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. 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.
If you have any questions about this policy or our site in general, please
contact us.
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. 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 (“Charity”). In addition, consumers may choose
to make voluntary contributions (“Voluntary Donations”), which may be tax deductible.
Finally, other commercial businesses, foundations, or individuals (“Matching Sponsors”)
may make matching donations through our Site.
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, when
available.
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”).
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. Recoup Vouchers for tickets to shows or events expire on the date of
the show and cannot be used after the expiration date.
4. Voluntary Donations
Recoup’s system also allows you the opportunity to make Voluntary Donations to a
Charity at the same point of purchase at which you purchase a Recoup Voucher. These
donations will be sent to the Charity you have or the Merchant 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 for any reason.
5. 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.
6. 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),
- Recoup Vouchers cannot be combined with any other coupons or promotions,
- 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.
7. 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.
8. 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.
9. 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.
10. Refunds
Recoup will provide a refund of the purchase price paid by you for Recoup Voucher
for products or services within five (5) days after the purchase of a Recoup Voucher,
provided that the Recoup Voucher has not been redeemed. After five days Recoup will
not issue any refund for any reason.
Recoup will provide a refund of the purchase price paid by you for Recoup Voucher
for shows and events within five (5) days after the purchase of a Recoup Voucher
but no later than twenty-four (24) hours prior the date of the show or event. After
five days or 24 hours from the date of the show or event, Recoup will not issue
any refund for any reason.
11. 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.
12. Recoup Credit
Recoup my issue credit to Recoup Users at its sole discretion. Recoup Credit is
valid for one (1) year from the issue date and it is not transferable.
ACCOUNTABILITY
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.
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 portion of the sale price
to the selected 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.
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. 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.
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.
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.
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
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. By using Recoup you expressly relieve
us from any and all liability arising from your use of any third party website.
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
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: May 22, 2012
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