Creator Terms of Service
Updated: May 12, 2021
This user agreement (this “Agreement”) governs your access to and use of services provided and operated by Riddlic, Inc. d/b/a Recoup ("us", "we", and "our"), including our website (the “Site”), SMS, APIs, social media sites, blogs, chat applications, email notifications, applications, and our other services that link to this Agreement (collectively, the “Services”), and any information, text, links, graphics, photos, audio, videos, or other materials or arrangements of materials uploaded, downloaded or appearing on the Services (collectively referred to as “Content”).
We may revise this Agreement and any of the other agreements and policies listed above from time to time. The revised version will be effective at the time we post it unless otherwise specified.
By continuing to use the Services after any changes to this Agreement or any of the other agreements and policies applicable to you, you agree to abide and be bound by those changes. If you do not agree with any changes to this Agreement or any of the other agreements and policies applicable to you, you may close your account.
THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND RECOUP AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND RECOUP WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. DEFINED TERMS
The following defined terms have the meanings set forth below:
“Financial Information” means the credit, debit, and other payment card data and information you provide to us through your use of the Services or by any other means.
“Institution” a bank, credit card company, credit union, merchant, and other service-provider. “Opportunity” means each refund or money-saving opportunity identified by the Service.
“Personal Information” means the personal identifying information and content you provide to us through your use of the Services or by any other means, including, but not limited to, your name, address, phone number, email, bank account numbers, other accounts, and all other personal identifying information.
2. ACCESS AND USE
2.1 By accessing the Services or connecting your bank account, email account, or other personal accounts, you use the Service and you agree to be bound by the Legal Agreements.
2.2 If you are an individual, you must be a resident of the United States or one of its territories and at least 18 years old, or the age of majority in your state of residence to open a Recoup account and use the Services.
2.3 If you are a business, you must be organized in, operating in, or a resident of, the United States or one of its territories to open a Recoup account and use the Services.
2.4 You shall not use the Service for any unlawful, illegal, or unauthorized purpose nor shall you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
2.5 You shall not use the Services to transmit any worms or viruses or any code of a destructive nature.
2.6 We may refuse you access to or use of the Service for any reason and at any time. A breach or violation of any of the terms or conditions of the Legal Agreements will result in an immediate termination of your use of the Service.
2.7 Your access to and use of the Services is additionally subject to these Terms and all applicable laws and regulations. You may not:
• access or use the Services if you are not fully able and legally competent to agree to these Terms or are authorized to use the Services by your parent or legal guardian;
• make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or any content included therein, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;
• distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof
market, rent or lease the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation;
• use the Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
• interfere with or attempt to interfere with the proper working of the Services, disrupt our website or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;
• incorporate the Services or any portion thereof into any other program or product. In such case, we reserve the right to refuse service, terminate accounts or limit access to the Services in our sole discretion;
use automated scripts to collect information from or otherwise interact with the Services;
• impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or • otherwise make available emanates from the Services;
• intimidate or harass another, or promote sexually explicit material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• use or attempt to use another’s account, service or system without authorization from Recoup, or create a false identity on the Services;
• use the Services in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews;
• use the Services to upload, transmit, distribute, store or otherwise make available in any way: files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
• any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation;
• any private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., National Insurance numbers, passport numbers) or credit card numbers;
• any material which does or may infringe any copyright, trademark or other intellectual property or privacy rights of any other person;
• any material which is defamatory of any person, obscene, offensive, pornographic, hateful or inflammatory;
• any material that would constitute, encourage or provide instructions for a criminal offense, dangerous activities or self-harm;
• any material that is deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people;
• any material that contains a threat of any kind, including threats of physical violence;
• any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality;
• any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; or material that, in the sole judgment of Recoup, is objectionable or which restricts or inhibits any other person from using the Services, or which may expose Recoup, the Services or its users to any harm or liability of any type.
2.8 In addition to the above, your access to and use of the Services must, at all times, be compliant with our Community Guidelines.
2.9 We reserve the right, at any time and without prior notice, to remove or disable access to content at our discretion for any reason or no reason. Some of the reasons we may remove or disable access to content may include finding the content objectionable, in violation of these Terms or our Community Policy, or otherwise harmful to the Services or our users. Our systems analyze your content (including emails) to provide you personally relevant product features, such as customized search results, tailored advertising, and spam and malware detection. This analysis occurs as the content is sent, received, and when it is stored.
3.1 Generally; Your Account
3.1.1 To use the Service, you must create an account (your “Account”) by registering on the Site and:
a. selecting “Full Service by Recoup” or “Self Service”;
b. specifying one or more Institutions with at least one depository account in good standing, with a positive balance, and providing us with your account credentials for each such Institution.
c. Provide a debit or credit card that is in good standing and with available funds of at least $10 to be verified through a temporary authorization hold.
d. Agree not to contact your bank or merchant, have a joint account holder contact your bank or merchant, another designated representative contact your bank or merchant, or otherwise interfere with our process during any 30-day claims window. Even if you do, you agree that Recoup will still charge our commissions if a refund happens within a 30-day claim window.
3.1.2. When you create an Account, you represent and warrant that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your Account.
3.1.3. You are responsible for maintaining the confidentiality of your Account and password, including but not limited to the restriction of access to your computer and/or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your Account.
3.1.4. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar, or obscene.
3.1.5. We reserve the right to refuse any person access to or use of the Service, terminate accounts, remove or edit content, or cancel claims for any reason, in our sole discretion, including, but not limited to, your breach of any term or condition of this Agreement or your failure to pay Commissions or Service Subscription Fees in accordance with this Agreement.
3.1.6. If you select “Full Service by Recoup,” the additional terms and conditions contained in Sections and 12 will also apply to you. If you select “Self Service,” the additional terms and conditions contained in Section 3.3 will apply to you.
3.1.7. We may transfer your Personal Information unencrypted and your Financial Information encrypted over various networks and modify your Personal Information and Financial Information to conform and adapt to technical requirements of connecting networks or devices.
3.1.8. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the Site through which the Service is provided, without prior express written permission from us.
3.1.9. If you wish to access any product or service made available through the Service, you may be asked to supply certain information relevant to your Service including, without limitation, your bank and credit card login, bank account number, credit card number, the expiration date of your credit card, your statement address, and your signature.
3.1.10. You represent and warrant that: (a) you have the legal right to use all credit cards, bank accounts, and other service-provider accounts you register with or connect to the Service and (b) the Personal Information and Financial Information you provide to us is true, correct, and complete.
3.1.12. We encrypt and remotely store your Institution account information. You are responsible for maintaining the confidentiality of your Account, including restricting access to your computer and/or Account. You agree to accept responsibility for any and all activities or actions that occur under your Account. You must notify us immediately if you become aware of any breach of security or unauthorized use of your Account.
3.1.13. You understand and acknowledge that the Service allows us to monitor your financial transactions involving the Institutions you register with or connect to the Service, or with which you transact business, in order for the Service to identify Opportunities.
3.1.4. WE MAKE NO REPRESENTATION THAT YOU WILL RECEIVE A FEE REFUND OF ANY KIND FROM ANY OF YOUR INSTITUTIONS USING THE SERVICES. WE DO NOT GUARANTEE REFUNDS. REFUNDS VARY ON A CASE-BY-CASE BASIS AND ARE THE FINAL DECISION OF YOUR INSTITUTION.
3.1.5. You automatically agree to opt-in to notification, marketing, informational, transactional, and other such emails, text messages, and communications from Recoup. If you’d like to opt-out of marketing emails, simply click the unsubscribe link on the bottom of such communications.
3.2 Full Service by Recoup
3.2.1. If you select “Full Service by Recoup,” the additional terms and conditions contained in this Sections 3.2 and 12 apply to you. Once you select “Full Service by Recoup,” you cannot change your service level to “Self Service.”
Once you have selected “Full Service by Recoup,” you must select either to pay us:
a. Commissions; and or a claim filing fee “EZ-Claim” plus Commission
b. a Subscription Fee pursuant to a membership subscription when made available by Company.
3.2.3. If you select commission payment, you agree to pay us commission-only or filing fee (when required) plus commissions up to a 0%-50% commission for each refund received, including Covid-19 relief fee refunds given by your financial institution, within 30 days of Service filing a claim on your behalf (each, a “Commission”). You acknowledge that the amount of each Commission may vary. We will show you your Commission rate upon sign up it varies from 0%-50%. Once you sign up and agree to a Commission rate, you cannot retroactively change the Commission rate.
3.2.4. If you select a membership subscription, we will charge you and you will pay either (a) an annual subscription fee or (b) a monthly subscription fee or (c) a one-time lifetime Service fee (each, a “Service Subscription Fee”) at the time you select your subscription package (“Subscription Commencement Date”). All Service Subscription Fees are earned by us when paid and non-refundable.
3.2.5. You must provide Company with:
a. a valid credit card (Visa, MasterCard, or any other issuer accepted by us); and
b. a valid bank account in good standing with your Financial Institution.
3.2.6. Commissions will be charged by electronic bank-to-bank automated clearing house (“ACH”) transfer or debit or credit card, as soon as the same day your Institution issues refunds of fees submitted for reversal by us or the next business day that funds are available in your account to ACH or charge our Commissions. If you receive a refund to a credit card, debit card, or prepaid card, our Commissions will be charged to a debit card, credit card or deposit account linked to our Service. If we cannot charge that deposit account, you authorize us to charge, debit, or credit any account you have connected to the Services in order to reconcile your Commissions balance with us. You acknowledge and agree that you are responsible for all overdraft, transaction, and other fees you may incur as a result of our attempt to obtain payment from and/or ACH any of your connected accounts. Any accounts with failed ACH transactions may be charged a fee up to $34 per failed ACH attempt in addition to the original owed commission amount.
3.2.7. By providing us with your credit card number, debit card number, bank account, or other payment account number and associated payment information, you authorize us to immediately, and again at the beginning of any subsequent membership subscription period, invoice your Account for all fees and charges due and payable to us under this Agreement and that no additional notice to or consent from you is required to do so. You agree to immediately notify us of any change in your billing address or payment information.
3.2.8. We reserve the right at any time to change our prices and billing methods, either immediately upon posting on the Site or by e-mail delivery to you.
3.2.9. If you select a membership subscription, on the first day after the first monthly or annual anniversary of your Subscription Commencement Date, and on the first day of each anniversary thereafter, your annual membership subscription will automatically renew (each, a “Renewal Commencement Date”) one year at our then-current Service Subscription Fee for annual membership subscriptions.
3.2.10. If you select a membership subscription, you agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription in accordance with Section 6. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
3.2.11. If you select a membership subscription, upon renewal of your membership subscription, if we do not receive payment from your Payment Provider, you agree (a) to pay all amounts due on your Account upon demand, and/or (b) that Recoup may either terminate or suspend your Account and your access to the Services and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your Account will be reactivated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
3.2.12. If you select a membership subscription, pay the Service Subscription Fee, and are not in breach of this Agreement, you will be entitled to 60-100% of any refund amount we recover for you through the Service.
3.2.13. You agree that if the Service identifies an Opportunity, the Service may automatically contact your Institution, including merchants, to attempt to obtain a refund, interest rate reduction, interest payment refund, discount, store credit, reward, or other compensation on your behalf without any permission from you.
3.2.14. We reserve the right to make any account or user Self Service at any time based on our sole discretion.
3.2.15. IF YOUR FINANCIAL INSTITUTION ACCOUNT IS NEGATIVE, HAS A LOW BALANCE, HAS BEEN NEGATIVE FOR DAYS, OR OTHERWISE DEEMED BY COMPANY TO BE AT RISK OF CHARGE OFF BY YOUR INSTITUTION, OR IF YOU HAVE ANY EXISTING CLAIMS WITH YOUR INSTITUTION AT THE TIME YOU REGISTER FOR THE SERVICE, YOU MAY AUTOMATICALLY BE GIVEN A “SELF-SERVICE” ACCOUNT OR DENIED SERVICE.
3.2.16. You give us permission to:
a. contact your Institutions, including merchants, on your behalf, as you, by any method we deem necessary or desirable. This may include through your connected email account and, when you authorize, sending and receiving emails through your email account, or the mail, as if you.
b. contact your Institutions multiple times regarding the same Opportunity and, in connection therewith, to transmit and share or use third-party providers to transmit and share your Financial Information, Personal Information, and all other information you provide or have provided to us, including, but not limited to, your hardships, time with the Institution, fee date, fee type, information about the fee, amount of the fee, date of birth, secret validation data, and your signature as if you.
3.2.17. We will communicate with you about the Service through our Site and email. Recoup is not affiliated with the financial institutions and related parties with which we may communicate on your behalf in connection with an Opportunity.
3.2.18. You authorize us to contest fees, contest interest payments, request discounts, store credits, rewards and perform other actions on your behalf with the Institutions you have connected to the Services. You authorize us to use the signature you provide to us, when required, and provide that signature to your Institutions in pursuit of an Opportunity. YOU HEREBY APPOINT US AS YOUR ATTORNEY-IN-FACT WITH FULL AUTHORITY TO ACT ON YOUR BEHALF, AS YOU, IN CONNECTION WITH COMMUNICATIONS WITH ANY FINANCIAL INSTITUTION OR MERCHANT IN ORDER TO PROVIDE THE SERVICE.
3.2.19. By using the Service, you understand that we make no representation that we will file a refund claim for any or all fees in connection with an Opportunity. We make no representation that we will file claims during any regular interval. The type and frequency of claims filing is at our sole discretion based on our experience and expertise with any number of variables including, but not limited to, your Institutions, your fee history, and past successful refund history.
3.2.20. By using this Service, you understand that your Institutions may contact you after the Service has filed a refund claim on your behalf. Your Institutions may contact you via telephone, email, mail, chatbot, or other communication method. You understand and agree that we have no control over your Institutions contacting you to discuss and or verify your claim. You understand and agree that your Institutions’ contacting you directly does not modify this Agreement or our right to receive any Commission from refunds obtained from Opportunities.
3.2.21. You acknowledge and agree that if your Institution, including merchants, contacts you after the Service has filed a refund claim on your behalf in connection with an Opportunity, but before issuing a refund, we are entitled to Commissions resulting from the initial claim filed on your behalf by the Service and Commissions on all other refunds issued therewith, WHETHER OR NOT RESULTING FROM THE INITIAL CLAIM FILED ON YOUR BEHALF BY THE SERVICE. These include reversed or pro-rated refunded interest charges and associated fees related to the refund of an Institution fee. For instance, if we submit a claim for a previously un-refunded fee, and you later contact your Institution or your Institution contacts you to discuss that fee prior to issuing a refund, you will still pay us a Commission on that subsequent refund. You acknowledge and agree that we are entitled to such Commissions even if the fee was refunded only after your communication with your Institution because we submitted the initial claim on your behalf pursuant to an Opportunity we identified on your behalf.
3.2.22. For each claim we file, we will have 30 business days to obtain a refund, reward, or rebate on your behalf for all fees we file and those newly incurred through the end of 30 days from our date of filing. If you preemptively contact your bank during this period, it does not entitle you to deny us our Commission.
3.3 Self Service
3.3.1 If you select “Self Service,” the additional terms and conditions contained in this Section 3.33.2 apply to you.
3.3.2 Once you have selected “Self Service,” there is no additional fee to use the Service and 0% commissions are due to Recoup for each refund obtained by you.
3.3.3 If you select “Self Service,” you are responsible for contacting your Institution and filing your own refund claims in connection with any Opportunity the Service identifies.
3.3.4 IF YOUR INSTITUTION ACCOUNT IS NEGATIVE, HAS LESS THAN A $35 BALANCE, HAS BEEN NEGATIVE FOR 10 DAYS, OR OTHERWISE DEEMED BY COMPANY TO BE AT RISK OF CHARGE OFF BY YOUR INSTITUTION, OR IF YOU HAVE ANY EXISTING CLAIMS WITH YOUR INSTITUTION AT THE TIME YOU REGISTER FOR THE SERVICE, YOU MAY AUTOMATICALLY BE GIVEN A “SELF-SERVICE” ACCOUNT OR DENIED SERVICE.
4.1 We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on our Site and other applications. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.
4.2 We reserve the right to change or update information on our Site and other applications and to correct errors, inaccuracies, or omissions at any time without prior notice to you.
4.3 Users may direct Recoup to retrieve their own information maintained online by third-parties with which they have customer relationships, maintain accounts or engage in financial transactions (“Account Information”). Recoup works with one or more online service providers to access this Account Information. Recoup makes no effort to review the Account Information for any purpose, including but not limited to accuracy, legality or non-infringement.
Recoup is not responsible for the products and services offered by or on third-party sites.
Recoup cannot always foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Recoup cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings. For example, when displayed through the Services, Account Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites. You can refresh your Account Information through the Services, in the manner prescribed in the associated instructions.
5.1 The Service may contain links to third-party websites and services that are not owned or controlled by us. You acknowledge and agree that we have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services, nor do we warrant the offerings of any such third parties, their websites, or their services.
5.2 You acknowledge and agree that neither we nor our affiliate shall be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through the Site or any such third-party websites or services. We strongly advise you to carefully read and understand the terms and conditions and privacy policies of any third-party websites or services that you visit.
6.1 We may terminate or suspend your Account and bar access to the Service immediately, without prior notice or liability, in our sole and absolute discretion, for any reason whatsoever and without limitation, including but not limited to a breach of this Agreement or failure to make any payment due to us hereunder.
6.2 If you wish to terminate your Account, click the “Help” link on the Site and complete the form requesting to terminate your Account. All provisions of the Legal Agreements that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity obligations, and limitations of liability.
6.3 If you decide to delink an account with our Service or terminate your Account entirely, you understand and agree that you will owe our Service all earned and unpaid Commissions not yet charged to your Account, and you authorize us to charge such Commissions to your Account until fully paid. Only once fully paid will your account be canceled with Recoup.
6.4 If you decide to delink an account with our Service or terminate your Account entirely after a claim is filed but before 30 days, you understand and agree that your service with Recoup will be canceled only once 30 days passes. This allows Recoup’s already filed claim to receive a possible refund result from your financial institution.
7.1 You agree to defend and indemnify us and our shareholders, directors, officers, employees, agents, representatives, and our affiliates and their respective employees, contractors, agents, officers and directors, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees), resulting from or arising out of (a) your use of and access to the Service, including, without limitation, if your Institution terminates your relationship with that Institution for any reason as a result of your filing a fee refund claim through the Service, (b) any other person’s use of and access to the Service through your Account and password, (c) your breach of the terms and conditions of this Agreement, or (d) any breach or loss of data from the Site or the Service caused by your negligent or willful act, failure or inability to comply with the terms and conditions of this Agreement.
7.2 DO NOT USE THE SERVICE IF YOUR INSTITUTION BALANCE HAS BEEN NEGATIVE FOR MORE THAN 10 DAYS, IF YOU HAVE FAILED TO MAKE REGULAR CREDIT CARD PAYMENTS OR ARE OTHERWISE IN DEFAULT.
7.3 Doing so may result in your Institution closing your account with that Institution and such being reported to credit agencies by your Institution.
7.4 Do not use the Service if you have overused overdraft fees at your Institution. Doing so may result in your Institution closing your account with that Institution and such being reported to credit agencies by your Institution.
7.5 The Service is intended only for users who have accounts in good standing with their Institution. You should not use the Service if you are persistently overdrawn or currently overdrawn and intend to use the Service to attempt to obtain a bank fee refund to bring your Institution account balance positive.
7.6 Recoup is not responsible for missed emails, missed promotional code deadlines, emails sent or received in error, information provided to customers in error by Recoup, disputes that arise between you and a third-party such as a bank, credit card, or merchant as a result of a communication sent by Recoup, the way a communication is constructed that differs from your preferences, or other such errors that result from you connecting your bank, credit card account, or email address to Recoup. Please reference emails sent by merchants for the authoritative communications including, but not limited to, information regarding promotional offers, receipts, shipping notices. You can freely search your inbox at any time to find all of your emails and should do so on a regular basis while you have an inbox connected to Recoup.
8. LIMITATION OF LIABILITY
8.1 IN NO EVENT SHALL WE, OUR AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SITE OR SERVICE; (b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SITE OR SERVICE; (c) ANY CONTENT OBTAINED FROM THE SITE OR SERVICE; OR (d) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8.2 You acknowledge and agree that all right, title, and interest in your Personal Information, Financial Information, and any other information that you provide to us will remain our property. If you accessed our Site from a referring employer, company, website, or partner (each, a “Referrer”), you understand that such Referrer has no intellectual property rights or other claim to any information you provide to us.
8.3 You agree to hold harmless each Referrer or any other third-party that referred you, in the event of a Recoup data breach.
8.4 Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE WITH RESPECT TO THE SERVICE, THE SITE, OR OUR OTHER APPLICATIONS. WE DO NOT WARRANT THAT (a) THE SERVICE WILL FUNCTION UNINTERRUPTED, BE SECURE, OR BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (b) ANY ERRORS OR DEFECTS IN THE SERVICE, THE SITE, OR OUR OTHER APPLICATIONS WILL BE CORRECTED; (c) THE SERVICE IS OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (d) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.
Dispute Resolution – Arbitration & Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND Recoup CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND Recoup TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
You agree that, in the event any dispute or claim arises out of or relating to your use of the Site, you will contact us at https://www.recoup.com/contact-us and you and Recoup will attempt in good faith to negotiate a written resolution of the maker directly. You agree that if the maker remains unresolved for 30 days after notification (via certified mail or personal delivery), such maker will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the maker by mediation, then you agree that you will not be entitled to recover attorneys' fees, even if you may have been entitled to them otherwise
Binding Arbitration. You and Recoup agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Site (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Recoup both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Recoup in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and in an individual, non-class, and non-representative basis.
Class Action Waiver. You and Recoup agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Recoup both agree to waive the right to participate as a plaintiff as a class member in any class action proceeding. Further, unless you and Recoup agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution’ section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879).
Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Georgia and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
Arbitration Location and Procedure. Unless you and Recoup agree otherwise, the seat of the arbitration shall be in Atlanta, Georgia. If your claim does not exceed USD$10,000, then the arbitration will be conducted solely on the basis of documents you and Recoup submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD$10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference if requested and agreed to by the parties.
Arbitrator’s Decision and Governing Law. The arbitrator shall apply Georgia law consistent with the Federal Arbitration Act and applicable statutes of limitations and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimers and Limitations of Liability” section above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
10. GOVERNING LAW, VENUE, MISCELLANEOUS
10.1 This Agreement is governed by and construed in accordance with the laws of Georgia, United States, without regard to its conflict of law provisions.
10.2 Any proceeding concerning this Agreement, their interpretation, or any dispute arising under or relating to this Agreement shall be resolved exclusively in the State or Federal Courts located in Fulton County, Georgia, and you hereby agree to the venue and personal jurisdiction of these courts and waive irrevocably any and all objections you may have, including that the location is inconvenient or that witnesses will or may be unavailable.
10.3 You acknowledge and agree that our failure to enforce any right or provision of this Agreement is not a waiver of such right or provision. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in effect.
10.4 This Agreement constitutes the entire agreement between you and us regarding the content hereof and supersedes and replaces any prior agreement between you and us regarding the content hereof.
11.1 We reserve the right, at our sole discretion, to modify or replace any of the Legal Agreements at any time. If a revision is material we will provide at least 30 days’ notice prior to such changes taking effect. What constitutes a material change will be determined at our sole discretion.
11.2 By continuing to access or use the Service after any changes become effective, you agree to be bound by such changes.
11.3 If you do not agree to any changes, you should immediately cancel your Account and cease using and accessing the Service.
12. RECOUP REWARDS
12.1. Earning Rewards – Notice of Financial Incentives
To begin earning Recoup points and badges, you must download the App and follow the enrollment instructions, including by signing up using a valid email address, providing your legal name, date of birth, gender, annual income, valid profile photo, and other data so that Recoup can verify your identity. You must also link a valid qualifying bank, debit or credit card to your Recoup account in order to be eligible to earn Recoup points and badges. Some exclusions may apply and Recoup reserves the right to determine in its sole discretion whether a linked bank, debit or credit card qualifies to participate and earn Recoup points and badges. Only individuals who are residents of the United States (the “Territories”), who are at least 18 years old, and who provide valid and accurate personal information when enrolling are eligible to earn rewards. Corporations and other entities are not eligible. Individuals under the age of 18 are not eligible. Recoup points are not available to residents outside of the Territories.
By using Recoup’s Services, you will have the opportunity to earn Recoup points and badges based on actions that you may take or transactions that you may conduct as described in a particular offer (“Recoup Offer”) made by Recoup, by a Recoup merchant or by another third party via the Site or App. Recoup Offers and rewards may be subject to additional terms, conditions and restrictions that are set by us, a merchant or third party. Such terms, conditions and restrictions may be updated, modified, suspended, or cancelled at any time without notice to you. If there is a conflict between these Terms and the terms and conditions of any Recoup Offer, unless explicitly provided otherwise in these Terms, the Recoup Offer terms and conditions will control. Recoup Offers, points, badges, and rewards are not transferable. Recoup Offers may not be made available to all users.
Sometimes, merchants and promotional partners determine whether you have satisfied the conditions of the Recoup Offer. Recoup does not control the merchants and is bound by their decisions. If you disagree with any merchant’s decision, you may dispute that issue directly with the merchant but agree that we and our technology partners have no liability to you for such claim or with respect to any other dispute or interaction between you and the merchant.
Points and badges are earned as described in a Recoup Offer, or when made on an eligible purchase are based on your net purchase amount, which excludes taxes, fees, shipping, gift-wrapping, discounts or credits, returns or cancellations, and extended warranties. When points and badges are earned on net dollars spent (up to two decimals) for points-eligible purchases, and are rounded down. No points or badges will be earned for any actions prior to both: February 3, 2021 and creating an account with Recoup and linking your applicable bank, credit or debit card to your Recoup account. Points and badges are not transferable. Different accounts cannot be combined, and no joint accounts are permitted. Rewards, user accounts, and benefits are non-transferrable. Purchases of gift cards do not qualify for rewards. Purchases of other categories of products and/or services may not qualify for rewards as determined by Recoup in its sole discretion and as required by law (and notwithstanding any inconsistent terms and conditions contained in a Recoup Offer). Point and badges amounts may vary by offer, partner, activity, action, merchant, store and product category and may contain exclusions in the terms of the offer and/or the applicable store page. Please review these terms carefully.
Points and badges will only be issued for bona-fide completed actions and transactions as described in a Recoup Offer. Unless otherwise expressly stated in a Recoup Offer, each Recoup Offer is limited to one (1) per user/account. You may not set up multiple accounts for yourself, your family members and other affiliates, impersonate or use another person’s account, or use any manual or automated means (such as for example, a macro, script, ‘bot, use of a ‘click farm’, etc.), or engage in any other behavior or use of our products that is inconsistent with their normal and intended use, to circumvent these restrictions. If we or a merchant determine that you attempted to earn points using such methods or any other fraudulent or deceptive means, we reserve the right to cancel any and all of your points, terminate your user account, and/or report you to the authorities. We reserve the right to investigate any transaction or activity that we believe, in our sole discretion, is abusing or has abused any Recoup Offer, reward or other promotion that we or any third party may provide through us.
If your bank, debit, or credit card is delinked for any reason, including insufficient activity, you will retain any earned points but will not be presented with Recoup Offers during the period of delinking. You may have to pay a fee to relink an unlinked bank, debit, or credit card.
We do not warrant the accuracy of timeliness of the information displayed via the Site, App or the Services. Descriptions of Recoup Offers may include inaccuracies or typographical or other errors. You agree that neither we nor the merchant/partner(s) are responsible for such errors and that both we and the merchant reserve the right to correct them when they are discovered. We and our merchants/partners reserve the right to cancel all transactions affected by such errors, refund all amounts paid and cancel all points associated with such transactions, without any liability to you.
12.2. Qualifying Transactions
Recoup needs to protect the program for all users by ensuring that points are earned for legitimate consumer actions and transactions. Recoup users are only permitted to earn points with Recoup in connection with activity or spending activity for non-commercial, personal and household purposes (“Qualifying Transactions”). Recoup users are not permitted to earn points or badges in connection with spending for commercial purposes (e.g. in connection with a business). Recoup users may be limited to earning a certain number of points and badges per session, calendar day, calendar week (Sunday – Saturday) in connection with bank, debit, or card-linked offers selected upon onboarding. Recoup has no responsibility of presenting the same Recoup Offers, points or badge values to all users equally. Recoup Offers may be calculated and presented dynamically on a user by user basis.
If you are permitted to link a shared bank, credit or debit card account to your Recoup account (a “Shared Account”), only one of the Shared Account users will be permitted to earn points on each Recoup Offer, on a first-come-first-served basis. Recoup maintains the right to review the accrual of points and to determine, in Recoup’s absolute discretion, if certain transactions qualify for Recoup Offers. Certain spending including, but not limited to, repeat purchases, high-value purchases, purchases of gift cards, and purchases made for commercial, non-personal or non-household purposes, may not, at Recoup’s absolute discretion, be considered Qualifying Transactions and may be ineligible for Recoup points. Recoup may reverse point accruals that have already been processed if a transaction is deemed by Recoup, upon review, to not constitute a Qualifying Transaction. Recoup may also disable and, or, block accounts that engage in repeated non-Qualifying Transaction activity. Not all Qualifying Transactions may be eligible for points if we are unable to obtain certain transaction information from the payment card network associated with your Account Information.
Without limiting any of the other terms of this Agreement, if you return, charge back, cancel, dispute, or otherwise request a refund for a Qualifying Transaction for which you have already received points, we will reduce the balance of points in your account by the amount of points you received for such transaction. If the balance of points in your account is less than the amount of points you received for such transaction, we will offset the applicable number of points from the points you would otherwise receive for future qualifying actions. It is your responsibility to check your account regularly to ensure that points have been properly credited and that your account balance is accurate. Should you disagree with any adjustments made to your account, your sole remedy is to cease use of the Site, App and the Services.
12.3. Redemption of Recoup Points and Badges
Recoup points and badges are valid and redeemable via the App. Recoup points and badges have no cash, monetary or other value and cannot be converted into any currency. Recoup points and badges may be redeemed for various rewards that we make available, and that may change, from time to time. The representative value of Recoup points and badges will be applied against the pre-tax purchase amount (i.e., excluding taxes, fees, and shipping and handling charges). The maximum amount of Recoup points and badges that can be redeemed for rewards in any calendar may be limited, on a user-by-user basis, at Recoup’s discretion.
You may use our App to redeem points and badges for the rewards that we make available. You may redeem points and badges in accordance with such terms and conditions and upon payment of such fees as we may determine at any time. You will be responsible for paying all taxes, fees, and any applicable shipping and handling charges or other fees. Recoup points and badges are not transferable and may not be combined with other promotions or other discounts. The number of points and badges recorded in your account and the number of points and badges required to obtain any particular reward are subject to verification by us. Once a reward has been requested or redeemed by a user, no changes, refunds or return of points are permitted for any reason. Recoup is not responsible for hacked, lost or stolen points, badges, or rewards. It is your responsibility to secure and protect your credentials, hardware and access to your software and apps. All rewards are offered subject to availability and restrictions imposed by the reward suppliers. We assume no responsibility for any loss, damage, defect, injury, death or expense relating to any reward or rewards processing or shipment, or for your rewards not turning out as you expected for whatever reason. If any Recoup points, badges, or rewards are believed to have been sold, exchanged, or obtained fraudulently, or issued to someone other than the registered user of the applicable account, those points or rewards will be void and will not be honored.
You are responsible for all taxes applicable to any amounts payable to us. We will determine the applicable taxes on the basis of the province in which you reside, as shown in our records at time of payment.
You can check your Recoup points and badges balance by logging into your Recoup account on the App. A valid Recoup account is required to check your points balance. Recoup will attempt to credit accounts with points and badges on a timely basis. Recoup Offers may indicate that points and badges will be accrued immediately upon a Qualifying Purchase or, on the other hand, after additional requirements are satisfied (for example, after a purchased product refund period has expired or after purchased travel has been completed). Recoup points and badges will accrue as described in a Recoup Offer, and may take several days (sometimes up to 120 days) to be updated to your account upon such accrual. Any claim for points and badges not credited accurately must be received by Recoup within 30 days of the date on which the user claims the points or badges should have been accrued. Recoup will have no liability for any failure, delay, or error in crediting points to your account.
12.4. Expiration, Inactivity & Cancellation
Recoup is free to use, however, we do deduct points for various activities including inactive accounts, non-engagement with our app, and various other activities at Recoup’s discretion. An account is considered to be “inactive” if you do not open the Recoup app (while logged-in to Recoup), during a thirty (30) day period.
If your account is terminated or disabled for any reason, including but not limited, to using harassing, bullying, vulgar, or gibberish language in Recoup’s app, in merchant reviews, or to our customer service, multiple attempts at non-Qualifying Transactions or other fraudulent activity, then your existing Recoup points will be forfeited and any further transactions which might otherwise earn you Recoup points will not be deemed to be applicable.
You may cancel your account and participation in the rewards program by contacting Recoup at https://www.recoup.com/contact-us with such request. All earned and unredeemed points and badges will be forfeited immediately upon cancellation and may not be reinstated or transferred.
Recoup may cancel your accumulated points and badges, suspend your benefits, or cancel your account at any time with immediate effect and without written notice, for any reason and in Recoup’s sole discretion, including in instances where Recoup believes that you have (i) acted in a manner inconsistent with applicable laws or regulations, (ii) failed to pay Recoup or its merchants/partners amounts due, (iii) acted in an inappropriate, fraudulent, abusive, or hostile manner, (iv) breached or violated any of these Terms of Service, or (v) engaged in any misconduct or wrongdoing in connection with the Site, App or Services. Nothing contained in these Terms of Service will limit Recoup in the exercise of any legal or equitable rights or remedies.
Recoup points and badges and other related benefits and services are the sole property of Recoup, and are not the property of the users. Points and badges have no cash value and Recoup will not compensate or pay cash, cash equivalent, or credit for any forfeited or unused points. Whether you may re-enroll in the Services after a termination is at Recoup’s sole discretion. In any event, previously earned points that were forfeited will not be credited to you.
12.5. Modification and Termination of the Rewards Program and Benefits
Recoup may change or terminate the rewards program, associated points and badges or other rewards and benefits at any time, for any reason and without notice. Recoup may make changes that affect, without limitation, processes, benefits, levels, rules for earning and redeeming points, point redemption levels, rules for the use of points and badges, availability of points and badges, reward types, availability of Recoup Offers, and participation in the rewards program and program benefits.
Recoup may terminate the rewards program with two week’s advance notice to all active users. At Recoup’s sole discretion, Recoup may choose to substitute a similar rewards program at any time immediately upon notice to active users. A user may not accumulate or redeem points or any other benefits after the termination of the program. If the program is terminated, upon termination, all unredeemed points will be forfeited without any obligation or liability, and points or badge claims will no longer be honored. Recoup may terminate the program in whole or in part, in any jurisdiction, on less than two week’s notice if required to do so by applicable law, as determined by Recoup in its reasonable discretion.
All rewards program benefits, offers, rewards, and services are subject to availability and may be changed at any time without notice. By accepting rewards program benefits, offers, rewards, and services, including points or badges, each user acknowledges that he or she is responsible for determining whether he or she is eligible to receive the benefits, offers, rewards, or services (including points and badges) under applicable laws, gift policies, and incentive policies. At any time and in Recoup’s sole discretion (including where a user was not eligible to earn certain points according to these Terms of Service), Recoup may correct the amount of points shown as credited to a user’s account.
12.6. Third-Party Links
Some parts of the Services are supported by sponsored links from advertisers and display Recoup Offers that may be custom matched to you based on information stored in the Services, queries made through the Services or other information.
Recoup may, in connection with Recoup Offers and otherwise, provide links from the Site, the App and the Services to other web sites belonging to Recoup advertisers and other third parties. If you use these links, you may leave Recoup’s Site, App and Services. Recoup provides these links to you as a convenience, and we do not verify, make any representations or take responsibility for such third party sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such third party sites. Recoup does not endorse or guarantee the products or services available through the Recoup Offers (or any other third-party products or services advertised on or linked from our site), whether or not sponsored, and Recoup is not an agent or broker or otherwise responsible for the activities or policies of those web sites.
YOU AGREE THAT RECOUP WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD PARTY SITES AND/OR THIRD PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.
12.7 Sharing Review Information
If you give feedback about any transaction in the form of ratings, written, or video reviews, you agree that information will be shared with the Recoup community. This includes, but is not limited to, merchants, manufacturers, other Recoup users, the users of other social media channels.
12.8 Surfacing Transactions
If you connect an email or merchant account to Recoup, you agree that we may surface individual transactions and purchases within your feed for you to offer feedback. As a result, your feedback about any product or transaction in the form of ratings, written, or video reviews, you agree that information will be shared with the Recoup community. This includes, but is not limited to, merchants, manufacturers, other Recoup users, the users of other social media channels.
13. RECOUP CASH (AVAILABLE TO ALL MEMBERS)
13.1 "Recoup Rewards & Commission Credits" are not payable as "Recoup Cash." These are two separate programs.
13.2 You may earn “Recoup Cash” for joining and referring friends who join Recoup’s Partners.
13.3 Cash amounts payable and lists of requirements for each opportunity will be clearly displayed on our website or mobile app.
13.4 Recoup Cash is paid to you no later than 60 days from accomplishing all requirements for each opportunity.
13.5 Recoup Cash is paid to you using the method listed in each opportunity or through your default Recoup Cashout account. Recoup cash is never paid to your existing bank account, P2P payment, or check unless otherwise stated.
13.6 We reserve the right to request and verify State or Governmental photo ID prior to dispersing Recoup Cash
13.7 We reserve the right to deny Recoup Cash to any member at any time if we believe inaccurate information has been provided to Recoup in an effort to fraudulently accumulate Recoup Cash balances or for any reason at our sole discretion
13.8 Recoup Cash is not payable when you invite a friend who joins a partner when that friend is already a Recoup Member.
13.9 Recoup Cash is payable only once your unpaid Recoup Cash balance exceeds $5.
13.10 Each Recoup Cash opportunity is only available once per Recoup Member, even if you have multiple Recoup accounts, aliases, different email addresses. Each Recoup member must have unique financial institutions linked to their Recoup account.
13.11 If this partner does not report to Recoup that you qualified for a bonus, but you believe you have, you will be required to provide evidence to Recoup. Recoup will then research with partner and report back within 5 business days of you providing required evidence.
13.12 NEITHER RECOUP NOR THE SERVICES ARE INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. RECOUP IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. The Service is intended only to assist you in your financial organization and decision-making and is broad in scope. Your personal financial situation is unique, and any information and advice obtained through the Service may not be appropriate for your situation. Accordingly, before making any final decisions or implementing any financial strategy, you should consider obtaining additional information and advice from your accountant or other financial advisers who are fully aware of your individual circumstances.
As between you and Recoup, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the Services, and all intellectual property rights related thereto (the “Recoup Content”), are either owned or licensed by Recoup, it being understood that you or your licensors will own any User Content (as defined below) you upload or transmit through the Services. Use of the Recoup Content or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited. Such content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.
You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Services, including, by way of example and not limitation, through the sale of advertising, sponsorships, promotions, usage data and Gifts (defined below), and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you (i) have no right to receive any income or other consideration from any User Content (defined below) or your use of any musical works, sound recordings or audiovisual clips made available to you on or through the Services, including in any User Content created by you, and (ii) are prohibited from exercising any rights to monetize or obtain consideration from any User Content within the Services or on any third party service ( e.g. , you cannot claim User Content that has been uploaded to a social media platform such as YouTube for monetization).
Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services, including to download the Platform on a permitted device, and to access the Recoup Content solely for your personal, non-commercial use through your use of the Services and solely in compliance with these Terms. Recoup reserves all rights not expressly granted herein in the Services and the Recoup Content. You acknowledge and agree that Recoup may terminate this license at any time for any reason or no reason.
NO RIGHTS ARE LICENSED WITH RESPECT TO SOUND RECORDINGS AND THE MUSICAL WORKS EMBODIED THEREIN THAT ARE MADE AVAILABLE FROM OR THROUGH THE SERVICE.
You acknowledge and agree that when you view content provided by others on the Services, you are doing so at your own risk. The content on our Services is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Services.
We make no representations, warranties or guarantees, whether express or implied, that any Recoup Content (including User Content) is accurate, complete or up to date. Where our Services contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. You acknowledge that we have no obligation to pre-screen, monitor, review, or edit any content posted by you and other users on the Services (including User Content).
14.1 User-Generated Content
Users of the Services may be permitted to upload, post or transmit (such as via a stream) or otherwise make available content through the Services including, without limitation, any text, photographs, user videos, sound recordings and the musical works embodied therein, including videos that incorporate locally stored sound recordings from your personal music library and ambient noise (“User Content”). Users of the Services may also extract all or any portion of User Content created by another user to produce additional User Content, including collaborative User Content with other users, that combine and intersperse User Content generated by more than one user. Users of the Services may also overlay music, graphics, stickers, Virtual Items and other elements provided by Recoup (“Recoup Elements”) onto this User Content and transmit this User Content through the Services. The information and materials in the User Content, including User Content that includes Recoup Elements, have not been verified or approved by us. The views expressed by other users on the Services (including through use of the virtual gifts) do not represent our views or values.
Whenever you access or use a feature that allows you to upload or transmit User Content through the Services (including via certain third party social media platforms such as Instagram, Facebook, YouTube, Twitter), or to make contact with other users of the Services, you must comply with the standards set out at “Your Access to and Use of Our Services” above. You may also choose to upload or transmit your User Content, including User Content that includes Recoup Elements, on sites or platforms hosted by third parties. If you decide to do this, you must comply with their content guidelines as well as with the standards set out at “Your Access to and Use of Our Services” above. As noted above, these features may not be available to all users of the Services, and we have no liability to you for limiting your right to certain features of the Services.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any User Content will be considered non-confidential and non-proprietary. You must not post any User Content on or through the Services or transmit to us any User Content that you consider to be confidential or proprietary. When you submit User Content through the Services, you agree and represent that you own that User Content, or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services, to transmit it from the Services to other third party platforms, and/or adopt any third party content.
If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the Services unless you have all permissions, clearances from, or are authorized by, the owner of any part of the content to submit it to the Services
You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Services, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide license to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorize other users of the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented. As such, Recoup may monetize your User Content in any manner we deem fit, including the licensing and distribution of such content to third parties in exchange for compensation.
You further grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.
For the avoidance of doubt, the rights granted in the preceding paragraphs of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
Specific Rules for Musical Works and for Recording Artists. If you are a composer or author of a musical work and are affiliated with a PRO, then you must notify your PRO of the royalty-free license you grant through these Terms in your User Content to us. You are solely responsible for ensuring your compliance with the relevant PRO’s reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms in your User Content or have such music publisher enter into these Terms with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms. If you are a recording artist under contract with a record label, then you are solely responsible for ensuring that your use of the Services is in compliance with any contractual obligations you may have to your record label, including if you create any new recordings through the Services that may be claimed by your label.
Through-To-The-Audience Rights. All of the rights you grant in your User Content in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third party services will not have any separate liability to you or any other third party for User Content posted or used on such third party service via the Services.
Waiver of Rights to User Content. By posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Services.
We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights, or of their right to privacy.
We, or authorized third parties, reserve the right to cut, crop, edit or refuse to publish, your content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Services if, in our opinion, your post does not comply with the content standards set out at “Your Access to and Use of Our Services”above. In addition, we have the right – but not the obligation – in our sole discretion to remove, disallow, block or delete any User Content (i) that we consider to violate these Terms, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you post to the Services on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content. We do not guarantee the accuracy, integrity, appropriateness or quality of any User Content, and under no circumstances will we be liable in any way for any User Content.
You do not control whether your User Content is made publicly available on the Services to all other users of the Services or only available to people you approve.
We accept no liability in respect of any content submitted by users and published by us or by authorized third parties.
If you wish to file a complaint about information or materials uploaded by other users, file a content or profile report within our app by clicking the 3 dots found on every piece of User Generated Content or User Profile.
Recoup takes reasonable measures to expeditiously remove from our Services any infringing material that we become aware of. It is Recoup’s policy, in appropriate circumstances and at its discretion, to disable or terminate the accounts of users of the Services who repeatedly infringe copyrights or intellectual property rights of others.
While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending us or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to us, you agree that:
Recoup has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
Feedback is provided on a non-confidential basis, and we are not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
You irrevocably grant us perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
14.2 Content and User-Generated Content Indemnity
You agree to defend, indemnify, and hold harmless Recoup, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms.
16. EXCLUSION OF WARRANTIES
NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A CONSUMER.
THE SERVICES ARE PROVIDED “AS IS” AND WE MAKE NO WARRANTY OR REPRESENTATION TO YOU WITH RESPECT TO THEM. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:
YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;
YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; AND
DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE
17. LIMITATION OF LIABILITY
NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
SUBJECT TO THE PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU FOR:
(I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY);
(II) ANY LOSS OF GOODWILL;
(III) ANY LOSS OF OPPORTUNITY;
(IV) ANY LOSS OF DATA SUFFERED BY YOU; OR
(V) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU. ANY OTHER LOSS WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO Recoup WITHIN THE LAST 12 MONTHS.
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:
ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR
YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.
PLEASE NOTE THAT WE ONLY PROVIDE OUR PLATFORM FOR DOMESTIC AND PRIVATE USE. YOU AGREE NOT TO USE OUR PLATFORM FOR ANY COMMERCIAL OR BUSINESS PURPOSES, AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY.
IF DEFECTIVE DIGITAL CONTENT THAT WE HAVE SUPPLIED DAMAGES A DEVICE OR DIGITAL CONTENT BELONGING TO YOU AND THIS IS CAUSED BY OUR FAILURE TO USE REASONABLE CARE AND SKILL, WE WILL EITHER REPAIR THE DAMAGE OR PAY YOU COMPENSATION. HOWEVER, WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.
THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IF YOU’RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
18. Notice regarding Apple.
By downloading the Platform from a device made by Apple, Inc. (“Apple”) or from Apple’s App Store, you specifically acknowledge and agree that:
These Terms between Recoup and you; Apple is not a party to these Terms.
The license granted to you hereunder is limited to a personal, limited, non-exclusive, non-transferable right to install the Platform on the Apple device(s) authorized by Apple that you own or control for personal, non-commercial use, subject to the Usage Rules set forth in Apple’s App Store Terms of Services.
Apple is not responsible for the Platform or the content thereof and has no obligation whatsoever to furnish any maintenance or support services with respect to the Platform.
In the event of any failure of the Platform to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Platform, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Platform.
Apple is not responsible for addressing any claims by you or a third party relating to the Platform or your possession or use of the Platform, including without limitation (a) product liability claims; (b) any claim that the Platform fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
In the event of any third party claim that the Platform or your possession and use of the Platform infringes such third party’s intellectual property rights, Apple is not responsible for the investigation, defence, settlement or discharge of such intellectual property infringement claim.
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
Apple and its subsidiaries are third party beneficiaries of these Terms and upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof.
Recoup expressly authorizes use of the Platform by multiple users through the Family Sharing or any similar functionality provided by Apple.
19. Notice regarding Google Play
By downloading the Platform from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge and agree that:
to the extent of any conflict between (a) the Google Play Terms of Services and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in these Terms, the Google Play Terms shall apply with respect to your use of the Platform that you download from Google Play, and you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by Recoup or you (or any other user) under these Terms or the Google Play Terms.
20. Allegations of Copyright and Trademark Infringements; Notification
Recoup respects the intellectual property rights of others and Recoup asks that users of the Site and Services do the same. If you believe that your intellectual property is being used on the Site in a way that constitutes copyright infringement, please provide our Designated Agent (set forth below) the following information (as required by Section 512(c)(3) of the Digital Millennium Copyright Act):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
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.
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.
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
A statement that the complaining party has 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.
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
The information specified above must be sent to Recoup’s Designated Agent, whose contact information is as follows:
4279 Roswell Road
Atlanta, GA 30342
Please note that Section 512(f) of the Digital Millennium Copyright Act may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims.
Any information or correspondence that you provide to Recoup may be shared with third parties, including the person who provided Recoup with the allegedly infringing material.
Upon receipt of a bona fide infringement notification by the Designated Agent, it is Recoup’s policy to remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user's access to the service.
If you believe that your content should not have been removed for alleged copyright infringement, you may send Recoup’s Designated Agent a written counter-notice with the following information:
Identification of the copyrighted work that was removed, and the location on the Site where it would have been found prior to its removal;
A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of a mistake or misidentification; and
Your physical or electronic signature, together with your contact information (address, telephone number and, if available, email address).
If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at our discretion.
Recoup Creator Marketing Agreement
This Creator Marketing Agreement (“Agreement”) dated on this date when you joined our site (the “Effective Date”) is made between Riddlic, Inc. dba Recoup, a Delaware Corporation (the “Company”) and the enrolled Creator (the “Creator”), herein collectively referred to as the “Parties” for the purpose of setting forth the exclusive terms and conditions by which the Company desires to acquire the marketing services from the Creator.
WHEREAS, the Creator agrees to provide promotional and marketing services, including the design and implementation of certain promotional services;
WHEREAS, the Company is in the business of helping people manage their finances, review their transactions and save money (“Product or Service”).
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Scope of Services and Creator’s Responsibilities.
The Company retains the above Creator, and the Creator agrees to perform for the Company certain marketing services set forth in Exhibit A to this Agreement (the “Services”). The Company’s Brand Guidelines are set forth and attached hereto as Exhibit B. Any Service outside of the scope as defined in Exhibit A to this Agreement may require a new Agreement for other services, including separate promotional or marketing campaigns expressly agreed to by the Parties.
The Creator agrees to engage in the best and commercially reasonable efforts to provide the Services to Company in accordance with the terms of this Agreement. The Creator further agrees to provide the Services in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used in promotional social media and various marketing campaigns of equivalent value and for similar products or services.
The Creator shall deliver the agreed upon number of posts and/or other relevant content as defined in Exhibit A on the agreed upon platforms. The Services provided by the Creator shall conform with the instructions and specifications of the Company as detailed in Exhibit B and abide by the terms and conditions of the applicable platforms.
If the Company wishes to review the content before the Creator posts the content, the Company has a maximum of 7 days to reject any deliverable provided by the Creator in accordance with this Creator Agreement and must notify the Creator within 7 days of receipt of any supplementary revisions or amendments that are requested by the Company or Brand Affiliates.
Time is of the Essence. The Creator hereby understands and acknowledges that time is of the essence with respect to the Creator’s obligations defined in this Creator Contract and that prompt and timely performance of all such obligations is strictly required.
Consideration and Compensation. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to the Company (as determined by the Company), the Creator shall be compensated as follows:
A sample of a product or service described as follows:
Sample will be sent to the Creator via Promo Code, Shipped Direct, or Store Credit
A percentage of all affiliate revenues generated from sales of Product or Service resulting from people tapping a Call to Action button on Creator’s video from within Recoup’s app
Content Requirements. The Creator agrees to create original content that is honest and factual. The
approval from the Company may be required prior to the Creator uploading or publishing the content to Recoup in a specified format. The approved content can also be shared by the Creator to any of their own social media accounts without limitation.
The Creator may never represent that the specific Product or Service being reviewed is a sponsor or partner with the Creator. However, the Creator can represent that Recoup is a sponsor. The Content must be in compliance with the terms and conditions of the social media.
Compliance with FTC Guidelines and Material Disclosures. The Creator agrees that when publishing content, such as posts, statuses, or anything of the like, that they must visibly disclose their “material connection” with the Company. The Creator agrees to abide by the guidelines set forth by the Federal Trade Commission (FTC) This includes the fact that the Creator was provided with consideration and was provided with experiences or is being paid for a certain service.
The disclosure should be clear and conspicuous made within close proximity to any statements the Creator makes about the Company or their Products for Services. Such disclosures are required irrespective of any space or character limitations of a medium, where the disclosure can be made via Hashtags. For example, on Twitter, #sponsored. The Creator understands and agrees that they are to make only honest and factual statements and representations about the Company or the Company’s products of which the Creator knows with confidence that the statements are truthful and can be verified. All disclosed shall be made above the fold and not in a “more” section or otherwise hidden.
Usage and License. The Company shall cause the Creator to grant to the Company and to any Brand Affiliates, a limited, non-exclusive, royalty free, and license and right to feature content created by the Creator as part of the campaign, including the Creator’s name and screenname(s), on the Company’s and Brand Affiliates controlled and owned social media platforms and within third-party digital platforms.
The Company grants the Creator a temporary license to use the Recoup Affiliates promotional materials and name as necessary to achieve the promotional purpose respecting the guidelines herein. The Creator grants an ongoing license to use the Creator’s name or appropriate handle in all media including, but not limited to the Company or the Brand Affiliates website and on social media sites. Additionally, applying to all formats of media such as digital and print advertising.
Copyright. The Company will own the full and complete copyright to the uploaded media. However, both Parties are permitted to share the content subject to this Agreement within their own channels.
Confidentiality. Throughout the duration of this Agreement, it may be necessary for the Creator to have access to the Company’s confidential and protected information for the sole purpose of performing the Services subject to this Agreement.
The Creator is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from the Company. The Creator’s obligation of confidentiality will survive the termination of this Creator Marketing Agreement and stay in place indefinitely. Upon the termination of this Agreement, the Creator agrees to return to the Company any and all Confidential Information that is the property of the Company.
Further, the Creator shall promptly return to the Company all copies, whether in written, electronic, or other form or media, of the Company’s Confidential Information, or destroy all such copies and certify in writing to the Company that such Confidential Information has been destroyed. In addition, the Creator shall also destroy all copies of any Notes created by the Creator or its authorized Representatives and certify in writing to the Company that such copies have been destroyed.
No Exclusivity. The Parties subject to this Agreement understand and acknowledge that this Agreement is not exclusive. Each Party respectively agrees that they are free to enter into other similar Agreements with other parties, unless otherwise stipulated and agreed to by the Parties.
Equipment. The Creator, at their own expense, shall furnish their own equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the parties. If the Creator does not have the equipment necessary for the Services required under this Agreement, the Company shall furnish the equipment necessary unless otherwise agreed upon by the Parties. Should the Company not furnish the agreed upon equipment, the Company understands they shall be responsible for reimbursing the Creator for all expenses incurred.
Independent Contractor. Company and Creator expressly agree and understand that the above-listed Creator is a contractor hired by the Company and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement.
Accordingly, the Creator acknowledges that neither the Creator or the Creator’s Employees are eligible for any benefits, including, but not limited to, health insurance, retirement plans or stock option plans. The Creator is not the agent of the Company and is not authorized and shall not have the power or authority to bind the Company or incur any liability or obligation, or act on behalf of the Company. At no time shall the Creator represent that it is an agent of the Company, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those for the Company.
The Creator is not entitled to receive any other compensation or any benefits from the Company. Except as otherwise required by law, the Company shall not withhold any sums or payments made to the Creator for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely the Creator’s responsibility. The Creator further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.
The Creator is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. The Creator shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.
Termination. This Creator Marketing Agreement may be terminated at any time by mutual agreement by the Company and the Creator.
This Creator Marketing Contract shall be effective on the date hereof and shall continue until terminated by either party upon 30 business days written notice.
The Company understands that the Creator may terminate this agreement at any time if the Creator fails to provide the Services provided under this Agreement. Creator agrees to pay the Company the listed retail value of the samples they’ve received within 7 days of termination. Returned products or services of delivered samples are not considered compensation to Company should Creator cancel agreement without providing Services.
Dispute Resolution and Governing Law. Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of Delaware.
If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of Delaware, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of Delaware.
Alcoholic Beverages. For alcoholic beverage samples, Creator attests they are (a) at least 21 years of age and (b) you are not a person barred from receiving or consuming alcoholic products under the federal, state or local laws of the jurisdiction in which you are a resident or from which you use alcoholic beverages.
Legal Fees. Should a dispute between the named Parties arise lead to legal action, the prevailing Party shall be entitled to any reasonable legal fees, including, but not limited to attorneys’ fees.
Warranties and Representations. The Parties to this Agreement fully represent that they are authorized to enter into this Creator Marketing Agreement. The obligations and performance of either the Company or Creator shall not infringe upon or violate the rights of any third party or violate any other agreement between the Principal or Agent, any other individual, business entity, or formal organization, or interfere with any law and or governmental regulation.
Force Majeure. Creator and any of its employees or agents shall not be in breach of this Creator Marketing Agreement for any delay or failure in performance caused by reasons out of its reasonable control. This includes, but is not limited to, acts of God or a public enemy; natural calamities; failure of a third party to perform; changes in the laws or regulations; actions of any civil, military or regulatory authority; power outage or other disruptions of communication methods or any other cause which would be out of the reasonable control of the Creator.
No Assignment. This Agreement shall inure to and be binding upon the undersigned and their respective heirs, representatives, successors and permitted assigns. This Agreement may not be assigned by either party without the prior written consent of the other party.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Captions for Convenience. All captions herein are for convenience or reference only and do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.
No Waiver. No waiver of or failure to act upon any of the provisions of this Agreement or any right or remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other provisions, rights or remedies (whether similar or dissimilar).
Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto.
The Creator agrees to provide the AT LEAST the following marketing services:
- Unboxing video (60 seconds)
- What they liked video (60 seconds)
- What they didn’t like video (60 seconds)
- Demonstration of Product / Service (60 seconds)
- Overall impressions video (60 seconds)
- Creator shall provide their honest and authentic opinions in review videos.
- Creator should film review videos in a space with quality lighting, an uncluttered backdrop, and minimal background noise.
- Creator shall show their face for as much of the video(s) duration as possible and reasonable.
- Creator should consider showing the product(s) in use.
- Creator will refrain from obscene language, indecent language, profane language, sexually explicit content, nudity, pornographc content, or otherwise inappropriate content as it relates to reviewing a product or service.
15. CONTACT US
If you have any questions about the Legal Agreements, you may contact us by clicking the “Help” link found in the footer. For privacy and security, Recoup does not provide telephone service. To report a bug, please visit https://www.recoup.com/report-a-bug