Last Updated: December 20, 2022
The Charm™ Offerings (as defined below) are owned and operated by Swiftline Corp. (“Charm™,” “we,” “our” or “us”). You agree to the terms and conditions contained in the Agreement, in their entirety, when you (“User”): (a) access and/or use the Charm™ website located at www.charm.io (the “Site”); (b) access certain text, images, video, audio, testimonials, blog posts, and other content and information relating to direct to consumer business entities/brands, associated financial data and analysis, as well as information relating to the Charm™ Offerings, generally, as made available by: (i) Charm™ (collectively, “Charm™ Content”); and (ii) third-parties including, but not limited to, content that is submitted by, or aggregated from, third-party sources, such as expert commentary, news articles, videos and podcasts (“Third-Party Content,” and together with the Charm™ Content, User Content, Brand Reports (as defined below) and Charm™ Business Performance Estimates (as defined below), the “Content”); (c) access links to third-party websites and resources (“Third-Party Links”); (d) register to establish a Charm™ account (“Account”) that, depending on which subscription plan (“Subscription”) you register for (with additional terms applicable to certain Subscription plans to be set forth in a service agreement between Charm™ and you (“Service Agreement”)), enables you to: (i) obtain, each month, a certain number of reports (“Brand Reports”) containing financial and contact information (“Report Data”) associated with the direct-to-consumer entities (“Brands”) in Charm’s™ proprietary database (“Charm™ Database”); (ii) conduct, each month, a certain number of Charm™ Database searches by Brand product type (“Product Searches”); (iii) create, each month, a certain number of Brand lists, including dynamic and look-alike lists (collectively, “Lists”); (iv) obtain access to the Charm™ Offerings application programming interface (“API”); (v) obtain access to Charm’s™ Chrome extension and CRM integration (collectively, “Integration Technology”); and (vi) obtain access to financial/market data associated with your searched/Listed Brands, including Report Data provided by Charm™ under the following headings: Performance Scoring, Revenue Estimates, Geographic Data, Website Traffic Rank, Social & Community Performance, Advertising Growth, Distribution & Wholesale and Marketplace Activity (collectively, “Charm™ Business Performance Estimates”); (e) access links to the Charm™ and/or User social media pages/accounts appearing on third-party social media websites (collectively, “Social Media Pages”), such as LinkedIn® and Twitter® (collectively, “Social Media Websites”); (f) utilize the various contact forms and/or contact information made available on the Site as a means to contact directly, or request to be contacted by, Charm™ (collectively, the “Contact Services,” and together with the Site, Content, Third-Party Links, Brand Reports, Report Data, Charm™ Database, Product Searches, Lists, API, Integration Technology, Charm™ Business Performance Estimates and Social Media Pages, the “Charm™ Offerings”); and/or (g) otherwise affirmatively consent to these Terms and/or the Agreement.
These Terms are effective as of the date set forth above. Please print the Agreement for your records. A printed version of the Agreement will be valid, enforceable, and admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as a paper agreement that you sign manually. Violation of the Agreement may result in suspension or termination of your Account.
PLEASE REVIEW THE TERMS OF THE AGREEMENT CAREFULLY. IF A USER DOES NOT AGREE WITH THE TERMS OF THE AGREEMENT IN THEIR ENTIRETY, THAT USER IS NOT AUTHORIZED TO USE THE CHARM™ OFFERINGS IN ANY MANNER OR FORM.
THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER AGAINST CHARM™, AS WELL AS ITS PARENT, SUBSIDIARIES, RELATED PARTIES, THIRD-PARTY SERVICE PROVIDERS, STRATEGIC PARTNERS AND MARKETING PARTNERS (COLLECTIVELY, “COVERED PARTIES”), WHO ARE EXPRESS THIRD-PARTY BENEFICIARIES OF THE MANDATORY ARBITRATION PROVISION. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.
NEW JERSEY STATE RESIDENTS ARE ENCOURAGED TO REVIEW THEIR RIGHTS UNDER THE AGREEMENT, AS PROVIDED UNDER THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT WARRANTY AND NOTICE ACT (“TCCWNA”).
LinkedIn® is a registered trademark of LinkedIn Corporation (“LinkedIn”). Twitter® is a registered trademark of Twitter, Inc. (“Twitter”). Please be advised that Charm™ is not in any way affiliated with, LinkedIn or Twitter, nor are the Charm™ Offerings endorsed, administered or sponsored by either LinkedIn or Twitter.
Please be advised that information, data and analysis made available in connection with the Charm™ Offerings, including any Content (such as the Report Data and/or Charm™ Business Performance Estimates) associated with your use of the Charm™ Database, Product Searches and/or other Charm™ Offerings (collectively, “Estimates and Projections”), represent our estimates and opinions, which are based upon a combination of information made available by you, algorithmic programs, inferences and deductions. Due to the fact that market conditions change over time, Estimates and Projections made available by and through the Charm™ Offerings may differ from time-to-time, and varying Estimates and Projections may also be included in the Charm™ Offerings simultaneously.
The Estimates and Projections are presented on an “as is,” “as available” basis, without warranty of any kind, whether express or implied. Charm™ makes no representation, express or implied, as to the accuracy, timeliness or completeness of the Estimates and Projections, or the results that may be obtained from use of same. All Estimates and Projections are subject to change without notice, and Charm™ does not undertake to update or supplement any such Estimates and Projections.
You acknowledge and agree that use of the Estimates and Projections is at your own risk. In no event will Charm™ or any affiliated party be liable for any direct or indirect losses caused by any Estimates and Projections featured by and/or through the Charm™ Offerings. You agree to do your own research and due diligence before making any decision with respect any Estimates and Projections. You represent to Charm™ that you have sufficient financial sophistication to critically assess the Estimates and Projections.
The Estimates and Projections made available by and through the Charm™ Offerings are not a substitute for professional financial advice. You should always check with your professional financial, legal and tax advisors to be sure that any Estimates and Projections, advice, products and/or services featured by and/or through the Charm™ Offerings, as well as any associated risks, are appropriate for you.
You agree to the terms and conditions outlined in the Agreement with respect to your use of the Charm™ Offerings. The Agreement constitutes the entire and only agreement between you and Charm™ with respect to your use of the Charm™ Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to your use of the Charm™ Offerings. Charm™ may change the Agreement, and the scope and functionality of the Charm™ Offerings, in whole or in part, at any time without specific notice to you; provided, however, that (a) any amendment or modification to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions (“Billing Provisions”) shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using the Charm™ Offerings. By your continued use of the Charm™ Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable). Therefore, you should regularly check the Site for any updates and/or changes. You understand and agree that Charm™ is not responsible or liable in any manner whatsoever for your inability to use the Charm™ Offerings.
The Site may provide general information about the Charm™ Offerings. We may discontinue or make changes to the Charm™ Offerings, Content and information, products, licenses, or services described on the Site at any time. Any Content published by and through the Charm™ Offerings should be deemed published as of its publication date only. We do not undertake any obligation or responsibility to update or amend any such Content. Although we try to provide accurate and timely Content on the Site, there may be inadvertent, technical, or factual inaccuracies and typographical errors. For these reasons we cannot warrant the accuracy, completeness, or timeliness of the Content, Estimates and Projections, Report Data, information, text, graphics, links and/or other items made available by and/or through the Charm™ Offerings. The Content should not necessarily be relied upon. Users understand and agree that Charm™ will not be responsible for, and Charm™ undertakes no responsibility to monitor or otherwise police, Third-Party Content. Users agree that Charm™ shall have no obligation and incur no liability to such Users in connection with any Content. Users may find certain Content to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Content.
Links to Other Websites
The Site may contain links to third-party websites, such as the Social Media Websites, which we do not own or control, but which are provided for your convenience. If you visit a link to another website, you do so at your own risk subject to the terms and conditions established by the operator of that website. The fact that we provide a link to a website does not necessarily mean we endorse, authorize, or sponsor that third-party website, or that we are affiliated with the third-party website’s owners and/or sponsors. You acknowledge and agree that Charm™ shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of, or reliance on, any such material available on, by or through any such site. We reserve the right to terminate a link to a third-party website at any time.
Accessing the Charm™ Offerings; Necessary Equipment; Restrictions
The Charm™ Offerings are available only to individuals who: (a) are at least eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age in their respective jurisdictions); (b) can enter into legally binding contracts under applicable law; and/or (c) are acting in their capacity as a duly authorized representative of a valid business entity or sole proprietorship (collectively, “Business Entity”). If you do not meet the criteria set forth in (a) through (c) in the preceding sentence (collectively, “Eligibility Requirements”), you do not have permission to use and/or access the Charm™ Offerings. Without limiting the foregoing, the Charm™ Offerings are not intended for use by persons in any jurisdiction or country where such use would be contrary to applicable laws or regulations. We may restrict your access to the Charm™ Offerings when you are physically located in a country in which use of the Charm™ Offerings would be prohibited. You are responsible for compliance with all applicable laws, rules and regulations in connection with your access to, and use of, the Charm™ Offerings. If you do not satisfy all of the Eligibility Requirements, you may not access the Charm™ Offerings.
To access and use the Charm™ Offerings, you will need a working connection to the Internet via a web browser on a mobile device and/or computer for which you are responsible for obtaining and maintaining, including all associated costs, expenses, and fees. Charm™ does not guarantee the quality, speed or availability of the Internet connection associated with your mobile device and/or computer. Charm™ does not guarantee that the Charm™ Offerings can be accessed: (i) on all mobile devices; (ii) through all wireless service plans; (iii) in connection with all Internet browsers; and/or (iv) in all geographical areas. Standard messaging, data and wireless access fees may apply to your use of the Charm™ Offerings. You are fully responsible for all such charges and Charm™ has no liability or responsibility to you, whatsoever, for any such charges billed by your wireless carrier.
From time to time, due to the performance of maintenance, malfunctions or failures of software, equipment, or telecommunications devices, unusual transaction volume, or similar reasons, the Charm™ Offerings may not be available for your use. We are not responsible for any reliance on the continued availability of the Charm™ Offerings.
Your use of the Charm™ Offerings is limited to the intended functions of the Charm™ Offerings. Unauthorized use of the Charm™ Offerings and/or our systems including, but not limited to, misuse of any information posted on or through the Charm™ Offerings and/or unauthorized entry into any of our systems is strictly prohibited. You are prohibited from using the Charm™ Offerings in any manner that:
In addition, you may not either directly or through the use of any device, software, Internet site, web-based service, or other means:
You may not build a business utilizing the Content made available by and/or through the Charm™ Offerings, whether or not for profit. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on any of the Content made available by and/or through the Charm™ Offerings including, without limitation, montages, mash-ups and similar videos, and merchandise, unless it is expressly permitted by us in writing in each instance. This prohibition applies even if you intend to give away the derivative materials free of charge.
If you violate any provision of the Agreement, we reserve the right to terminate your Account and/or access to the Charm™ Offerings. Additionally, we, in our sole discretion, may suspend or terminate your Account at any time, with or without notice. We may at any time, with or without cause, and without prior notice to you, deny you access to the Charm™ Offerings. We may terminate the Agreement and/or the Charm™ Offerings, in whole or in part, at any time without prior notice to you. In the event that we terminate these Terms, any existing transactions you have entered into with us shall remain in effect, unless we provide notice otherwise.
Account Registration; User Eligibility
In order to obtain access to certain of the Charm™ Offerings, you must first submit the applicable registration and application form to Charm™ for review and initial approval. The registration data that you must supply in order to obtain access to the Charm™ Offerings may include, without limitation, depending on the applicable Charm™ Offerings requested: (a) your full name; (b) your e-mail address; (c) your username and password; (d) your billing address/your Business Entity’s billing address; (e) your telephone number; (f) the name of your Business Entity; (g) your credit card information (where purchasing a Subscription); and (h) any other information requested by us on the applicable registration form (collectively, “Registration Data.
You acknowledge and agree to create an Account and register on the Site for business purposes only. By using the Charm™ Offerings or registering on the Site on behalf of a Business Entity, you represent and warrant that: (i) you have the power and authority to bind such Business Entity as a duly authorized representative of the Business Entity; (ii) you are using the Charm™ Offerings only on behalf of such Business Entity; (iii) all Registration Data and information that you submit is information that you are authorized to submit and is truthful, complete, up to date and accurate; (iv) you will maintain the accuracy, truthfulness and completeness of such information; (v) you authorize (and have the authority to authorize) any credit checks that may be performed by Charm™; (vi) you satisfy the Eligibility Requirements; (vii) you reside in a country where Charm™ is authorized to conduct business; and (viii) your use of the Charm™ Offerings does not violate any applicable laws or regulations. You agree not to use any other User’s Account without obtaining express permission and authorization to do so.
Please retain copies of all Registration Data and other content that you submit, as we are under no obligation to store or return any such Registration Data and/or content to you. You acknowledge that you are responsible for any and all Registration Data and/or content that you may submit by and/or through the Charm™ Offerings, including the legality, reliability, appropriateness, originality, and intellectual property rights associated with, any such content.
Subscription Account Features
Upon creating an Account, and in some cases upon obtaining a Subscription, you can attempt to utilize certain of the Charm™ Offerings that are only available to Account holders, such as the Brand Reports, Report Data, Charm™ Database, Product Searches, Lists, API, Integration Technology, and Charm™ Business Performance Estimates (collectively, “Account Features”). Please be advised that the Account Features provide snapshots of certain Brand characteristics and financial features only. The results generated from use of the Account Features are hypothetical and for illustrative purposes only. Charm™ does not represent that the results generated from use of the Account Features are accurate, correct or comprehensive. The Account Features use standard methodologies to generate Estimates and Projections (as well as other Content), but there are other methods to appraise the value/economic status of Brands that are not utilized by the Account Features. Charm™ recommends that you compare the Estimates and Projections (and other Content) generated by the Account Features prior to making any business decisions. The Estimates and Projections (and other Content) are not a substitute for professional financial advice. You should always check with your professional financial, legal and tax advisors to be sure that any Estimates and Projections (and other Content) are accurate and appropriate for your Business Entity.
Billing Provisions; Payments
The pricing associated with each Subscription shall be set forth on the Site. User acknowledges and agrees that by purchasing a Subscription: (a) User hereby authorizes Charm™ to charge the credit card provided by User (“Active Credit Card”), in advance, for all applicable amounts attributable to the Subscription purchased by User; (b) all Subscription payments will be charged to the Active Credit Card automatically, on a recurring basis (either monthly or an annual basis, depending on the applicable Subscription plan), and Charm™ will not obtain any additional authorization from User to charge for recurring Subscription payments; (c) should the Active Credit Card be declined for any reason: (i) User agrees that Charm™ may contact User on any phone number (including a cell phone number) or e-mail address provided by User for alternate payment information; (ii) Charm™ reserves the right to make additional attempts to charge the Active Credit Card; and/or (iii) Charm™ reserves the right to suspend access to the applicable Charm™ Offerings Account Features until valid credit card information is provided by User; (d) User must, at all times, keep its Active Credit Card information updated with Charm™; (e) Charm™ reserves the right to contract with credit card companies, issuing banks and third-party service providers in order to update and maintain the Active Credit Card information of User. This may be accomplished by refreshing expired, changed or replaced credit card and debit card numbers on file with Charm™ with the numbers of any replacement cards so that User’s Subscription does not lapse; and (f) User must contact Charm™ prior to making any Active Credit Card chargeback or inquiry, in order to reasonably allow for a resolution of any underlying dispute.
UNLESS OTHERWISE INDICATED ON THE SITE AND/OR IN THE SERVICE AGREEMENT, ALL FEES ARE FINAL AND NON-REFUNDABLE. Subject to the conditions set forth herein, you agree to be bound by the Billing Provisions of Charm™ in effect at any given time. Upon reasonable prior written notice to you (with e-mail sufficing), Charm™ reserves the right to change its Billing Provisions whenever necessary, in its sole discretion. Subsequent payment of Subscription fees after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any Subscription fees incurred prior to the applicable amendment or modification. All prices displayed on the User API are quoted in U.S. Dollars, are payable in U.S. Dollars and are valid and effective only in the United States. Failure to use any Charm™ Offerings does not constitute a basis for refusing to pay any of the associated charges. If payment is not made in a timely manner, Charm™ may, at its option, immediately suspend User’s Subscription. Interest will accrue on any past due amounts at the rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law. In addition, User shall be liable to Charm™ for all attorneys’ fees and other costs of collection incurred in collecting such unpaid amounts.
Charm’s™ authorization to provide and bill for the fees is obtained by way of your electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. Charm’s™ reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively (collectively, the “E-Sign Act”). Both laws specifically pre-empt all state laws that recognize only paper and handwritten signatures. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the E-Sign Act and other similar state and federal statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE CHARM™ OFFERINGS. Further, you hereby waive any rights and/or requirements under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. You acknowledge and agree that you have the ability to print information delivered to you electronically, or otherwise know how to store that information in a way that ensures that it remains accessible to you in unchanged form.
User may modify or cancel her/his/its Subscription by providing Charm™ with thirty (30) days prior notice by utilizing the options in the Account interface on the Site; provided, however, that: (a) User will remain responsible for timely payment of any and all fees that User has already incurred; (b) User shall not receive any pro-rata refund for partial months/years, as applicable; and (c) Charm™ will not refund any amounts previously paid up to the date of cancellation or termination, including any amounts paid for annual subscriptions.
CHARM™ RESERVES THE RIGHT TO CANCEL ANY SUBSCRIPTION AND TERMINATE YOUR ACCOUNT FOR ANY REASON. IF CHARM™ CANCELS YOUR SUBSCRIPTION AND TERMINATES YOUR ACCOUNT FOR A REASON OTHER THAN A BREACH OF THE TERMS YOU MAY BE ELIGIBLE FOR A PRO-RATA REFUND BASED ON YOUR PAYMENT PLAN TO BE DETERMINED BY CHARM™ IN ITS SOLE DISCRETION.
Compliance with Applicable Law.
By accessing and using the Charm™ Offerings, each User represents and warrants that: (a) its use of any and all Content (including any contact information for Brands included in the Brand Reports (“Brand Contact Data”)); (b) its communications, solicitations and interactions with any Brands; and (c) its use of any and all other Charm™ Offerings (collectively, “User Communications and Uses”) will be in strict compliance with all applicable Charm™ guidelines, as well as all applicable local, state, national, federal and international laws, rules and regulations including, but not limited to, Applicable Privacy Laws (as defined below), the Gramm-Leach Bliley Act of 1999 (15 U.S.C. §§ 6801 et seq.) and the FTC’s Safeguards Rule (16 CFR Part 314), the Fair Credit Reporting Act, the Federal Trade Commission Act, the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”), California Business & Professions Code §17529 et seq., Nevada’s privacy law, as amended by Senate Bill 220 (the “Nevada Privacy Law”), the Telephone Consumer Protection Act (47 USC § 227), and its implementing regulations adopted by the Federal Communications Commission (47 CFR § 64.1200) (the “TCPA”), the Federal Communications Act, the Amended Telemarketing Sale Rule (“ATSR”), 16 CFR 310 et seq., and laws governing the National Do-Not-Call Registry, the Oklahoma Telemarketer Restriction Act, the Florida Telemarketing Act and Florida Do Not Call Act and Federal Do Not Call List requirements, the Washington Telemarketing Law HB1497, the Canadian Anti-SPAM Legislation (“CASL”), the EU General Data Protection Regulation (“GDPR”), and all rules and regulations promulgated under any of the foregoing (collectively, “Applicable Law”). For purposes of the Agreement, “Applicable Privacy Laws” means any and all statutes, regulations, regulatory guidelines and judicial or administrative holdings or interpretations related to consumer privacy including, but not limited to, the California Consumer Privacy Act, Cal. Civ. Code § § 1798.100 et seq. (“CCPA”), the California Privacy Rights Act (“CPRA”), the Colorado Privacy Act (“CPA”), the Connecticut Data Privacy Act (“CDPA”), the Utah Consumer Privacy Act (“UCPA”) and the Virginia Consumer Data Protection Act (“VCDPA”).
Non-Endorsement; Passive Conduit
(a) Charm™ operates the Charm™ Database and other Charm™ Offerings as a passive conduit. The Charm™ Offerings facilitate communication between Business Entities and Brands. Charm™ does not sponsor, recommend or endorse any Brand that is accessible by and through the Charm™ Offerings. Please use caution and common sense when using the Charm™ Offerings.
(b) Charm™ does not review the standing and/or licensure of any Brand with any regulatory authority and/or governmental agency. Therefore, Charm™ makes no representation regarding the status or standing of any Brand.
(c) Charm™ does not involve itself in the agreements entered into by and between Users and Brands, or in the actual provision of any products and/or services in connection with the relationships created thereby. Therefore, Charm™ does not make any representations regarding the competency, trustworthiness, honesty, integrity and/or behavior of any of the Brands. Users, and not Charm™, are solely responsible for assessing the competency, trustworthiness, honesty and integrity of all Brands that such Users interact with, including via the Charm™ Offerings.
(d) Charm™ is not responsible for ensuring that any User actually enters into a business relationship with any Brand.
Users are solely responsible for their interactions with other Users, Brands and other third-parties featured by and through the Charm™ Offerings. Because Charm™ is not involved in interactions with other Users, Brands and third-parties, in the event that you have a dispute with one or more Users, Brands and/or other third-parties, you hereby release Charm™ from any and all claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes.
Disclaimer of Warranties
THE CHARM™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR BY AND THROUGH SAME ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, CHARM™ MAKES NO WARRANTY THAT: (A) THE CHARM™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR BY AND THROUGH SAME WILL MEET YOUR REQUIREMENTS; (B) THE CHARM™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR BY AND THROUGH SAME WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) YOU WILL CONSUMMATE ANY SPECIFIC BUSINESS RELATIONSHIP, REALIZE ANY FINANCIAL BENEFIT AND/OR REALIZE ANY OTHER BUSINESS OUTCOME; (D) THE ESTIMATES AND PROJECTIONS, BRAND REPORTS AND OTHER CONTENT WILL BE ACCURATE OR ERROR FREE; OR (E) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CHARM™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR BY AND THROUGH SAME WILL BE ACCURATE OR RELIABLE. THE CHARM™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES THAT YOU MAY APPLY FOR BY AND THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHARM™, ANY INVESTOR, PARTNER OR OTHERWISE THROUGH OR FROM THE CHARM™ OFFERINGS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Limitations of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER CHARM™, NOR ITS PARENT, SUBSIDIARIES AND/OR CORPORATE AFFILIATES, SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CHARM™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE CHARM™ OFFERINGS AND/OR ANY OTHER CHARM™ PRODUCTS AND/OR SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER CHARM™ PRODUCTS AND/OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THE CHARM™ OFFERINGS; (C) YOUR INABILITY TO CONSUMMATE ANY SPECIFIC BUSINESS RELATIONSHIP, REALIZE ANY FINANCIAL BENEFIT AND/OR REALIZE ANY OTHER BUSINESS OUTCOME; (D) THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; (E) ANY ERROR AND/OR INACCURACY ASSOCIATED WITH THE ESTIMATES AND PROJECTIONS, BRAND REPORTS AND OTHER CONTENT; AND (F) ANY OTHER MATTER RELATING TO THE CHARM™ OFFERINGS AND/OR ANY OTHER CHARM™ PRODUCTS AND/OR SERVICES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, SECURITIES LAW VIOLATIONS, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE CHARM™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATIONS, THE MAXIMUM LIABILITY OF CHARM™ TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE CHARM™ OFFERINGS AND/OR ANY OTHER CHARM™ PRODUCTS AND/OR SERVICES MAY BE BROUGHT BY YOU OR CHARM™ MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CHARM™. ACCESS TO THE CHARM™ OFFERINGS AND/OR ANY OTHER CHARM™ PRODUCTS AND/OR SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS CHARM’S™ LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Representations and Warranties
Each User hereby represents and warrants to Charm™ as follows: (a) the Agreement constitutes such User’s legal, valid and binding obligation which is fully enforceable against such User in accordance with its terms; (b) such User understands and agrees that such User has independently evaluated the desirability of utilizing the Charm™ Offerings and that such User has not relied on any representation and/or warranty other than those set forth in the Agreement; (c) the User Communications and Uses, as well as the execution, delivery and performance by such User of the Agreement will not conflict with or violate: (i) any order, judgment or decree applicable to such User; or (ii) any agreement or other instrument applicable to such User; and (d) such User’s User Communications and Uses, performance under the Agreement, use of the Charm™ Offerings and Registration Data will not: (i) invade the right of privacy or publicity of any third person; (ii) involve any libelous, obscene, indecent or otherwise unlawful material; (iii) violate any Applicable Law (including any Applicable Privacy Law); and/or (iv) otherwise infringe upon the rights of any third-parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity.
You agree, at your own cost and expense, to indemnify and hold the Covered Parties harmless from and against any and all claims, disputes, liabilities, judgments, settlements, actions, debts or rights of action, losses of whatever kind, and all costs and fees, including reasonable legal and attorneys' fees, arising out of or relating to: (a) your breach of the Agreement; (b) any unauthorized or improper use of your Account and/or the Charm™ Offerings by any person, including yourself; (c) your violation of Applicable Law (including any Applicable Privacy Law); (d) your User Communications and Uses; (e) any failure by you to provide accurate and up-to-date Registration Data; (f) any dispute between you and any other User, Business Entity, Brand or other third party; and/or (g) your negligence or misconduct. If we instruct you in writing, you will, at your cost and expense, defend us from any of the foregoing using counsel reasonably acceptable to us We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not, in any event, settle any such claim or matter without our prior written consent.
The Charm™ Offerings, as well as the organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to same, and all Charm™ logos, symbols, expansion names and symbols, play level symbols, trade dress or "look and feel,” and all derivative works or modifications of/to any of the foregoing, and all related and underlying intellectual property (including, without limitation, patents, trademarks, trade secrets and copyrights), are the sole and exclusive property of Charm™. We reserve all rights not expressly granted herein. Except as expressly set forth herein, no right or license is granted hereunder, express or implied or by way of estoppel, to any intellectual property rights and your use of the Charm™ Offerings does not convey or imply the right to use the Charm™ Offerings in combination with any other information or products. The posting of information or material by and through the Charm™ Offerings does not constitute a waiver of any right in or to such information and/or materials. The “Charm™” name and logo are trademarks of Swiftline Corp. The use of any Charm™ trademark without Charm’s™ express written consent is strictly prohibited.
Each User is granted a non-exclusive, non-transferable, revocable and limited license to access and use the Charm™ Offerings. Charm™ may terminate this license at any time for any reason. Unless otherwise expressly authorized by Charm™ in writing in each instance, Users may only use the Charm™ Offerings for their own internal business purposes. No part of the Charm™ Offerings may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. No User or other third-party may use any automated means or form of scraping or data extraction to access, query or otherwise collect material from the Charm™ Offerings except as expressly permitted by Charm™. No User or other third-party may use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Charm™ Offerings, or any portion thereof. No User or other third-party may create any “derivative works” by altering any aspect of the Charm™ Offerings. No User or other third-party may use the Charm™ Offerings in conjunction with any other third-party content. No User or other third-party may exploit any aspect of the Charm™ Offerings for any commercial purposes not expressly permitted by Charm™. Each User further agrees to indemnify and hold Charm™ harmless for that User’s failure to comply with this paragraph. Charm™ reserves any rights not explicitly granted in the Agreement.
Dispute Resolution Provisions
The Agreement shall be treated as though it were executed and performed in New York, NY and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). The parties (and Covered Parties) hereby agree to arbitrate all claims that may arise under and/or relate to the Charm™ Offerings and/or the Agreement. Without limiting the foregoing, should a dispute arise between the parties/any Covered Parties including, without limitation, any matter concerning the Charm™ Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties/Covered Parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association (“AAA”) in New York, NY, in accordance with the then current Commercial Arbitration rules of the AAA; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found here. The Covered Party(ies) named in your Initial Dispute Notice (collectively, the “Named Parties”) may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If the applicable Named Party(ies) provide(s) you with a Final Settlement Offer and you do not accept it, or such Named Party(ies) cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration before the AAA, in your county of residence, by filing a separate Demand for Arbitration, which is available here. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than the applicable Final Settlement Offer, then the Named Party(ies) will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, the Named Party(ies) will reimburse any reasonable attorneys' fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Although the Named Party(ies) may have a right to an award of attorneys' fees and expenses if Named Party(ies) prevail(s) in arbitration, the Named Party(ies) will not seek such an award from you unless the arbitrator determines that your claim was frivolous.
To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against any of the Covered Parties. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that any Covered Party incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site.
Other Terms & Conditions
Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that any Services Agreement is in conflict or inconsistent with these Terms, the applicable Services Agreement shall take precedence. Charm’s™ failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement. Charm™ may, with or without notice to you and in its sole discretion, assign the Agreement and/or any of its rights or delegate its duties under the Agreement to any third party for any purpose. The Agreement, may not however, be assigned by you, and you may not delegate your duties under it. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
Social Media Pages
The Site contains links to the various Charm™ Social Media Pages. The Social Media Pages are hosted and made available on the Social Media Websites by third party entities. Your use of Social Media Pages and Social Media Websites shall be governed by those Social Media Websites’ applicable agreements, terms and conditions. You understand and agree that Charm™ shall not be liable to you, any other User or any third party for any claim in connection with your use of, or inability to use, the Social Media Pages and/or Social Media Websites.
You acknowledge and agree that by clicking on the submit button, or taking such other action as may be designated by Charm™ as a means of accepting the Agreement, you are submitting a legally binding electronic signature and entering into a legally binding contract. You acknowledge that your electronic submission constitutes your agreement and intent to be bound by the Agreement. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE CHARM™ OFFERINGS. Further, you hereby waive any right or requirement under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires: (a) an original signature; (b) delivery or retention of non-electronic records; and/or (c) payments, or the granting of credits, by other than electronic means.
California End-User Consumer Rights
In accordance with Cal. Civ. Code Sec. 1789.3, California State resident end-users may file grievances and complaints with the California Department of Consumer Affairs, 400 R Street, Ste. 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to firstname.lastname@example.org.
If you have any questions about the Agreement and/or the Charm™ Offerings, please email us at: email@example.com.
These terms and conditions govern your use of our website; by using our website, you accept these terms and conditions in full. If you disagree with any part of these terms and conditions, do not use our website.
(2) Intellectual property rights
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all our intellectual property rights are reserved.
(3) License to use website
You may view, download for caching purposes only, and print pages from the website, provided that:
(a) you must not republish material from this website (including republication on another website), or reproduce or store material from this website in any public or private electronic retrieval system;
(b) you must not reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit our website or material on our website for a commercial purpose, without our express written consent;
You must not register duplicate accounts. Doing so will get all of your accounts suspended.
(5) Limitations of liability
You acknowledge that it would be unreasonable to hold us liable in respect of this website and the information on this website.
Whilst we endeavor to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on this website is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill).
Our liability is limited and excluded to the maximum extent permitted under applicable law. We will not be liable for any direct, indirect or consequential loss or damage arising under these terms and conditions or in connection with our website, whether arising in tort, contract, or otherwise – including, without limitation, any loss of profit, contracts, business, goodwill, data, income, revenue or anticipated savings.
However, nothing in these terms and conditions shall exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.
(6) Restricted access
Access to certain areas of our website is restricted. We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion.
If we provide you with a user ID and password to enable you to access restricted areas of our website or other content or services, you must ensure that that user ID and password is kept confidential. You accept responsibility for all activities that occur under your user ID or password.
We may disable your user ID and password at our sole discretion.
(7) Payment for services
Annual payments can be made via Electronic Funds Transfer/Wire transfer upon request.
You may cancel your account at any time. You accept that you if you no longer require the service it is your responsibility to cancel your subscription.
If you choose to cancel within your trial, you can do so from your account login page.
If you choose to cancel after the trial period, you must email us at firstname.lastname@example.org with your account ID before you are billed.
You cannot get a refund if you change your mind. Your rights for payment of services are protected under consumer law if your purchase is faulty or doesn’t provide what is promised.
(a) Basic, Pro & API services.
Basic and Pro and API accounts are provided on a subscription basis. Upon signing up for your account we will continue to charge you credit card for the agreed monthly or yearly value for the corresponding account until you tell us to stop.
You may cancel your account at any time. You accept that you if you no longer require the service it is your responsibility to cancel your subscription. You can cancel by emailing us at email@example.com.
(b) Enterprise service.
Enterprise service is provided on a month and or yearly basis.
Enterprise subscriptions will be automatically renewed upon expiration unless cancelled.
(c) Pro and Enterprise Fair Use
Pro and Enterprise provide unlimited access to our database within fair use restrictions. If we determine your usage is not for your own commercial use or are generated reports with a high frequency we may cancel and disable your account without warning. Please contact us first if you believe this might be the case.
(8) charm.io Web Site
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website.
You must not use our website in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website or website content to copy, publish or send mass mailings or spam. By creating and account and downloading lists, you agree not to send commercial electronic messages in bulk (spam).
You must not use our website to copy, publish or send material which is illegal or unlawful, or material which could give rise to legal action under International and other applicable law. All material you copy, publish or send via our website must not be defamatory, obscene, indecent, hateful, discriminatory or inflammatory; such material must not infringe any person’s intellectual property rights or rights of confidence, impinge upon any person’s privacy, or constitute incitement to commit a crime; further, material must not be misleading, deceptive, sexually explicit, threatening, abusive, harassing or menacing.
We reserve the right to edit or remove any material posted upon our website.
We may take such action as we deem appropriate to deal with the posting of unsuitable material, including suspending or cancelling your account, restricting your access to our website, or commencing legal proceedings against you.
You must not re-sell or reproduce any of the contents of this website without our permission.
In respect of all material that you post on our website, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute such material in any media, together with the right to sub-licence such rights.
(10) Accuracy of Information
charm.io and its owner will not be liable for any losses or damage that may result from use of the website as a consequence of any inaccuracies in, or any omissions from, the information, which it may contain.
We have made reasonable efforts to ensure that the information is accurate at the time of inclusion. The information on this website could include technical inaccuracies or typographical errors. However, the information may be out of date at the time of access by the visitor. We are not liable for any error or omission in, or any failure to update, the information on this site and any decisions based on the information are the sole responsibility of the visitor.
We reserve the right to make changes to this website at any time without notice.
We may revise these terms and conditions from time-to-time. Please check this page regularly to ensure you are familiar with the current version.
(12) Entire agreement
(14) Contact Details
If you have any questions about terms and conditions, please write to us by email to firstname.lastname@example.org.