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Terms

 

This Terms of Use Agreement ("Agreement") sets forth the terms and conditions that apply to your access and use of the Internet websites located at cartrover.com ("CartRover") which are owned and operated by CIO Technologies, Inc, a California corporation. By using the information, links, tools, features, and functionality located on CartRover (the "Service"), you acknowledge that you have read and agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the CartRover websites) or you are a "User" (which means that you have registered an account with CartRover). If you accept this Agreement, you represent that you have the capacity to be bound by it, or if you are acting on behalf of a company or entity that you have the authority to bind such entity. You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with CartRover. The term "you" refers to a Visitor or a User. The term "we" refers to CartRover.

Use of the Service

Your right to access and use CartRover is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use CartRover for lawful purposes. CartRover may, in its sole and absolute discretion, refuse to accept an account registration by any party. Any unauthorized use is strictly prohibited. You acknowledge that you will not use the CartRover data or toolset for any purpose other than stated herein.

Accurate records enable CartRover to provide the Service to you. You must provide true, accurate, current, and complete information about your Bank Account(s), as defined below. In order for the Service to function effectively, you must also keep your registration information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.

Your access and use of CartRover may be interrupted from time to time for any of several reasons, including, without limitation, equipment malfunction, periodic updating, maintenance or repair of CartRover or other actions that CartRover, in its sole discretion, may elect to take.

Description of the Service

CartRover is an order integration application. CartRover is a cloud hosted pass through software which extracts order information from merchant order sources such as call centers, e-commerce shopping carts, internet marketplaces, other order management software, ERP systems or accounting software. The order data is then loaded into the order management, warehouse management or fulfillment software designated by the User. CartRover also, when supported by the order source software, extracts shipping details and inventory data from the shipping system and loads it back to the orders source.

Third Parties

CartRover will from time to time mention other services and/or provide links to other resources on the Internet. These are provided as citations and aids to help you identify and locate other Internet resources that may be of interest, and do not imply any endorsement of such links or the products and services offered at each such site. CartRover also does not endorse, warrant or guarantee the products or services available through banks (or any other third-party products or services mentioned, advertised on, or linked from our site), whether or not sponsored, and CartRover is not an agent or broker or otherwise responsible for the activities or policies of those web sites.

CartRover does not guarantee that the investment, plan, or other service terms, rates, or rewards offered by any particular other third party on CartRover are actually the terms that may be offered to you if you pursue the offer or that they are the best terms or rates available in the market.

Registration Information

You agree and understand that you are responsible for maintaining the confidentiality of your password, which, together with your Login ID e-mail address, allows you to access the Service. That Login ID and password, together with any other contact information you provide, form your "Registration Information." By providing us with your e-mail address, you agree to receive all required notices electronically to that e-mail address. It is your responsibility to update or change that address, as appropriate. If you become aware of any unauthorized use of your Registration or Account Information, you agree to notify CartRover immediately at the email address - help@cartrover.com.

Rights You Grant to Us

By submitting information, data, passwords, usernames, other log-in information, materials and other content to CartRover through the Service, you are licensing that content to CartRover solely for the purpose of providing the Service. CartRover may use and store the content, but only to provide the Service to you. By submitting this content to CartRover, you represent that you are entitled to submit it to CartRover for use for this purpose, without any obligation by CartRover to pay any fees or other limitations.

Intellectual Property Rights

The contents of CartRover, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark and other laws. In addition, CartRover and the logos thereof are trademarks or service marks, or registered trademarks or registered service marks of CIO Technologies, Inc. The contents of CartRover belong or are licensed to CartRover or its software or content suppliers. CartRover grants you the right to view and use CartRover subject to these terms. You may download or print a copy of information provided on CartRover for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from CartRover in whole or in part for any other purpose is expressly prohibited without our prior written consent.

Interference

You agree that you will not:

  1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor CartRover or any portion of CartRover, without CartRover's express written consent, which may be withheld in CartRover's sole discretion; The only exception to this is the CartRover API which may be accessed automatically by a script or program as long as it stays within the intended use of the API and does not disrupt others access to or use of CartRover;
  2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search CartRover, other than the search engines and search agents available through the Service and other than generally available third-party web browsers; The same exceptions and restrictions apply to API access as listed above in #1;
  3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of CartRover or the Service; or
  4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of CartRover or the Service.

Alert Disclaimer

You understand and agree that any alerts provided to you through the Service may be delayed or prevented by a variety of factors. In the event CartRover provides alerts, it will endeavor to do so in a timely manner and with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any alert. You also agree that CartRover shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

Subscription Terms

Hosted Services are provided on a subscription basis for a set term specified in your Order (“Billing Period”). Except as otherwise specified in your Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates) unless you cancel your subscription through your account at app.cartrover.com. If you cancel, your subscription will terminate at the end of the then-current billing cycle, but you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination nor will you have access to additional paid services such as CASS Certification. Monthly subscriptions are billed at the end of the billing period for the amount of the base subscription plus any additional services or interfaces used. The number of interfaces used for the billing period will be counted as the maximum number of interfaces active at any given point during that billing period. The order sources included with the initial license fee do not count towards any unlimited feature. We reserve the right to cancel or suspend your account without warning if you use CartRover in such a way as to cause a detrimental effect to other CartRover users. If we believe this interference is unintentional we will work with you first to resolve this problem. If this cannot be resolved with your current plan, you may be required to move to a higher CartRover plan on a dedicated server. Any discounts applied on your account are not transferable to other accounts and are subject to forfeiture upon account deactivation.

Account Reactivation

Re-activation of an existing account requires valid payment information to be completed regardless of if the account will be charged immediately or at the end of the billing cycle. After cancelling your account, you may re-activate it any time before your information is purged. Inactive accounts will be purged after three months, but this period is subject to change without notification. If re-activating an account before the end of the billing period in which the account was cancelled, the account will be fully reinstated to the same status before deactivation and will not be billed until the end of the billing period which will remain the same date as it was prior to deactivation. If re-activating an account after the end of the billing period in which the account was cancelled, the user will pay a re-activation fee equal to the base account fee at the time of account deactivation, plus the charge for additional interfaces at the rate specified by that plan which will be calculated using the number of interfaces active in the billing period the account was disabled (as described in SUBSCRIPTION TERMS). The regular SUBSCRIPTION TERMS will take effect at the end of the current billing cycle which in the case of reactivation after the end billing cycle the account was deactivated in will be one month from the date the account was reinstated and in the case of reactivation during the same billing cycle the account was deactivated in will be one month from the end of the already existing billing period end date.

Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH CARTROVER OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. CARTROVER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF CARTROVER OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

CARTROVER MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON CARTROVER OR OF THE SERVICE (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. CARTROVER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Limitations on Liabilities

CARTROVER SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO SERVICE FEES, CHARGES, PENALTIES, AND/OR LOSS OF PROFIT, INTEREST, EARNINGS, REVENUE, GOODWILL, OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO CARTROVER, YOUR USE OF, OR INABILITY TO USE, THE SERVICE OR THIS AGREEMENT, EVEN IF CARTROVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CARTROVER'S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AN AGGREGATE MAXIMUM OF $100.00 (ONE HUNDRED UNITED STATES DOLLARS).

Indemnification of CartRover

You shall defend, indemnify, and hold harmless CartRover and its officers, directors, shareholders, and employees, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any violation of this Agreement by you, your violation of any rights of another, or your violation of any federal, state, or other law, rule, regulation in the United States or any other country in the world or any breach of any of your representations, warranties, and/or covenants related thereto.

Ending the Agreement

This Agreement will continue to apply until terminated by either you or CartRover. If you want to terminate your legal agreement with CartRover, you may do so by closing your account for the Service.

CartRover may at any time, terminate its legal agreement with you:

  1. if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
  2. if CartRover in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or
  3. immediately upon notice, to the e-mail address provided by you as part of your Registration Information.

Modifications

CartRover may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the CartRover website. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

Governing Law and Forum for Disputes

This Agreement, and your relationship with CartRover under this Agreement, shall be governed by the laws of the State of California without regard to its conflict or choice of law provisions. Any dispute with CartRover, or its officers, directors, employees, agents or affiliates, arising under or in relation to this Agreement shall be resolved exclusively in Santa Barbara County Superior Court, except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case CartRover may seek such relief in any court with jurisdiction over the parties.

You also acknowledge and understand that, with respect to any dispute with CartRover, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or this Agreement:

  1. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and
  2. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE,AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

Miscellaneous

If any portion of this Agreement is deemed unlawful, void, or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if CartRover does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which CartRover has the benefit of under any applicable law), this will not be taken to be a formal waiver of CartRover's rights and that those rights or remedies will still be available to CartRover.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement. This Agreement represents the entire understanding and agreement between you and CartRover regarding the subject matter of the same, and supersedes all other previous agreements.

This document was last updated on August 3, 2017