Terms of service
By using Cashflowxpert.com you are agreeing to be bound by the terms and conditions (“Terms of Service”) that follow:
Cashflowxpert.com reserves the right to update and change the Terms of Service as may be required from time to time without notice. New features or functionality that are released in addition to the existing service, shall be subject to the Terms of Service. Continued use of the service after any such changes shall constitute your consent to such changes. The most current version of the Terms of Service may be viewed here at any time and should be consulted regularly.
Should any of the terms below be violated, this will result in the termination of your Cashflowxpert.com account. You agree that Cashflowxpert.com cannot be responsible for the content that a user may create and save on the service we provide. You agree to use the Service at your own risk
The following Cashflowxpert.com Terms of Service (collectively with the Order Form (as defined below), the “Terms of Service” or “Agreement”) constitute a legal agreement between you and the entity on whose behalf you are accessing the Services (“User”) and Cogent Software Inc. (“Cashflowxpert.com”), relating to Cashflowxpert.com’s services, which may include but are not limited to: Cashflowxpert.com’s proprietary receivables management platform (the “ARMS Software”); as well as any other services which Cashflowxpert.com offers in the future and any of the features, functions, or content made available in connection with any of the aforementioned services (each a “Service” and collectively, the “Services”). Additional details regarding the Services provided specifically to User may be set forth in an applicable order form entered into between Cashflowxpert.com and User, including any other addenda, attachments or exhibits thereto (collectively, “Order Form”)
USER’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS OF SERVICE. BY CHECKING THE CHECKBOX ON THE TRIAL SIGN UP FORM AND CLICKING ON THE “REGISTER” BUTTON AND USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE ON BEHALF OF USER. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS OF SERVICE ON ITS BEHALF. IF USER DOES NOT AGREE WITH ANY PROVISION OF THE TERMS OF SERVICE, OR YOU DO NOT HAVE AUTHORITY TO BIND USER, YOU MUST CLICK THE “CANCEL” BUTTON AND MAY NOT ACCESS OR USE THE SERVICES IN ANY MANNER FOR ANY PURPOSE.
1. Acceptance of Terms of Service and Basic Warranties
a. By registering for the Services, User represents and warrants that: (i) User is at least eighteen (18) years of age and a legal entity authorized to conduct the lawful business it operates; (ii) User is eligible to register and use the Services and has the right, power, and legal authority to enter into and perform under this Agreement; and (iii) the name identified by User when User registered is User’s name or business name under which User sells goods or services. To be clear, both individuals and businesses may register to use the Services.
b. By registering for the Services, User agrees to these Terms of Service and all other operating rules, policies and procedures that may be published from time to time through the Services by Cashflowxpert.com , each of which is incorporated by reference and each of which may be updated from time to time without notice to User.
c. Certain portions of the Services may be subject to additional terms and conditions specified by Cashflowxpert.com or an applicable Service Party (as defined in Section 13) from time to time including without limitation as set forth in an Order Form; User’s use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. These Terms of Service apply to all users of the Services, including, without limitation, employees and all others who have access to User’s account with the Services.
User will provide reasonable cooperation, assistance, information and access to Cashflowxpert.com as may be necessary to initiate and facilitate User’s use of the Services. Subject to all terms and conditions of these Terms of Service, Cashflowxpert.com will provide User with access to the Services. As part of the implementation process, User will identify an administrative user name and password, along with basic company information, including but not limited to, e-mail address, company name, company address, telephone number that will be used to set up User’s account. As part of the implementation process for payment processing services offered, User will provide bank account information that will be used for credit and debit funds authenticated as part of the Services. For identity authentication and account verification purposes, Cashflowxpert.com reserves the right to ask the user personal authentication questions, including but not limited to, name, last name, email address, telephone number, and share this information with third-party authentication services for the sole purpose of identity verification and account authentication. User shall be responsible for the acts or omissions of any person who accesses the Services using passwords or access procedures provided to or created by User. Cashflowxpert.com reserves the right to refuse registration of, or to cancel, login IDs that violate the Terms of Service and conditions set forth in these Terms of Service. Cashflowxpert.com shall review some or all of the information that User submits in connection with User’s request to register for the Services and may forward such information to its third-party payment processor (“Payment Processor”). User agrees that Cashflowxpert.com may share information about User and User’s Cashflowxpert.com account to its Payment Processor. After User submits its application, Cashflowxpert.com or its Payment Processor may conclude that User will not be permitted to use the Services. By accepting this Agreement, User specifically authorizes Cashflowxpert.com to request identity-verifying information about User, including a consumer or a commercial credit report that contains User’s or User’s business’ name and address. Cashflowxpert.com may periodically obtain additional reports to determine whether User continues to meet the requirements for a Cashflowxpert.com account.
Subject to all terms and conditions of these Terms of Service, Cashflowxpert.com grants to User a nonexclusive, nontransferable, non-sublicenseable right and license to access and use the Services (including the Cashflowxpert.com Materials (as defined below) necessary to use the Services), solely in connection with User’s business. The Services are made available to User solely as hosted by or on behalf of Cashflowxpert.com, and nothing in these Terms of Service shall be construed to grant User any right to receive any copy of any software or systems used to provide the Services. User’s access and use of the Services shall comply with all other conditions set in all documentation, help information, and other documentation regarding the Services, in each case that is provided or made available by Cashflowxpert.com to User in electronic or other form (“Documentation”).
User may, from time to time and in its sole discretion, make suggestions for changes, modifications or improvements to the Services (“Feedback”). All Feedback shall be solely owned by Cashflowxpert.com (including all intellectual property rights therein and thereto) and shall also be Cashflowxpert.com’s confidential information. User shall and hereby does make all assignments necessary to achieve such ownership.
5. User Data
User hereby grants to Cashflowxpert.com a nonexclusive, perpetual, irrevocable, worldwide, sublicensable and royalty-free right and license to access, copy, display, publish, distribute, process, create derivative works from and use all information, data and other content provided by User in connection with its authorized use of the Services (“User Data”), including all data regarding User’s customers (“Customers”), that is used or processed by the Services. In connection with the foregoing license, Cashflowxpert.com reserves the right to use User Data
for: (i) inclusion in Cashflowxpert.com’s products and services, whether directly or indirectly, including without limitation, Cashflowxpert.com’s products and services that are sold on a stand-alone basis and those that are integrated into third-party products and services; (ii) use in products or services which may be sold or licensed to third-parties by Cashflowxpert.com or its distributors; and (iii) Cashflowxpert.com ‘s business use, including without limitation, use in any manner chosen by Cashflowxpert.com, including but not limited to, the use of such User Data to generate, use, and publish aggregate statistical information. The foregoing license shall survive the termination of this Agreement. In all instances, Cashflowxpert.com will not identify User as the source of any User Data, unless Cashflowxpert.com has obtained such User’s consent or if identification is required by applicable law, rule, regulation or judicial process. User agrees that Cashflowxpert.com may request additional information from User at any time and may require User to provide invoices from User’s suppliers, a government issued identification such as a passport or driver’s license, or a business license. Cashflowxpert.com reserves the right to terminate User’s use of the Services upon User’s refusal to provide such additional data. User agrees that (a) the Services depend on the availability of the User Data and (b) Cashflowxpert.com will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the User Data. Except as expressly set forth within the description of a User’s account, Cashflowxpert.com shall have no obligation to screen, edit, monitor, or store User Data or Reports (as such terms are defined below), and Cashflowxpert.com reserves the right, and has absolute discretion, to remove, screen, edit, or disable any User Data or Report at any time and for any reason without notice. User acknowledges that by using the Services, User may be exposed to User Data that is offensive, indecent, or objectionable. User shall be responsible for ensuring that the provision of User Data conforms to User’s privacy policies (including any applicable third-party privacy policies to which Customer or Customer’s data has been associated with in conjunction User’s relationship with Customer) and all applicable laws, rules and regulations.
User shall not directly or indirectly (a) use any of Cashflowxpert.com’s Confidential Information (as defined below) to create any service, software or documentation that performs substantially the same functionality as the Services, (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Services or Cashflowxpert.com materials (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (c) encumber, sublicense, resell, transfer, distribute, rent, lease, time-share or use any Cashflowxpert.com Property, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or information it obtains or learns in connection with User’s use of the Service in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction, (f) act as a payment intermediary or aggregator on behalf of any third-party, including, but not limited to using the Services to handle, process or transmit funds for any third-party or to process cash advances, (g) access or monitor any material or
information on any Cashflowxpert.com’s system using any manual process or robot, spider, scraper, or other automated means unless User has separately executed a written agreement with Cashflowxpert.com that expressly grants User an exception to this prohibition, or (h) perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by Cashflowxpert.com’s other Users, or impose an unreasonable or disproportionately large load on Cashflowxpert.com‘s infrastructure.
User agrees not to upload to the Services or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches any duty toward or rights of any person or entity, including rights of publicity or privacy; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with Cashflowxpert.com’s or its partners’ products and services, as determined by Cashflowxpert.com in its sole discretion; or (f) in Cashflowxpert.com’s sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose Cashflowxpert.com to harm or liability of any nature.
CASHFLOWXPERT.COMRESERVES THE RIGHT TO REJECT AN ACCOUNT FOR ANY REASON, INCLUDING WITHOUT LIMITATION ACCOUNTS THAT COLLECT CONSUMER DEBT.
7. Customer Account Bankruptcy
User will promptly notify Cashflowxpert.com upon receiving any notice of bankruptcy relating to any Customer accounts.
8. Pricing and Payments
Fees. User agrees to pay Cashflowxpert.com for the Services the fees set forth in the applicable Order Form(s), upon the terms set forth therein or in an applicable invoice for such Services.
Third-party Services. Please note that where the Services connect User with third-parties providing additional services, User may be required to make payment for such third-party services directly to such third-party. In the foregoing instance, the processing of such payments will be subject to the terms, conditions and privacy policies of such third-party. Please also note the Subscription Fee may or may not incorporate and cover costs and fees incurred by Cashflowxpert.com for third-party services that are incorporated into the Services.
Taxes. Unless otherwise noted, all payments required by these Terms of Service are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes). Cashflowxpert.com is not a bank and does not offer banking services as defined by the United States Department of Treasury, nor does it offer money service business (“MSB”) services as defined by the United States Department of Treasury. Should User be located or registered in Canada, applicable Federal and Provincial Sales Taxes will be applied to all charges.
Renewal Rates; Pricing Increases. The price for the same level of access to a particular Service during an Automatic Renewal Term (as defined in Section 18) will be the same as the price for such level of access to such Service during the immediately prior term; provided that Cashflowxpert.com reserves the right to increase fees for any of the Services up to fifteen percent (15%) upon written notice to User at least 30 days before the end of the then-current term, with such pricing increase to become effective upon the beginning of the immediately following Automatic Renewal Term. Cashflowxpert.com reserves the right to further change and/or modify the Fees invoiced to User upon written notice to User at least 30 days prior to the end of the then-current term, and such change shall not take effect until the beginning of the next term. Customer may elect not to renew the Services upon receiving notice of such fee increase. For clarity, increases in functionality, features, access levels, clients, users, or any other aspect of a Service initiated or purchased by Customer may lead to increased fees not subject to the notification requirements set forth in this section.
“Confidential Information” means, with respect to Cashflowxpert.com, all financial, business or technical information disclosed by or for Cashflowxpert.com in relation to the Services or these Terms of Service that is of a nature that is not considered a Report or a Result and should otherwise reasonably be considered to be confidential and proprietary. Except for the specific rights granted by these Terms of Service, neither party (“Recipient”) may use, copy or disclose any of the other’s (“Discloser”) Confidential Information without Discloser’s written consent, and shall use reasonable care to safeguard Discloser’s Confidential Information, including ensuring that Recipient’s employees, contractors and agents (“Representatives”) with access to Discloser’s Confidential Information have a need to know for the purposes of these Terms of Service and are bound by substantially similar confidentiality obligations. The foregoing obligations shall not apply to any Confidential Information (other than PII) that Recipient can demonstrate is (a) already known by it without restriction, (b) rightfully furnished to it without restriction by a third-party not in breach of any obligation to Discloser, (c) generally available to the public without breach of these Terms of Service or (d) independently developed by it without reference to or use of any of Discloser’s Confidential Information. Each party shall be responsible for any breach of confidentiality by its Representatives, as applicable. Promptly upon Discloser’s request at any time, Recipient shall return all of Discloser’s tangible Confidential Information, permanently erase all Confidential Information from any storage media and destroy all information, records, copies, summaries, analyses and materials developed therefrom. Nothing herein shall prevent a party from disclosing these Terms of Service or any of the other’s Confidential Information as necessary pursuant to any court order or any legal, regulatory, law enforcement or similar requirement or investigation; provided, prior to any such disclosure, Recipient shall use reasonable efforts to (a) promptly notify Discloser in writing of such requirement to disclose and (b) cooperate with Discloser in protecting against or minimizing any such disclosure or obtaining a protective order. User will promptly notify Cashflowxpert.com in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section.
10. Proprietary Rights
Definitions. As used in these Terms of Service: “Cashflowxpert.com materials” means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, Reports, Report Formats, educational materials, techniques, methods, processes, algorithms, know-how, trade secrets and other technologies and information that are used by Cashflowxpert.com in providing the Services (including any correction, improvement, extension or other modification to the Services made, created, conceived or developed by or for Cashflowxpert.com, including at User’s request or as a result of feedback provided by User to Cashflowxpert.com); “Reports” means the work products, whether generated and/or created by Funding Gates, a third-party or a combination of Cashflowxpert.com and a third-party(ies), resulting from the Services that are delivered to User by Cashflowxpert.com through the Services, and which are based on the User Data. Reports include, but are not limited to, reports, letters, letter and document templates, charts, graphs and other presentation in which are presented to User; “Report Formats” means the formatting, look and feel of the Reports.
Reports and User Data. Subject to the license grant herein, User shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to its User Data. Notwithstanding the foregoing, Cashflowxpert.com shall own all rights, title, and interest in and to any materials, products, or services created by or on behalf of Cashflowxpert.com in any form containing or derived from the User Data (or any part thereof), and User shall have no ownership, authorship, or moral rights therein. User acknowledges and agrees that all Reports and the Report Formats are proprietary to Cashflowxpert.com and, where applicable, any third-party(ies) that generated or created any information contained in a Report. Cashflowxpert.com grants User a non-exclusive, limited license to use the Reports in conjunction with the management and collection of User’s receivables. User may make copies of the Reports or the Report Formats only in conjunction with this limited license.
Reservation of Rights. Except for the limited rights and licenses expressly granted hereunder, no other license is granted, no other use is permitted and, as between the parties, Cashflowxpert.com (and its licensors) shall retain all right, title and interest (including all intellectual property and proprietary rights embodied therein) in and to the Service and any features, services or functionality made available thereon, Documentation, Cashflowxpert.com materials (collectively, “Cashflowxpert.com Properties”).
11. Third-party Services
n providing the Services, Cashflowxpert.com may engage or otherwise use the services of various third-parties (“Service Party(ies)”). If User decides to use these Service Parties, User will be responsible for reviewing and understanding the terms and conditions associated with such Service Parties. User agrees that its engagement of such Service Parties is at its own risk, and that except as otherwise expressly stated herein, the services of such Service Parties is not governed by the terms and conditions contained in this Agreement. The inclusion of any link to any third-party website or service (regardless of whether such link is to a website or service controlled by a Service Party) does not imply an approval, endorsement or recommendation of such link by Cashflowxpert.com. Cashflowxpert.com expressly disclaims any liability arising from User’s engagement of such Service Parties. User acknowledges that, in conjunction with the Services, Cashflowxpert.com may provide User Data to Service Parties. User further acknowledges that the resources are not under Cashflowxpert.com’s control and that Cashflowxpert.com is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such work product or deliverables furnished by a Service Party (“Service Party Work Product”). User further acknowledges and agrees that Cashflowxpert.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any Service Party or Service Party Work Product. User understands and agrees that Cashflowxpert.com is not a credit reporting agency, as that term is defined under the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. § 1681 et seq., collections agency, or payment processor. The Services are a tool that allows User to access and manage account information and interactions with Customers and Service Parties, and User will fulfill all of its obligations to each Customer with which it engages and will resolve any Customer dispute or complaint directly with such Customer. Cashflowxpert.com is not responsible in any way for User’s decision to extend or to revoke credit from any of User’s Customers. User understands and agrees that the User has full control over the use of all features offered on the Cashflowxpert.com platform, including all monitoring, payments, collection and lettering tools offered through the Services, and that Cashflowxpert.com does not engage in any action that may be deemed a collections activity on behalf of the User. User further understands and agrees that Cashflowxpert.com does not hold, receive or disburse funds on User’s behalf. User’s authorization permits Cashflowxpert.com to generate a payment order through a payment processor to process each payment transaction the user authorizes.
12. Collections; Collection Agency Services
Cashflowxpert.com is not a debt collections agency and the Services do not include debt collections, even if User initiates a transaction with a third-party collections agency through the ARMS Software or as a part of the standalone collections service, or through any other product or service provided by Cashflowxpert.com. For clarity, Cashflowxpert.com may transmit some User Data, solely at User’s election, to a third-party collections agency referred to User through the Services (“Collections Agency”). Cashflowxpert.com will then act solely as an information facilitator between Collections Agency and User and will notify User of any updates related to the services provided by Collections Agency (“Collections Agency Services”), to the extent Cashflowxpert.com receives any such updates. Cashflowxpert.com will not participate or have any role in the Collections Agency Services, regardless of whether such services are obtained through the ARMS Software or the Collections service, and Collections Agency Services will be conducted in accordance with Collections Agency’s normal collection efforts, which are subject to the Fair Debt Collections Practices Act. For Collections Agency to perform any Collections Agency Services, User shall enter into a separate agreement with such Collections Agency, and Cashflowxpert.com shall not be a party to such agreement. It is crucial that, before User engages such agency to perform Collections Agency Services, User is aware of and understands Collections Agency’s applicable terms and conditions.
13. Term and Termination.
Term. These Terms of Service shall commence on the date User (or an authorized representative on its behalf) clicks “REGISTER” button on the trial sign up form (the “Effective Date”) and shall continue in effect until trial period expires or the subscription is terminated in accordance with the terms herein. The term for each subscription to a particular Service shall be as specified in the applicable Subscription Form (each, a “Subscription Term”) and shall automatically renew for additional periods equal to the Subscription Term (each, a “Renewal Term”) unless and until either party provides written notice of nonrenewal to the other party at least thirty (30) days prior to the end of the then-current term.
Termination. Notwithstanding the foregoing, Cashflowxpert.com may terminate User’s account or access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with User’s account after a reasonable period. If User wishes to terminate its account, User may do so by contacting Support@Cashflowxpert.com or otherwise specified through the Services. Any Subscription Fees paid hereunder are non-refundable, except otherwise noted.
Effects of Termination. Upon any expiration or termination of these Terms of Service, all rights, obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination (including without limitation, all payment obligations) and all remedies for breach of these Terms of Service shall survive, and (b) the provisions titled Feedback, Confidentiality, Proprietary Rights, Warranties and Disclaimers, Indemnification, Limitation of Liability, Effects of Termination and General Provisions and all other provisions that by their nature would survive shall survive. Unless otherwise agreed in writing and signed by an authorized representative of Cashflowxpert.com, Cashflowxpert.com shall have no obligation to retain any User Data or Results after the Term and may destroy all User Data and Results in its possession within ten (10) days after the end of the Term;
14. Warranties and Disclaimers
Applicable Laws. User represents and warrants that it shall, and shall continue to, collect and use any User Data as well as use any Reports or other work product or deliverables generated through the Services in accordance with all applicable federal, state and local laws and regulations of all applicable jurisdictions and any and all amendments thereto (collectively, “Laws”). Laws shall include (as applicable), but not be limited to, the Fair Debt Collection Practices Act (FDCPA) (16 USC §160 et. seq.), the Fair Credit Reporting Act (FCRA) (15 USC §1681 et. seq.), as amended by the Fair and Accurate Credit Transactions Act of 2003 (PL 108-159, 12/04/03), the Equal Credit Opportunity Act (16 USC §1691 et. seq.), the Telephone Consumer Protection Act, 47 U.S.C. § 227 et. seq. administered by the Federal Communication Commission, the Telephone Sales Rule, (16 C.F.R. § 310.1 et. seq.), the Federal Trade Commission Act (15 USC §41-58), Title V of the Gramm-Leach-Bliley Act of 1999, 15 U.S.C. § 6801, et. seq.; Regulation P, “Privacy of Consumer Financial Information,” 12 C.F.R. Part 332; “Interagency Guidelines for Establishing Standards for Safeguarding Customer Information”, 12 C.F.R. Part 364, Appendix B; Regulation S-P, “Privacy of Consumer Financial Information,” 17 C.F.R. Part 248; FTC Standards for Safeguarding Consumer Information, 16 C.F.R. Part 314; and 45 C.F.R. Parts 160 and 164 promulgated under the Health Insurance Portability and Accountability Act of 1996 and any state versions of the foregoing.
Disclaimers. THE SERVICES, INCLUDING ANY SERVICES, FEATURES OR FUNCTIONALITY MADE AVAILABLE THEREON, AND ANY RELATED RESULTS ARE PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, CASHFLOWXPERT.COM, SERVICE PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, CONTENT PROVIDERS, AND SUPPLIERS MAKE NO WARRANTY (I) THAT THE SERVICES INCLUDING ANY SERVICES, FEATURES OR FUNCTIONALITY MADE AVAILABLE THEREON, WILL MEET USER’S REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE OR BUG-FREE, (II) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SERVICES, OR (III) THAT ANY ERRORS IN THE SERVICES OR ANY SERVICES, FEATURES OR FUNCTIONALITY MADE AVAILABLE THEREON CAN OR WILL BE CORRECTED OR (IV) THAT USE OF THE SERVICES, INCLUDING ANY SERVICES, FEATURES OR FUNCTIONALITY MADE AVAILABLE THEREON, WILL RESULT IN INCREASED OR MORE TIMELY COLLECTIONS. CASHFLOWXPERT.COMHEREBY DISCLAIMS (FOR ITSELF AND SERVICE PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, CONTENT PROVIDERS, AND SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES, OR SOFTWARE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. TO THE EXTENT SUCH DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
User Customer Service. User is solely responsible for all Customer service issues not relating to the Services, including, without limitation, issues relating to User’s goods or services, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with User’s personnel, policies or processes. In performing Customer service, User shall always present itself as a separate entity from Cashflowxpert.com.
User agrees to indemnify and hold harmless Cashflowxpert.com, Service Parties and their respective officers, directors, employees, agents, partners, content providers, and suppliers against any claims, losses, liabilities, costs and expenses incurred in connection with (a) any actual or alleged breach of this Agreement or any of User’s representations and warranties, (b) User’s unauthorized use of the Services or other Cashflowxpert.com Properties, and (c) User’s use of the Results, including any modifications thereto or any combination of the Results with any other data or information, and (d) any actual or alleged violation by User or the rights of any third-party (including intellectual property rights or any rights of privacy or publicity).
16. Limitation of Liability
IN NO EVENT SHALL CASHFLOWXPERT.COM, SERVICE PARTIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, CONTENT PROVIDERS, AND SUPPLIERS BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS OF SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, WORK STOPPAGE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, SALES, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (C) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNTS PAID TO IT HEREUNDER DURING THE PRECEDING SIX (6) MONTH PERIOD. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THESE TERMS OF SERVICE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN.
17. Governing Law and Jurisdiction
These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, USA. User agrees that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the State of California, USA.
18. Entire Agreement and Severability
These Terms of Service are the entire agreement between User and Cashflowxpert.com with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Cashflowxpert.com and User with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
No waiver, consent or modification of these Terms of Service shall bind Cashflowxpert.com unless in writing and signed by the party against which enforcement is sought. Subject to Section 12, Cashflowxpert.com may modify these Terms of Service at any time upon notice to User (which may be by posting a notice through the Services); provided, however, if User does not agree to the modified Terms of Service, User shall notify Cashflowxpert.com in writing within thirty (30) days, in which case the previous Terms of Service will apply to use of the Services for any period for which User has previously paid the Subscription Fee, after which User’s right to use the Services shall immediately terminate and Cashflowxpert.com shall have no further responsibility or liability to User. The failure of either party to enforce its rights under these Terms of Service at any time for any period will not be construed as a waiver of such rights.
Force Majeure Funding. Cashflowxpert.com shall not be liable for any failure to perform Cashflowxpert.com’s obligations hereunder where such failure results from any cause beyond Cashflowxpert.com’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Assignment. These Terms of Service and the rights and obligations hereunder may not be assigned, in whole or in part, by User without Cashflowxpert.com’s prior written consent. These Terms of Service shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
Independent Contractors. The parties shall be independent contractors under these Terms of Service, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party. It is expressly agreed by the parties that no agency, partnership or joint venture relationship is, or will be deemed to have been, created by this Agreement.
Notices. Unless otherwise specified in these Terms of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to info@Cashflowxpert.com. User acknowledges that Cashflowxpert.com may provide disclosures and notices required by law and other information about User’s account to User electronically or by posting it on the Services or by emailing it to the email address in User’s account. User agrees that electronic disclosures and notices have the same meaning and effect as if Cashflowxpert.com had provided User with paper copies.
Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.
Effective Date of Terms of Service: July 1, 2020