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terms of use

GENERAL

Welcome to Recoup. The following terms and conditions (the "Agreement") form a binding agreement between you (“you” or the “End User”, which includes any person, company or organization on whose behalf you access the Site or Services) and 9B LLC (d/b/a Recoup), which is sometimes referred to as “Recoup,” “we,” “us” or “our.” Please review the following terms carefully. If you do not wish to agree to these terms and conditions, please refrain from using our website (the “Site”). By using the Site or any of our services (“Services”), you are agreeing to the terms of this Agreement, and to the terms of our Privacy Policy (published at privacy). All of these terms govern your use of the Site and our Services. If you do not agree to these terms, please do not use the Site and our Services.


You may receive a written copy of this Agreement by emailing us at help@recoup.com, with the Subject: Recoup Terms of Use Agreement.
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Background

Recoup is an innovative online system that connects consumers, businesses and nonprofits to deliver savings to consumers and purchase-linked donations to charities through a single point of sale. Recoup has created a website for people to learn about nonprofit organizations, support organizations about which they already care, and to make recommendations to friends around their interests (the "Services") through our website located at www.recoup.com and other online areas owned or operated by us, such as third-party applications (the "Site"). The Services also include the opportunity for you to purchase special Offerings (as described below) for the products and services of third party merchants, to make voluntary donations to a charity of your choice (by donating part or all of your discount), and to have your donations matched by supporters of the charity you have selected. The Services and Site are collectively referred to here as "Recoup."

Modified Terms

This Agreement supersedes any previous Agreement to which you and Recoup may have been bound. This Agreement may be modified by Recoup in its sole discretion from time to time and such modifications shall automatically become part of this Agreement and shall be effective once posted by Recoup on the Site. Your use of the Services or the Site will be subject to any such modifications. You should review the Site and use this Agreement from time to time for any modifications. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Neither the course of conduct between parties nor trade practice shall act or modify any provision of the Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Termination

We may change or discontinue the Site or any of the Services at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set forth below. In the event of any termination, you will immediately cease access to the Site and Services. Any Recoup Voucher issued prior to termination will be honored according to its terms and the terms of this Agreement specifically applicable to such Recoup Voucher.

Eligibility

You represent that you are of legal age to form a binding contract. You must be at least 18 years old to be eligible to use the Site. If, however, you are at least 13 years old but not yet 18, you may use the Site in conjunction with your parent or guardian who agrees to this Agreement. No one under age 13 may use the Site.

Rules Regarding Information and other Content

When you use the Site, you can publish and obtain access to various kinds of information and materials, all of which we call “Content.” Content also includes information and materials posted to the Site by you. You agree not to revise or obscure Content posted by others (including advertising and promotions authorized by Recoup), and you agree not to post or use any Content in any manner that:
  • infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others,
  • violates the privacy, publicity, or other rights of third parties,
  • is unlawful, defamatory, discriminatory, libelous, pornographic, obscene, abusive, threatening, harassing, pornographic, hateful, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, as determined by Recoup in its sole discretion,
  • is false or inaccurate, or
  • could damage our company, parent company, sister companies, affiliates, advertisers, Charities, Merchants, Matching Sponsors, or other parties.
Though we strive to enforce these rules with all of our users, you may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You may use the Site and Services at your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the Site if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for your exposure to Content on the Site whether it violates our content policies or not.

User Conduct Rules

Our goal is to make the use of our Site and Services a good experience for all of our users, which include a diverse group of socially-conscious merchants, consumers, donors, nonprofit organizations (including schools, churches, and foundations), and sponsors of nonprofit organizations. To help us achieve this goal, you agree not to do any of the following:
  • conduct or promote any illegal activities while using the Site or Services;
  • upload, distribute or print anything that may be harmful to minors;
  • attempt to reverse engineer or jeopardize the correct functioning of the Site or Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
  • attempt to gain access to secured portions of the Site or Services to which you do not possess access rights;
  • upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
  • use the Site or Services to generate unsolicited email advertisements or spam;
  • use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services; or
  • impersonate another user.
Any conduct which, in our exclusive discretion, restricts or inhibits any other End User from using or enjoying our Site or Services is strictly prohibited.

THE RECOUP SYSTEM

Recoup provides consumers with opportunities to purchase products and services from third party merchants (“Merchants”) with a time limited promotional added value (an “Offering”), from which Recoup will donate a portion of the purchase price (“Guaranteed Donation”) to a nonprofit organization of the consumer’s choice (“Charity”). In addition, consumers may choose to make voluntary contributions to their selected Charity (“Voluntary Donations”), which may be tax deductible. Finally, other commercial businesses, foundations, or individuals (“Matching Sponsors”) may make matching donations through our Site, which will be a multiple of the sum of the Guaranteed Donation and any Voluntary Donations made to the specific Charity up to a certain amount.

1. How It Works

Recoup’s system is designed to allow you to purchase a given Offering (which includes a Guaranteed Donation), make Voluntary Donations to the Charity of your choice, and have the Guaranteed and Voluntary Donations matched by a Matching Sponsor.

Each transaction consists, at a minimum, of an Offering, which is offered at a specific price (“Base Price”). By placing an order for a given Offering, you make an offer to purchase the Offering you have selected on the terms, restrictions and conditions associated with the Offering, with the understanding that Recoup will make a Guaranteed Donation to the Charity you have selected.

In addition to the Offering, you may elect to make a Voluntary Donation to the same Charity in a single transaction. We are acting as a volunteer in this regard, and do not charge any fee to process Voluntary Donations. We do, however, deduct from any Voluntary Donations the amount of the additional transaction fee that our credit card processing company charges us to process the Voluntary Donation.

Once you place your order, you will receive a confirmation of the Offering and the Voluntary Donation, and your credit card will be charged for the total amount of the Offering and the Voluntary Donation. We will notify you by email when the Voucher (defined below) for the Offering is ready to be used. You are required to create an account in order to purchase any Offering. An account is required so we can collect information to allow you to pay for your Offerings and Voluntary Donations, and provide you with easy access to print your Offerings, view your past purchases and donations, and modify your preferences.

2. The Recoup Voucher

Each Offering combines two separate portions: (i) a paid portion equal to the Base Price and similar to a paid gift certificate (the “paid portion”); and (ii) at no additional charge to you, a promotional portion for the balance of the value of the Offering if used by the promotional expiration date on the Voucher (the “promotional portion”) (together, the paid and promotional portions of the Offering are presented in a “Recoup Voucher”). In the event you redeem your Recoup Voucher for less than the full amount stated on the Recoup Voucher, your purchase will be allocated first against the paid portion until it has a balance of zero dollars ($0.00) and then against the promotional portion that is remaining.

3. Expiration Dates

The expiration date of the promotional portion of the Recoup Voucher is as printed on the Recoup Voucher. The paid portion of the Recoup Voucher will expire five (5) years from the date the Recoup Voucher is issued, except to the extent applicable law requires that the Merchant extend the period in which the Recoup Voucher may be redeemed.

The Merchant is obligated to honor the Recoup Voucher in compliance with the law. If the Merchant refuses to honor the Voucher before the legally permitted expiration date, then Recoup will refund the paid portion of your Recoup Voucher. In order to receive the credit, you must provide the following information in writing to help@recoup.com: (a) identification of the Recoup Voucher and Merchant with whom you sought to redeem the Recoup Voucher, (b) statement of the date, time, and circumstances in which the Merchant refused to redeem the Recoup Voucher, and (c) a statement, under penalty of perjury, that the Recoup Voucher has never been redeemed with the Merchant.

4. Voluntary Donations

Recoup’s system also allows you the opportunity to make Voluntary Donations to your Charity at the same point of purchase at which you purchase a Recoup Voucher, up to the amount of the difference between the Base Price and the Promotional Value. These donations will be sent to the Charity you have selected, less the additional credit card transaction fees that we are charged for processing the Voluntary Donations.

Voluntary Donations may be tax deductible under applicable law; please consult your tax advisor for further details.

Voluntary Donations are separate from Recoup Vouchers, and are not refundable, regardless of whether the Recoup Voucher you purchased at the same time is refunded.

5. Donation Matching

In some cases, a sponsor of a specific Charity has agreed to “match” donations generated through the Recoup System to a specific Charity up to a certain amount.

6. Recoup Voucher-Specific Terms

Each Recoup Voucher has specific terms associated with the Offering, which will be presented to you at the time you commit to purchase the particular Recoup Voucher. Recoup Voucher-specific terms supersede any inconsistent terms in this Agreement, except to the extent such terms are prohibited by applicable law.

7. General Recoup Voucher Terms

Unless otherwise stated in the Recoup Voucher-Specific Terms or required by law, the following additional terms apply to all Recoup Vouchers:
  • no cash value for any Recoup Voucher,
  • no cash back will be issued for partial redemption of the paid portion of a Recoup Voucher, except as required by law,
  • no cash back or credit will be issued for partial redemption of the promotional portion of a Recoup Voucher,
  • use of a Recoup Voucher for alcoholic beverages is at the sole discretion of the Merchant (which may be limited by applicable state or provincial law), unless otherwise noted on the Recoup Voucher,
  • Recoup Vouchers cannot be combined with any other coupons or promotions unless otherwise noted in the Recoup Voucher,
  • Recoup Vouchers cannot be used for taxes, tips, prior balances, shipping or handling, as applicable,
  • neither Recoup nor the Merchant is responsible for lost or stolen Recoup Vouchers or Recoup Voucher reference numbers,
  • duplicate use, sale or trade of a Recoup Voucher is prohibited, except as required by law,
  • unless otherwise stated at the time a Recoup Voucher is purchased, the Recoup Voucher Base Price does not include sales, value added or use taxes, which may be charged to you separately by the Merchant at the time you redeem the Recoup Voucher.

8. Merchant Responsibility

Recoup markets Recoup Vouchers and acts an as agent in selling the Recoup Vouchers on behalf of the Merchants. But the Merchant is the issuer of the Recoup Voucher. As issuer of the Recoup Voucher, the Merchant shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the Merchant or its products and services, as well as for any unclaimed property liability arising from unredeemed or partially redeemed Recoup Vouchers. By purchasing an Offering, a customer acquires the right to print a Recoup Voucher issued by the participating Merchant and to use the Recoup Voucher according to its terms and the terms of this Agreement. Whether you choose to print and/or redeem the Recoup Voucher is within your sole control and at your sole discretion.

9. Promotions

From time to time we may offer special promotions, contests and/or sweepstakes intended to provide you an incentive to purchase Offerings, make Voluntary Donations, or to encourage you to get others to do so. The applicable rules will be posted on the Site in or near the description of each such promotion. We reserve the right to interpret these rules in our sole discretion, and you hereby agree to our interpretation.

10. Products Available for Sale

The Site can be accessed from countries around the world. You understand that some or all products or services provided on the Site may not be available for purchase to persons residing in certain jurisdictions or geographic areas. Recoup reserves the right, in its sole discretion, to exclude or otherwise limit the provision of a Recoup Voucher for any product or service to a person residing in any jurisdiction or geographical area. Recoup does not represent or warrant that any product or service promoted on the Site will be available for purchase by any particular person.

11. Refunds

Recoup will provide a refund of the purchase price paid by you for any Recoup Voucher within five days after the purchase of a Recoup Voucher, provided that the Recoup Voucher has not yet been redeemed. After five days, we do not provide refunds except that we will provide a refund if you are unable to redeem a Recoup Voucher before the applicable expiration of the Recoup Voucher because the relevant Merchant has gone out of business. We do not refund Voluntary Donations for any reason.

12. Limited Quantity

Many of the Offerings are provided for a limited number of purchasers or a limited number of purchases, as specified for the particular Offering. Any attempt by a purchaser to obtain more than the permitted number of Recoup Vouchers specified for a particular Offering by using multiple or different identities, credit cards, forms, registrations, addresses or any other method will void that person’s purchases. Recoup will be the arbiter, in its discretion, as to whether purchase characteristics indicate a violation of these rules.

ACCOUNTABILITY

Recoup is very serious about compliance with both the letter and spirit of any and all applicable laws governing commercial co-ventures, the solicitation of charitable donations, and similar laws, including but not limited to any filing, registration, and disclosure requirements thereof. In support of this goal, Recoup requires that each and every Charity that participates in our system sign a Commercial Co-Venture Agreement (“CCV Agreement”) authorizing us to feature their logo on our website and containing various other terms and conditions. We do not charge Charities any set-up or royalty fee to participate in our system, and do not require any form of exclusivity. Any Charity may terminate their CCV Agreement with us at any time for any reason with fifteen (15) days’ notice.

Recoup maintains these CCV Agreements in our files and make them available to our End Users. If you would like to see the CCV Agreement for a particular Charity, please contact us at help@recoup.com.

Guaranteed Donations

Each Offering through our Site contains an inherent Guaranteed Donation. This means that you pay to purchase a Recoup Voucher, and we donate a minimum of Ten Percent (10%) of the original sale price to the Charity that you have selected. The amount disclosed to you is the amount we send to the Charity.

Voluntary Donations

Each Charity has authorized Recoup to accept Voluntary Donations from our Users on behalf of the Charity. Recoup does not receive any compensation for facilitating Voluntary Donations. The only deduction we take from Voluntary Donations is the additional transaction fee that our credit card processing company charges us for processing the Voluntary Donation. We do not keep this money or mark up the transaction fees.

Matching Sponsors

In some cases, a sponsor of a specific Charity has agreed to “match” every dollar donated through the Recoup System to the specific Charity—both Guaranteed Donations and Voluntary Donations—up to a certain amount. In order to help ensure financial accountability and transparency, Recoup requires each Matching Sponsor to sign a Sponsorship Agreement with Recoup and its selected Charity. This Sponsorship Agreement obligates each Matching Sponsor to ensure that its matching is bona fide. That means that our Users’ behavior must affect the Matching Sponsor’s donations to the Charity. If a Matching Sponsor were to have donated $10,000 to the Charity and then said that it would match donations up to $10,000, our Agreement would require the Matching Sponsor to donate an additional $10,000. Each Sponsorship Agreement also contains provisions designed to provide reasonable assurances that the promised matching donations are actually made.

How We Make Money

Recoup splits the proceeds from the sale of Recoup Vouchers with our Merchants. Other than the fact that we pay Guaranteed Donations to Charities, our revenue model is substantially similar to what we understand to be the revenue model of other “daily deal” websites. Unlike Commercial Co-Venture Agreements, which are available upon request to any User, the terms of our Merchant Agreements are confidential.

SECURITY & CONFIDENTIALITY

Security and Continuity

You are responsible for protecting the confidentiality of your password(s), if any. You acknowledge that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of Recoup, and we will not be responsible for any data lost while transmitting information on the Internet. While we aspire to make the Site accessible every hour of each day, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, access to the Site may be interrupted, suspended or terminated from time to time.

We have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability and equipment needed for access or use. Further, we may discontinue disseminating any portion of information or category of information, and may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.

Your Profile and Account

You may need to register by creating a Recoup account in order to obtain access to certain Services, including Offerings. If you choose to create an account or Recoup profile, you agree to provide only accurate, complete registration information, and you will keep that information up-to-date if it changes. When you register, you will obtain unique log-in credentials (a “User ID”). Access to our Site and Services is not authorized by any other person or entity using your User ID and you are responsible for preventing such unauthorized use. Individuals and entities who’s privilege to access the Site or use the Services we have previously terminated may not register for an account, nor may you designate any of those individuals to use your account on your behalf.

Recoup relies on User IDs to know whether users accessing the Site and using our Services are authorized to do so. If someone accesses our Site or Services using a User ID that we’ve issued to you, we will rely on that User ID and will assume that access has been made by you. You are solely responsible for any and all access to the Site or use of the Services by persons using your User ID. Please notify us immediately if you become aware that your User ID is being used without authorization.

Non-Confidentiality, Security and Privacy

You understand that much of the information that you submit to us (such as postings and invitations) is submitted precisely for the purpose of disclosure in a variety of ways by Recoup, and therefore such information is not subject to any confidentiality obligation. Other information, such as credit card information provided in connection with the purchase of an Offering, is maintained with appropriate privacy and security protections. You agree that information provided to us in connection with the purchase of an Offering, other than your credit card information, may be disclosed by us to the Merchant for their commercial purposes including the provision of the Offering. Similar information may be disclosed by us to the Charity for purposes of acknowledging any Voluntary Donations, unless you elect to give anonymously.

Our Privacy Policy explains how we collect, use and disclose information that pertains to your privacy. The Privacy Policy forms part of our agreement with you and is incorporated in this Agreement by reference. For full details, please refer to our Privacy Policy at privacy.

Any communications between you and Recoup, such as email or other correspondence, in which you offer suggestions or comments for improving or modifying our Services will be deemed by us to be non-confidential and non-proprietary, and you agree that such information may be used by us without any limitation whatsoever.

INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and Services, including applicable copyrights, trademarks, patents and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement, except for the limited right to use the Site and Services in accordance with this Agreement. “Recoup” is our trademark. Other product and company names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you in this Agreement.

The Content on Recoup, excluding all intellectual property of other sites obtained by way of API and linking and Content posted by our customers, or licensed to Recoup, is owned by Recoup. This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein ("Marks"). The Marks are owned or licensed to Recoup, subject to copyright and other intellectual property rights under United States law, the law of the jurisdiction where you reside, and international conventions. Content provided by Recoup is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, modified, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. We reserve all rights not expressly granted in and to the Site and Services.
As between you and us, you retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that you post to the Site. You grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, translate, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale, otherwise commercially exploit and exercise any and all such rights, under any and all of your intellectual property rights related to the Content in any manner we choose. If you have any rights to the Content that cannot be licensed to us (such as moral rights in some countries), you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us or related to our customers and partners anywhere in the world, with respect to such rights.

Copyright Notice

We respect the intellectual property of others, and we ask you to do the same. If you are a copyright owner or an owner’s agent and find Content that infringes upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act. To do so, please provide our Copyright Agent with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Recoup’s designated Copyright Agent to receive notifications of claimed infringement can be reached at help@recoup.com. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

OTHER LEGAL

Disclaimers of Warranty

We provide the Site and Services "as is", "with all faults" and "as available." We and our suppliers and Merchants make no express warranties or guarantees about the Site, Services or Deals. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, AGENTS, VENDORS, CHARITIES, MATCHING SPONSORS AND MERCHANTS DISCLAIM IMPLIED WARRANTIES THAT THE SITE AND SERIVCES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT RECOUP WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF RECOUP, INCLUDING ANY SERVICES OR DEALS, WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE MAKE NO WARRANTIES AS TO PRIVACY AND SECURITY OTHER THAN AS EXPRESSLY STATED IN THE PRIVACY POLICY. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A RECOUP REPRESENTATIVE SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this contract cannot change.

Limitations of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF RECOUP. IN NO EVENT SHALL OUR LIABILITY, OR THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS, CHARITIES, MATCHING SPONSORS OR MERCHANTS, FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SITE AND SERVICES EXCEED THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING THE PREVIOUS ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE. WE, OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS, CHARITIES, MATCHING SPONSORS AND MERCHANTS, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON THE SITE AND SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTION, OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, AGENTS, VENDORS, CHARITIES, MATCHING SPONSORS AND MERCHANTS, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Indemnity

You agree to defend, indemnify and hold harmless Recoup, its parent company, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees) arising from: (i) your use of and access to Recoup; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any Content submitted by you causes damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of Recoup.

Links to Third Party Sites

We do not have control over websites to which we may link. Our Site may contain links to third party websites that we do not own, operate, or control, including those of Merchants, Charities, and Matching Sponsors. We cannot and do not assume responsibility for the content, privacy policies, or practices of such websites or the companies that own them. Additionally, we cannot and will not censor or edit the content of any third party site. By using Recoup you expressly relieve us from any and all liability arising from your use of any third party website. Reservation of Rights and Release Recoup reserves the right, but has no obligation, to monitor, or take any action Recoup deems appropriate regarding disputes that you may have with other customers of ours or any Merchants, Charities, or Matching Sponsors. To the extent the law permits, you release us from any claims or liability related to any Content posted on the Site and from any claims related to the conduct of any other customers of ours or any Merchants. You hereby waive California Civil Code Section 1542 (if you are a California resident), and any similar provision in any other jurisdiction (if you are a resident of such jurisdiction), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

Electronic Communications

The communications between you and Recoup use electronic means, whether you visit the Site or send us emails, or whether Recoup posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Recoup in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Recoup provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. Choice of Law, Location for Resolving Disputes, and Contact Information You are contracting with 9B LLC. Communications may be directed to: Recoup, 1010 Wisconsin Ave. NW, Suite 315, Washington, DC 20007; help@recoup.com. The laws of the District Columbia govern the interpretation of this Agreement and any disputes arising in connection with it, regardless of conflict of laws principles. Any claim or dispute between you and Recoup that arises out of or relates to this Agreement shall be decided exclusively by a court of competent jurisdiction located in the District of Columbia.

General Terms

You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

YOU AND RECOUP AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO RECOUP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Entire Agreement

These Terms of Service, together with the Privacy Policy at privacy and any other legal notices published by Recoup on the Site or any Recoup Voucher, shall constitute the entire agreement between you and Recoup concerning Recoup.

Last updated: June 18, 2011
 
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