agreement. By
using this Web Site or joining
ChargeToday.com and accepting the Service
Agreement, you agree that
ChargeToday.com may change the terms of this
Service Agreement in its sole discretion without
specific notice to you. If you don't agree to the
changes proposed by ChargeToday.com,
or to any terms in this Service Agreement, your only
remedy is to cancel your use of the services offered
under this agreement.
1. Description of Service
ChargeToday.com operates
this Web site and associated web pages, which, for
purposes of these Terms of this Service Agreement, will
be referred to as the “ChargeToday.com
Web Site(s)”. ChargeToday.com
offers you access to the
ChargeToday.com Web Sites, which provides you
access to a collection of resources, including, but not
limited to, member services, software programs and
downloadable services (the “Service”).
ChargeToday.com offers you
access to the ChargeToday.com
Web Site in exchange for your payment of the fees, as
applicable, and your agreement to accept and comply with
the terms, conditions, policies and notices stated here
and as may be modified by
ChargeToday.com from time-to-time in its sole
discretion without notice to you. Notwithstanding the
foregoing, ChargeToday.com
reserves the right to reject any registration for any
reason. Unless explicitly stated otherwise, any new
features or products that change, augment or enhance the
current Service shall be subject to this Service
Agreement.
2. General Use
of the
ChargeToday.com
Web Site
You promise that you will not use the
ChargeToday.com Web Site or
the Service in whole or in part, for any purpose that is
unlawful or prohibited by this Service Agreement. You
agree that you will not modify, copy, distribute,
transmit, display, perform, reproduce, publish, license,
create derivative works from, frame in another web page,
use on any other Web site, transfer, or sell any
information, software, lists of users, databases or
other lists, products or services provided through or
obtained from the ChargeToday.com
Web Site. This means, among other activities, that you
agree not to engage in the practices of screen scraping,
database scraping, or any other activity with the
purpose of obtaining lists of users or other
information. You agree that you will not use the Service
in any manner that could damage, disable, overburden, or
impair the ChargeToday.com
Web Site or interfere with any other party's use and
enjoyment of the ChargeToday.com
Web Site. You may not obtain or attempt to obtain any
materials or information through any means not
intentionally made available or provided for through the
ChargeToday.com Web Site.
Except with the written permission of
ChargeToday.com, you agree
that you will not access or attempt to access password
protected, secure or non-public areas of the
ChargeToday.com Web Site.
Unauthorized individuals attempting to access prohibited
areas of the ChargeToday.com
Web Site may be subject to prosecution.
3. Charges and
Billing
You hereby authorize
ChargeToday.com to charge your credit card in
advance for all fees incurred by you in connection with
your ChargeToday.com account
and the service you have chosen. In most cases, we will
be charging your designated credit card or checking
account every month, but some charges may accumulate on
your account before they are charged to your card. It is
your responsibility to notify
ChargeToday.com if your credit card has expired
and to make changes or your service may be disconnected
or interrupted. All fees shall be paid in U.S. dollars.
ChargeToday.com reserves the
right to change our fees or billing methods at any time,
provided, however, that such modifications shall not
take effect earlier than thirty (30) days after
ChargeToday.com posts such
modification on the ChargeToday.com
Web Site. ChargeToday.com
also has the right to collect applicable taxes and
impose premium surcharges for some areas of the service
and these surcharges may apply immediately after you
register for the Service. We expect you to pay your
account balance on time. Amounts not paid by you to
ChargeToday.com when due
will be assessed an additional 1.5% (or the highest
amount allowed by law, whichever is lower) per month if
your payment is more than thirty (30) days past due.
That amount is also due immediately. You are responsible
and liable for any fees, including attorney and
collection fees, that
ChargeToday.com may incur in its efforts to
collect any remaining balances from you. You also agree
that you will be billed for and will pay any outstanding
balances if you cancel any Service. You should let
ChargeToday.com know about
any billing problems or discrepancies within thirty (30)
days after they first appear on your account statement.
If you do not bring them to
ChargeToday.com's attention within thirty (30)
days, you agree that you waive your right to dispute
such problems or discrepancies.
4.
Registration
In order for you to participate in the Service,
ChargeToday.com will require
that you provide specific information about yourself
and/or your business. If you choose to participate, you
agree to provide true, accurate and complete information
and to refrain from impersonating or falsely
representing your affiliation with any person or entity
(such information being “Member Data”). Member Data and
certain other information about you and/or your business
are subject to our Privacy Policy. You agree and
acknowledge that Member Data from the registration
process is used to send you information about
ChargeToday.com and the
Service, including, but not limited to, the use of your
email address for newsletters and other necessary
company communication. For more information,
ChargeToday.com urges you to
review the ChargeToday.com
Privacy Policy that is part of this Agreement.
5. Third Party
Content
The ChargeToday.com Web Site
contains content and information from third party
providers and/or links to their Web sites (“Third Party
Content”). Such content is not under the control of
ChargeToday.com and
ChargeToday.com is not
responsible for such content, including, without
limitation, any link contained in such content, or any
changes or updates to such content.
ChargeToday.com is providing such Third Party
Content to you only as a convenience, and the inclusion
of such content does not imply endorsement by
ChargeToday.com of such
content or the affiliate. You may be subject to
additional and/or different terms, conditions, and
privacy policies when you use third party services,
content, software, or sites.
ChargeToday.com does reserve the right to remove
content that, in ChargeToday.com's
judgment, does not meet its standards, but
ChargeToday.com is not
responsible for any failure or delay in removing such
material.
ChargeToday.com is not and
will not be responsible for (i)
the terms and conditions of any transaction between you
and any third party, (ii) any insufficiency of or
problems with any such third party's background,
insurance, credit or licensing, or (iii) the quality of
services performed by any such third party or any other
legal liability arising out of or related to the
performance of such services. In the event that you have
a dispute with any such third party, you release
ChargeToday.com (and its
affiliates, suppliers, agents and employees) from any
and all claims, demands and damages (actual and
consequential) of every kind and nature, known and
unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with
such disputes.
6.
DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND
AGREE THAT: NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER
THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL,
INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, WHETHER
FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON
BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF
CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT
LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING,
BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL,
PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF
FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA;
STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR
LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES
SHALL CHARGETODAY.COM’S TOTAL LIABILITY TO YOU OR ANY
THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT
EXCEED THE AMOUNTS PAID BY YOU UNDER THIS AGREEMENT TO A
MAXIMUM OF ONE THOUSAND DOLLARS ($1,000.00) REGARDLESS
OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY,
CONTRACT, TORT OR OTHERWISE.
7.
ChargeToday.com
Software Licenses
ChargeToday.com provides you
with a non-exclusive, non-transferable, limited license
to use ChargeToday.com's
software, which you agree to use in accordance with this
Service Agreement. You may not sub-license, or charge
others to use or access, our software without first
obtaining written permission from us. All software is
owned by ChargeToday.com
and/or its suppliers and is protected to the maximum
extent permitted by copyright laws and international
treaty provisions. Any reproduction, modification or
redistribution of the software is expressly prohibited,
and may result in severe civil and criminal penalties.
ChargeToday.com's software,
its structure, sequence and organization and source code
are considered trade secrets of
ChargeToday.com and its suppliers and are
protected by trade secret laws. WITHOUT LIMITED THE
FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY
OTHER SERVER OR LOCATION FOR FURTHER REPORDUCTION OR
REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT
DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE
ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY
SOFTWARE PROVIDED HEREUNDER.
8.
Indemnification
You agree to indemnify, defend, and hold harmless
ChargeToday.com, its employees, members, directors,
managers, officers or agents from and against any loss,
liability, damage, penalty or expense (including
attorneys' fees, expert witness fees and cost of
defense) they may suffer or incur as a result of (i)
any failure by you or any employee, agent or you of you
to comply with the terms of this Agreement; (ii) any
warranty or representation made by you being false or
misleading; (iii) any representation or warranty made by
you or any employee or agent of You to any third person
other than as specifically authorized by this Agreement,
(iv) negligence of you or your subcontractors, agents or
employees, or (v) any alleged or actual violations by
you or your subcontractors, employees or agents of any
governmental laws, regulations or rules.
9.
Copyright and Trademark Notices
All materials on the
ChargeToday.com Web Site (as well as the
organization and layout of the
ChargeToday.com Web Site) are owned and
copyrighted or licensed by
ChargeToday.com, its affiliates or its suppliers.
All rights reserved. No reproduction, distribution, or
transmission of the copyrighted materials at the
ChargeToday.com Web Site is
permitted without the written permission of
ChargeToday.com. Any rights
not expressly granted herein are reserved. Without
ChargeToday.com's prior
permission, you agree not to display or use in any
manner, any of ChargeToday.com
trademarks, whether registered or not.
10. Intellectual
Property
"Intellectual Property"
means all of the following owned by a party: (i)
trademarks and service marks (registered and
unregistered) and trade names, and goodwill associated
therewith; (ii) patents, patentable inventions, computer
programs, and software; (iii) databases; (iv) trade
secrets and the right to limit the use or disclosure
thereof; (v) copyrights in all works, including software
programs; and (vi) domain names. The rights owned by a
party in its Intellectual Property shall be defined,
collectively, as "Intellectual Property Rights." Other
than the express licenses granted by this Agreement,
ChargeToday.com grants no right or license to you by
implication, estoppel or otherwise to any Intellectual
Property Rights of ChargeToday.com. Each party shall
retain all ownership rights, title, and interest in and
to its own products and services and all intellectual
property rights therein, subject only to the rights and
licenses specifically granted herein. ChargeToday.com
(and not you) shall have the sole right, but not the
obligation, to pursue copyright and patent protection,
in its sole discretion, for any Intellectual Property
Rights incorporated therein. You will cooperate with
ChargeToday.com in pursuing such protection, including
without limitation executing and delivering to
ChargeToday.com such instruments as may be required to
register or perfect ChargeToday.com' interests in any
Intellectual Property Rights and any assignments
thereof. You shall not remove or destroy any
proprietary, confidentiality, trademark, service mark,
or copyright markings or notices placed upon or
contained in any materials or documentation received
from ChargeToday.com in connection with this Agreement.
11.
Modification
ChargeToday.com reserves the
right at anytime and from time to time to modify,
discontinue, temporarily or permanently, the Service (or
any part thereof) with or without notice. You agree that
ChargeToday.com shall not be
liable to you or to any third party for any
modification, suspension or discontinuance of the
Service.
12.
Termination and Cancellation
Either you or ChargeToday.com
may terminate or cancel the Service at any time. You
understand and agree that the cancellation of your
account is your sole right and remedy with respect to
any dispute with ChargeToday.com.
This includes, but is not limited to, any dispute
related to, or arising out of: (1) any term of this
Service Agreement or
ChargeToday.com's enforcement or application of
any such term; (2) any policy or practice of
ChargeToday.com, including
ChargeToday.com's Privacy
Policy and Anti Spam Policy, or
ChargeToday.com's enforcement or application of
these policies; (3) the content available through
ChargeToday.com or any
change in content provided through
ChargeToday.com; or (4) the amount or type of
fees, surcharges, applicable taxes, billing methods, or
any change to the fees, applicable taxes, surcharges or
billing methods. All other provisions of this Agreement
which may reasonably be construed as surviving such
termination will survive the termination of this
agreement, including, but not limited to paragraphs 2,
3, 5, 6, 7, 8, 9, 10 and 11.
13. General Terms
If any
provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or
unenforceable for any reason, the remaining provisions
not so declared shall nevertheless continue in full
force and effect, but shall be construed in a manner so
as to effectuate the intent of this Agreement as a
whole, notwithstanding such stricken provision or
provisions. No provision of this Agreement shall be
construed against any party merely because that party or
counsel drafted or revised the provision in question.
All parties have been advised and have had an
opportunity to consult with legal counsel of their
choosing regarding the force and effect of the terms set
forth herein. This Agreement shall be deemed to be
jointly prepared by the parties and therefore any
ambiguity or uncertainty shall be interpreted
accordingly. No term or provision of this Agreement
shall be deemed waived and no breach excused, unless
such waiver or consent shall be in writing and signed by
the party claimed to have waived or consented. Any
consent by any party to, or waiver of, a breach by the
other party, whether express or implied, shall not
constitute a consent to, waiver of, or excuse for any
different or subsequent breach. You may not assign this
Agreement without the written consent of
ChargeToday.com.
ChargeToday.com
may assign this Agreement in its sole discretion without
the written consent of you. The section headings
contained in this Agreement are for convenient reference
only, and shall not in any way affect the meaning or
interpretation of this Agreement. This Agreement,
including all schedules, exhibits and attachments
thereto, sets forth the entire agreement and
understanding of the parties hereto in respect of the
subject matter contained herein, and supersedes all
prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether
oral or written, by any officer, partner, employee or
representative of any party hereto. This Agreement shall
be binding upon and shall inure only to the benefit of
the parties hereto and their respective successors and
assigns. Nothing in this Agreement, express or implied,
is intended to confer or shall be deemed to confer upon
any persons or entities not parties to this Agreement,
any rights or remedies under or by reason of this
Agreement. This Agreement shall be governed by and
construed in accordance with the laws of the State of
Florida (irrespective of its choice of law principles).
The parties hereby agree that any suit to enforce any
provision of this Agreement or arising out of or based
upon this Agreement or the business relationship between
the parties hereto shall be brought in federal or state
court in Daytona Beach, Florida. Each party hereby
agrees that such courts shall have exclusive personal
jurisdiction and venue with respect to such party, and
each party hereby submits to the exclusive personal
jurisdiction and venue of such courts. Each party
hereby agrees that such courts shall have exclusive
personal jurisdiction and venue with respect to such
party, and each party hereby submits to the exclusive
personal jurisdiction and venue of such courts. Should
suit be brought to enforce or interpret any part of this
Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees and costs,
including expert witness fees and fees on any appeal.
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