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Cheepro Custom Plan Terms of Service

Please review these terms (the “Agreement”) carefully. Wherever used in this Agreement, “you”, “your”, “Customer”, and similar terms mean the person or legal entity accessing or using the Custom Plan Services. For the avoidance of doubt, if you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity that you are using the Services on behalf of.

By purchasing, accessing or using the Custom Plan Services offered by Cheepro Limited (“Cheepro”, “we” or “us”), you are confirming that you have read, understand and accept this Agreement. This Agreement can be updated from time to time in accordance with Section 10.5 below. You are responsible for regularly reviewing the most current version of this Agreement, which is published at: http://www.cheepro.com/legal/. When we change this Agreement, we will update the “Last Modified” date above.

This Agreement applies only to the Custom Plan Services, as further defined below. The terms that apply to the use of Cheepro’s publicly available websites or use of other services (the “Subscription Plan Services”) are available at http://www.cheepro.com/legal/.

By purchasing, accessing or using the Custom Plan Services, you confirm that:

  • A. You will only use our Custom Plan Services for business and professional reasons (the Custom Plan Services are not for use by consumers and may only be used for business and professional purposes);
  • B. You accept and will comply with this Agreement; and
  •     C. You are responsible for anyone that uses our Custom Plan Services through your account (“Authorized Users”), which may include your employees, consultants or contractors, or the employees, consultants or contractors of your “Affiliates”, which are companies or entities that you own, that own you, or that have the same owner or corporate parent as you. If you are a marketing agency or similar organization and provide access to our Custom Plan Services to any of your clients or their employees, they are also your Authorized Users.

1. Cheepro Terminology.

(a) We use capitalization for terms that have a special meaning in this Agreement. While some terms are defined elsewhere, this section sets out the definitions of some key terms.

An “Statement of Work” is a document that we issue and that is signed or otherwise agreed to by you, which describes the Custom Plan Services and/or Partner Services you are purchasing, including the fees, the quantities purchased, and any other details specifically related to those services.

“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears on our Custom Plan Services.

“Custom Plan Services” means services included in Cheepro’s Custom Plan or Business plans and any other Cheepro products or services made available to you through an Statement of Work or an Online Order but does not include: i) Cheepro’s Subscription Plan Services; or ii) any Third-Party Services.

An “Online Order” is a purchase of Custom Plan Services through our website.

“Third-Party Services” are services that are not provided by Cheepro that you may access or use in connection with our Custom Plan Services. They include the “Social Networks”, which are the social networking sites supported by our Custom Plan Services (such as Twitter, Facebook, LinkedIn, and Instagram).

(b) Headings used in this Agreement are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

2. Cheepro’s Custom Plan Services.

2.1 Custom Plan Services. During the Term, subject to the terms and conditions of this Agreement, we will make the Custom Plan Services available to you in accordance with the applicable Statement of Work and will perform these Services in a professional manner in accordance with generally accepted industry standards.

2.2 Cooperation. In order for us to perform the Custom Plan Services, you will: make yourself reasonably available at such times and locations as we may require; allocate sufficient resources, perform any tasks, and deliver any materials, including Customer Content, reasonably necessary to enable us to perform the Custom Plan Services; respond to our inquiries related to the Custom Plan Services; and provide complete, accurate, and timely information, data, and feedback all as reasonably required by us. If you do not comply with your obligations in this Section 2 in a timely manner, delays may result, and we may charge you additional fees.

2.3 Time of Performance. We will use commercially reasonable efforts to provide the Custom Plan Services according to the schedule set forth in the Statement of Work. Notwithstanding the foregoing, we may, in our sole reasonable discretion, alter the schedule for the Custom Plan Services by giving reasonable notice to you; provided that we will use commercially reasonable efforts to minimize further delays.

2.4 Scope Changes. You may, from time to time, request changes to the scope of the Custom Plan Services (a “Change Request”). We will evaluate your requested changes and, within 10 days of receipt of your Change Request, we will provide a written response (the “Change Order”). The Change Order will include, among other things, the additional Fees, if any, and other terms that will apply to the Change Order. If you accept the Change Order in writing, the Change Order will be incorporated by reference into the applicable Statement of Work and will be deemed to amend and modify the applicable Statement of Work. If you do not accept the Change Order, the original Statement of Work will continue in full force and effect, unamended.

2.5 Subcontractors. We may, in our sole discretion, use one or more subcontractors to fulfill our responsibilities in delivering Custom Plan Services, provided that we will be fully responsible to you for the Custom Plan Services, whether performed by our own personnel or by a subcontractor.

2.6 Updates. Our Custom Plan Services evolve constantly. So long as we do not breach the warranty set out in Section 9.2(a), we may change our Custom Plan Services (such as by changing, adding or removing features) at any time, for any reason, and may or may not provide notice of those changes to you.

2.7 Social Networks. Our Custom Plan Services interact with Social Networks and depend on the availability of those Social Networks and the features and functionality they make available to us, which we do not control and may change without notice. If at any time a Social Network stops making some or all of its features or functionality available to us, or available to us on reasonable terms as determined by Cheepro in its sole discretion (each an “API Change”), we may stop providing access to those features or functionality and we will not be liable to you or any third party for any such change.

3. Your Responsibilities.

3.1 Acceptable Use. You and your Authorized Users must comply with the Acceptable Use Rules (published at www.cheepro.com/legal) and all applicable laws. If you or any of your Authorized Users do not comply with the Acceptable Use Rules or any applicable laws, we may remove any of your Content and temporarily suspend or restrict your access to the Custom Plan Services without prior notice. In such case, we will then notify you and, where applicable, will work with you in good faith to resolve the issue.

3.2 Customer Content. You are solely responsible for Customer Content. We may, but do not have to, review, filter, block or remove Content, including Customer Content.

3.3 Submitted Content. If you use the Custom Plan Services for contests or otherwise ask people to submit Content through the Custom Plan Services (“Submitted Content”), you acknowledge and agree that:

(a) the Custom Plan Services do not help you comply with any laws, rules, or regulations that may apply to your collection or use of Submitted Content, which is solely your responsibility; and

(b) we will not be liable to you or any third party for the Submitted Content, and we make no warranty that any Submitted Content obtained or displayed through the Custom Plan Services is accurate or complete.

3.4 Account Information. You are responsible for the completeness, security, confidentiality and accuracy of the account information you provide to us. You will promptly notify us of any unauthorized access to or use of your log-in credentials or account.

3.5 Affiliates. Your Affiliates may use the Custom Plan Services that you purchase, subject to the quantities or other usage limits set out in your Statement of Work or Online Order. If an Affiliate wishes to have a separate account or wishes to be billed separately for its use of the Custom Plan Services, that Affiliate will need to sign a separate Statement of Work or place its own Online Order, which will form a separate contract between Cheepro and that Affiliate, which will also be subject to this Agreement.

3.6 Agency. If you act as a legal agent purchasing the Custom Plan Services on behalf of an end-user client (the “Principal”), then (a) that purchase must be made by signing a Statement of Work; (b) the Principal must be identified as the end user on the applicable Statement of Work; (c) you represent and warrant to us that you have obtained all necessary authorizations, consents, and licenses from the Principal to bind the Principal to this Agreement (including each applicable Statement of Work) and to act as the Principal’s agent, and all of your actions related to this Agreement are within the scope of your agency with the Principal; and (d) you will defend, indemnify, and hold harmless Cheepro from all damages, liabilities, costs, and expenses (including reasonable legal fees) arising from any breach of the foregoing representation and warranty.

4. Content & Third-Party Services.

4.1 Third-Party Content. We are not responsible for Content provided by others, including Mentions and Content from Third-Party Services (such as Content from Social Networks). You and anyone else who accesses our Custom Plan Services may access Content that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. We will not be liable to you or any third party for Content provided by others.

4.2 Third-Party Services. If you access or purchase a Third-Party Service, you do so at your own risk. Your relationship with the Third-Party Service provider is an agreement between you and them. If you access or enable a Third-Party Service, you grant them permission to access or otherwise process your data as required for the operation of the Third-Party Services. We will not be liable for disclosure, use, changes to, or deletion of your data or for losses or damages you may suffer from access to your data by a Third-Party Service. We make no representation and will have no liability or obligation whatsoever in relation to the content or use of, or correspondence, agreements or transactions with, any Third-Party Services. You must comply with all agreements and other legal requirements that apply to Third-Party Services.

4.3 Partner Services. Without limiting the generality of Section 4.2, if you purchase any Partner Services, you: (a) acknowledge and agree that we are acting solely as an authorized reseller for such Partner Services; and (b) expressly agree to be bound by the terms and conditions applicable to such services or as otherwise set out in the applicable Statement of Work.

5. Intellectual Property.

5.1 Custom Plan Services. We keep all rights and interests in our Custom Plan Services. The Custom Plan Services contain Content owned or licensed by Cheepro (“Cheepro Content”). Cheepro Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Cheepro, we own and retain all rights in the Cheepro Content.

5.2 Feedback. We welcome your suggestions, comments, bug reports, feature requests or other feedback (“Feedback”). We do not have to keep Feedback confidential, even if you tell us it is confidential, provided we do not disclose that you are the source of any Feedback. If you provide Feedback, you grant Cheepro a non-exclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use the Feedback for any purpose.

5.3 Customer Content. You retain your rights to any Customer Content you submit, post or display on or through the Services. You grant us a non-exclusive, worldwide, sublicensable, royalty-free license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display and distribute your Customer Content for the purposes of providing and supporting the Services. We may also use aggregated information derived in part from your Customer Content and your use of the Services for the purposes of enhancing and developing our products and services.

6. Term and Termination.

6.1 Term of Agreement. This Agreement will commence on the first day of the initial term set forth on your first Statement of Work or the day of your Online Order, as applicable, and will continue in effect until the earlier of: (a) the expiration of all Statement of Works and Online Orders applicable to you (including any renewal periods unless notice of non-renewal is provided as set out in Section 6.2); and (b) the termination of this Agreement in accordance with its terms (the “Term”).

6.2 Term of Statement of Works, Online Orders. The term of each Statement of Work will start on the first day of the initial term specified on the Statement of Work and will continue for the specified term. The term of each Online Order will start on the day you place the Online Order and will continue for the specified term. Except as expressly stated otherwise in a Statement of Work, all Statement of Works and Online Orders will automatically renew for subsequent one-year renewal periods unless a party gives the other party written notice of non-renewal at least sixty (60) days prior to the end of the then-current term. Cheepro reserves the right to increase the Fees for Custom Plan Services and/or Partner Services on renewal by providing Customer written notice thereof (which notice may be provided by email) at least ninety (90) days prior to the end of the then-current term.

6.3 Termination for Cause. A party may terminate this Agreement for cause (a) immediately if the other party has failed to cure a material breach within thirty (30) days of receiving written notice of that material breach from the other party; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

6.4 Effects of Termination. Upon termination of this Agreement for any reason: (a) all Statement of Works and Online Orders will automatically terminate; (b) your access to Cheepro accounts, Custom Plan Services and Partner Services will be terminated and you will immediately cease all use thereof; and (c) you will pay all unpaid amounts you owe to Cheepro. If you terminate this Agreement in accordance with Section 6.3, Cheepro will refund any Fees you paid in advance for the Custom Plan Services and Partner Services applicable to the period after termination. If Cheepro terminates this Agreement in accordance with Section 6.3, then you will pay any unpaid Fees for the remainder of the term of each Statement of Work and Online Order. In no event will termination of this Agreement relieve you of your obligation to pay any amounts payable to Cheepro for the period prior to the date of termination.

6.5 Survival. Any provision of this Agreement that, either by its terms or to give effect to its meaning, must survive and such other provisions that expressly or by their nature are intended to survive termination will survive the expiration or termination of this Agreement. Without limiting the foregoing, Sections 5, 8, and 9 will survive the expiration or termination of this Agreement.

7. Fees and Payment.

7.1 Online Orders. You are responsible for paying all taxes on all fees that you pay to us; local taxes may differ based on your payment method.
a) Payment for Paid Services. For Paid Services, you must provide us with a valid credit card or other form of electronic payment (such as PayPal). We will automatically charge you based on your chosen plan (monthly or yearly). We will share your account information with financial institutions and payment processing companies, including your submitted payment information, to process your purchase.

b) Terms; Prices; Payment Methods. Subscription to our plans are for fixed terms, and the associated fees payable for Paid Services are non-refundable. Prices for Paid Services are subject to change on 30 days’ notice, provided that no price change will apply during your then-current subscription term (monthly or annual as applicable). Depending on where you live, foreign exchange fees or differences in prices may apply, including because of exchange rates. We do not support all payment methods, currencies or locations for payment. If the payment method you use is no longer valid (such as a credit card that has expired) and you do not edit your payment information or cancel or downgrade your account to a plan that is free of charge, you authorize us to keep billing you for our Paid Services and you remain responsible for uncollected amounts.

c) Unpaid Fees. If you owe us any unpaid fees, we may suspend your access to our Paid Services without prior notice until you pay us in full. Your obligation to pay fees continues through to the end of the period (monthly or annual as applicable) in which you cancel or downgrade your plan.

7.2 Statement of Works. The following terms apply to any purchase made by signing a Statement of Work:

(a) Fees. You will pay all fees as and when described in the Statement of Work(s) (the “Fees”).

(b) Invoicing. We will invoice you for the Fees in the currency set forth on the applicable Statement of Work. Unless otherwise stated on the Statement of Work, all undisputed invoices are payable within thirty (30) days of the invoice date. Any disputed amounts will not affect payment of non-disputed amounts. You will make payments to the entity and address set forth in the invoice.

(c) Late Payment. If any undisputed amounts invoiced are not received by Cheepro by the due date, then, at our discretion, such charges may accrue late interest at the lower of: (a) the rate of 12% per year; or (b) the maximum rate permitted by law from the date such payment was due until the date paid. In addition, upon five (5) days’ written notice to you provided after the due date of any undisputed amount, we may suspend your access to the Custom Plan Services if we have not received the amounts invoiced in full.

(d) Taxes. You are responsible for paying all taxes, assessments, charges, fees, and levies that may be levied on or applicable to the sale or license of goods or services, as the case may be, including all sales, use, goods and services, value added, and excise taxes, customs duties, and assessments, together with any installments and any interest, fines, and penalties with respect thereto, imposed by any governmental authority, including federal, state, provincial, municipal, and foreign governmental authorities (collectively, “Taxes”) associated with your subscription to the Custom Plan Services, which for clarity does not include any taxes based on Cheepro’s income. If we have the legal obligation to pay or collect Taxes for which you are responsible under this Section 7.2(d), the appropriate amount will be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement will be made free and clear of and without deduction or withholding for any Taxes. If you are required to deduct or withhold any Taxes from such payments, then the sum payable will be increased as necessary so that, after making all required deductions and withholdings, we receive an amount equal to the sum we would have received had no such deduction or withholding been made.

8. Confidentiality, Security & Data Protection.

8.1 Confidential Information. Cheepro and you may exchange “Confidential Information” in the course of your negotiation and use of our Custom Plan Services. Cheepro’s Confidential Information may include non-public information about our pricing, personnel, or partnerships, our product roadmap, our security documentation, or other non-public information we identify as confidential. Your Confidential Information may include non-public information about your policies (such as your policies for internal review or approval of Customer Content), personnel (including names and email addresses of your Authorized Users), or plans or strategies (such as marketing plans or social strategies you share with Cheepro in the course of our delivery of Cheepro Custom Services), but does not include any Content published, communicated, or transmitted to or through a Social Network account. When either you or we (the “recipient”) receive Confidential Information from the other (the “discloser”), the recipient will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and will not disclose or use any Confidential Information of the discloser for any purpose outside of the scope of this Agreement. Information will not be considered Confidential Information if (i) it was lawfully in the recipient's possession before receiving it from the discloser; (ii) it is provided in good faith to the recipient by a third party without breaching any rights of the discloser or any other party; (iii) it is or becomes generally available to, or accessible by, the public through no fault of the recipient; or (iv) it was or is independently developed by the recipient without reference to the discloser’s Confidential Information. In the event that the recipient or any representative of the recipient becomes legally compelled (by law, rule, regulation, subpoena, or similar court process) to disclose any of the Confidential Information, the recipient will (if permitted to do so) provide the discloser with notice of such circumstances and will limit such disclosure to the required disclosure.

8.2 Custom Plan Security Standards. During the Term, we will use commercially reasonable efforts to maintain “Custom Plan Security Standards”. Cheepro will implement and maintain security practices as described at http://www.cheepro.com/legal/

8.3 Personal Information. If your use of our Custom Plan Services includes processing Content that contains “personal data” that is subject to the General Data Protection Regulation (EU) 2016/679, you may enter into a Data Processing Addendum (“DPA”) with Cheepro. Please email us and we will promptly send you Cheepro’s Data Processing Addendum for you to complete, sign and return to us.

9. Warranties, Indemnities & Limitations of Liability.

WARRANTIES & DISCLAIMER

9.1 Mutual Warranties. Each of Cheepro and Customer represents and warrants that (a) it has the power and authority to enter into this Agreement and to perform its obligations and duties under this Agreement; and (b) it will perform its obligations and duties and exercise its rights under this Agreement in compliance with all laws applicable to it.

9.2 Cheepro Warranties. Cheepro warrants that: (a) subject to an API Change, the functionality of the Custom Plan Services will not be materially decreased during the term of the applicable Statement of Work or Online Order; (b) to its knowledge, the Custom Plan Services do not contain any malicious code or viruses; and (c) Cheepro is an authorized reseller of any Partner Services sold to Customer by Cheepro.

9.3 Disclaimer.

(a) Except as expressly provided herein, we offer our Custom Plan Services “as is” and are not making, and to the greatest extent permitted by law expressly disclaim, any warranties, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that our Custom Plan services will meet your requirements or that our Custom Plan services will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free. Use our Custom Plan Services at your own risk.

(b) Under no circumstances will we be liable for any third-party services, including the failure of any such third-party services, or activities of third parties, or any connection to or transmission from the internet.

(c) We are not responsible for and will not be liable for the content made available through the Custom Plan Services, including customer content, mentions, and any content or services provided by third parties. Cheepro does not control or vet content and is not responsible for what users post, transmit or share on or through the Custom Plan Services.


(d) No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in this Agreement.

INDEMNITIES

9.4 Indemnification by Cheepro. Cheepro will have no liability for any Claim to the extent it arises from:

(i) a modification of the Custom Plan Services by or at the direction of any person other than Cheepro;

(ii) use of the Custom Plan Services in violation of this Agreement or applicable law;

(iii) use of the Custom Plan Services after Cheepro notifies Customer to discontinue use because of an infringement or misappropriation claim;

(iv) the combination, operation, or use of the Custom Plan Services with any other software, program, or device not provided or specified by Cheepro to the extent such infringement would not have arisen but for such combination, operation, or use; or

(v) use of the Custom Plan Services in a manner that is inconsistent with their intended use.

9.5 Indemnification by Customer. Customer will defend, indemnify, and hold harmless Cheepro, its Affiliates, and its or their directors, officers, employees, agents, shareholders, successors and assigns from and against all claims, losses, damages, penalties, liability, and costs, including reasonable legal fees, of any kind or nature that are incurred in connection with or arising out of a third-party claim: (a) alleging that Customer Content, Ads Content, or Submitted Content infringes or violates the intellectual property rights, privacy rights, or any other rights of a third party or violates any applicable law; (b) arising from Customer’s breach of Section 3.1; or (c) relating to, or arising from, Customer’s use of any Third-Party Services (including Customer’s breach of any terms or conditions applicable to any Third-Party Services).

9.6 Indemnification Procedure. The indemnified party will: (a) give written notice of the claim to the indemnifying party promptly and in any event no later than ten (10) days after the indemnified party receives the claim; (b) give the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not enter into any settlement, compromise or consent to judgment with respect to any claim without the indemnified party’s prior written consent unless such settlement, compromise or consent to judgment unconditionally releases the indemnified party of all liability); and (c) provide the indemnifying party with reasonable cooperation and assistance at the indemnifying party’s expense.

LIMITATIONS OF LIABILITY

9.7 Maximum Liability. Except as expressly provided in sections 9.7 through 9.9, and not including customer’s obligation to pay all fees owed to Cheepro hereunder, in no event will either party’s aggregate liability to the other party for all claims of any kind, including any claims arising out of or related to this agreement, whether by statute, contract, tort, or under any other theory of liability, exceed the fees paid by Customer for the Custom Plan Services subject to the claim during the three (3) month period immediately preceding the date on which the cause of action arose. For clarity, the calculation of each party’s liability under this section 9.7 excludes any fees paid by Customer to a third party or for any partner services, even where Cheepro’s Custom Plan Services are bundled with or otherwise provided in conjunction with partner services. The limitations of liability in this section 9.7 also apply to our affiliates and the directors, officers, employees, and agents of Cheepro and our affiliates (the “Cheepro Parties”) and to claims brought based on any cause of action, including breach of contract, tort (including negligence), statute or other legal or equitable theory.

9.8 Excluded Damages.

(a) To the maximum extent permitted by applicable law, in no event will either party, its directors, employees, agents, or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from the use of, or inability to use, the Custom Plan services or any other aspect of this agreement.

(b) The Custom Plan services support multi-factor authentication, and the acceptable use rules require you to maintain the confidentiality of your passwords or other login credentials for the Custom Plan services. Accordingly, to the maximum extent permitted by applicable law, in no event will Cheepro be liable for any damage, loss, or injury resulting from unauthorized access to or use of the Custom Plan services or your account or the content or information contained therein if: (a) the unauthorized access or use could have been prevented through your use of multi-factor authentication; or (b) you or any of your authorized users fail to maintain the confidentiality of any password or other login credentials.

(c) Without limiting section 9.8(b), to the maximum extent permitted by applicable law, in no event will Cheepro be liable for any damage, loss, or injury resulting from unauthorized access to or use of the Custom Plan services or your account or the content or information contained therein, except to the extent Cheepro’s breach of the Custom Plan security standards results in the unauthorized disclosure of your confidential information.

(d) Your exclusive remedies for any interruption or cessation of access or transmission to or from the services are set forth in the Custom Plan service level agreement.

9.9 Exclusions. Nothing in this agreement is intended to exclude or restrict or will be construed as excluding or restricting the liability of either party for (i) indemnification obligations under this agreement; (ii) death or bodily injury caused by the negligence of that party, its employees, or its agents; (iii) willful misconduct of that party or its employees; or (iv) any liability that cannot be limited or excluded by applicable law.

9.10 Basis of Bargain. The essential purpose of sections 9.7 through 9.9 is to allocate the risks under these terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if Cheepro were to assume any further liability. The parties have relied on these limitations in determining whether to enter into these terms.

10. General.

10.1 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld), and any attempted assignment without such consent will be void. Notwithstanding the foregoing, we may assign this Agreement in its entirety (including all Statement of Works and Online Orders), without your consent, to our Affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our shares or assets.

10.2 Relationship of the Parties. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect.

10.3 Publicity. Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a customer of the Custom Plan Services and may use your name(s) and logo(s) in: (a) Cheepro’s digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects and at trade shows, conferences, and similar events.

10.4 Force Majeure. Neither party will be liable for any failure to perform its obligations under this Agreement if that failure results from any cause beyond such party’s reasonable control, including: the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockouts or labor disruptions; and any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

10.5 Amendment. We may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on the Cheepro website. It is important for you to review this Agreement before using our Custom Plan Services and from time to time, though we will notify you of any changes that, in our sole discretion, materially impact this Agreement. The updated Agreement will be effective as of the time of posting, or on such later date as may be specified in the updated Agreement, and your continued use of the Custom Plan Services after any such changes are effective will constitute your consent to such changes. Except for changes made by us as described here, no other amendment or modification of this Agreement will be effective unless set forth: (a) in an Statement of Work issued by Cheepro and signed by you; or (b) in an agreement signed or otherwise agreed in writing by both you and Cheepro.

10.6 Severability. If a court finds part of this Agreement to be invalid, the rest of the Agreement will continue to apply with the minimum changes required to remove the invalid part.

10.7 Notices to You. Cheepro may give notice to you by placing a banner notice on the Cheepro platform or Cheepro’s website. We may also contact you or your Authorized Users through your Cheepro account or contact information you provide, such as email or telephone or through your account on one or more Social Networks. If you fail to maintain accurate account information, such as contact information, you may not receive critical information about our Custom Plan Services or this Agreement.

10.8 Notices to Cheepro. For any notice to Cheepro that you give under or regarding this Agreement, you must notify Cheepro by email to legal@cheepro.com with a duplicate copy sent via registered mail to the following address: Cheepro Limited, 14/F China Hong Kong Tower, 8 Hennessy Road, Wanchai, Hong Kong; Attention: Legal Department.

10.9 Waivers. The rights of each Party may be waived only in writing. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

10.10 Remedies. Unless otherwise stated, each party’s remedies under this Agreement are not exclusive of any other remedies under this Agreement, at law or otherwise.

10.11 Governing Law and Dispute Resolution.

(a) The laws of the Hong Kong Special Administrative Region will govern any dispute, cause of action or claim arising out of this Agreement or your use of our Subscription Plan Services, including against any Cheepro Party (“Dispute”), without giving effect to conflict-of-law principles.

(b) If you breach this Agreement or violate our rights or another person’s rights, in addition to any other remedy, we may ask a court for an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions of this Agreement, and you will reimburse us for our reasonable legal fees associated therewith.

(c) If you have any kind of Dispute with us, the exclusive means of resolving it will be by confidential, binding arbitration before a single arbitrator chosen by you and Cheepro. You will give notice of your Dispute to us in writing. If we do not decide together on an arbitrator within 15 days after we receive that notice, we both agree to ask the Hong Kong International Arbitration Centre (HKIAC) to appoint one for us. The arbitration will take place in Hong Kong, Hong Kong SAR, under the Arbitration Act, and will follow the Domestic Commercial Arbitration Rules of the HKIAC. The arbitrator will have the right to decide how the costs should be divided between us. The arbitrator will have the right to accept whatever kind of evidence they think is appropriate and will have the right to make whatever award they consider fair and equitable, based on legal and equitable principles, including giving an order such as an injunction (to stop one of us from doing something) or an order that you or we pay damages to the other. The arbitrator’s award can be entered into the registry of the High Court of the Hong Kong Special Administrative Region and enforced in the same way as a court order if the court in the enforcing jurisdiction allows.

(d) Any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Cheepro and you each waive any right to a trial by jury.

10.12 Export Compliance. You will not use or access our Custom Plan Services if you are located in any jurisdiction in which the provision of our Custom Plan Services is prohibited under Hongkongese or other applicable laws (a “Prohibited Jurisdiction”) and you will not provide access to our Custom Plan Services to any government, entity or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any Hongkongese list of persons or entities prohibited from transaction with any Hongkongese person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow Authorized Users to access or use our Custom Plan Services in violation of any Hongkongese or other export embargoes, prohibitions or restrictions; and (d) you will comply with all applicable laws regarding the transmission of data exported from the country in which you (or your Authorized Users) are located to Hong Kong.

10.13 Entire Agreement. This Agreement, including the other documents referred to as applicable to the Custom Plan Services in this Agreement, is the entire agreement between you and Cheepro for your use of our Custom Plan Services. Any prior understandings, statements or and agreements (oral or written) do not apply, including additional terms that you may present (such as terms in a unilateral notice from you to us or printed on a purchase order or any other document generated by you). This Agreement is binding on the parties and their permitted successors and assigns.

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