Last updated: November 2023
1. Welcome to CharacterBank™, a website and software system (the “Site”), created and owned by CharacterBankTM Inc. o/a CharacterBank™ (“we”, “us”, or “CharacterBank”). Through this Site, we provide services and materials (“Services”) designed to assist: (i) Site visitors including investors (“Site Visitors”); (ii) entities who have purchased a license to use our services (“Corporate Users”) and their authorized users who create a portal to manage and track their stakeholder communications (“Portal Users”); and (iii) individuals who are invited to create an account (“Individual Users”). Site Visitors, Corporate Users, Individual Users and Portal Users are collectively referred to herein as “Users” (or, individually, “you”). By signing up for a CharacterBank™ Account (as defined in Section 1) or by using any CharacterBank™ services or materials (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms”), as well as all applicable laws.
By logging in and using the Site, you represent that you (i) are over the age of 18, (ii) have the right and authority to legally bind yourself or your company, firm and/or employer to these Terms, (iii) have not been previously suspended or removed from the Site by CharacterBank™, and (iv) are not a competitor of CharacterBank™ or acting on behalf of any such competitor.
By selecting “accept”, you agree on your and your company’s, firm’s or employer’s behalf to be legally bound by all these Terms, including any additional guidelines and future modifications hereto.
2.1 Updates. We may revise these Terms or any additional terms and conditions that are relevant to a particular Service from time to time to reflect changes in the law or to the Services. We will post the revised terms on the Site with a “last updated” date. Those revised terms become part of these Terms. It is your responsibility to review the Site on a regular basis to obtain timely notice of any revisions. If you continue to use the Services after the revisions take effect, you are thereby bound by these Terms as revised. You agree that we shall not be liable to you or to any third party by reason of modification of the Terms.
2.2 Communications. You agree to receive electronically all communications, agreements and notices that we provide in connection with the Services (“Communications”), including by e-mail, or by posting them on the Site or through any Services. You agree that all Communications that we provide to you electronically satisfy any legal requirement that Communications be in writing. You agree to keep your Site account (“Account”) contact information current so that we can send you Communications.
3. To access and use the Services on this Site, you must register for an account (“Account”). To complete your Account registration, you must provide us with your full legal name, address, phone number, a valid email address, and any other information indicated as required. CharacterBank™ may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
3.1 Corporate Users. If you are an Corporate User and you are, or your organization is, bound by a separate license agreement with CharacterBank™ (“Corporate Terms”), then these Terms will apply to use of the Site or any Services only to the extent such use is not already governed by the Corporate Terms. The Corporate Terms include restrictions and requirements that outline the features that an Corporate User will be able to access. For the avoidance of doubt, all references to the “Site” in these Terms also includes the Services and Materials. By using the Services as an Corporate User, you represent that you are a legally qualified professional or are acting on the authority of and under the supervision of a legally qualified professional. If you place any information on the site that is subject to Attorney-Client privilege, you represent that you have the authority to do so and understand the consequences thereof.
3.2 Individual Users. To be an Individual User, you must have registered an Account on the Site. You are solely responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password. You agree that the information you provide on registration and at all other times will be true, accurate, current, and complete. You also agree that you will keep this information accurate and up-to-date at all times.
If you have reason to believe that your Account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your Account identification, password, or any credit, debit or charge card number, if applicable), then you agree to immediately notify us. You may be liable for the losses incurred by us or others due to any unauthorized use of your Account. If you are an Individual User, you agree not to impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Site, or perform any other similar fraudulent activity.
3.3 Portal Users. If you have, or your organization has, registered for an Account to use the company services (such as managing stakeholder communications and workflows), you are a “Portal User” and shall be bound by any applicable subscription plan (“Subscription Plan”) that you have, or your organization has, entered into, as well as these Terms and the additional terms applicable to Portal Users
3.4 Site Visitors. A Site Visitor is bound by these Terms and can terminate its use of the Site at any time by ceasing further use of the Site. We may terminate your use of the Site or deny you access to the Site in our sole discretion for any reason or no reason, including for violation of these Terms. A Site Visitor may not remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, features that prevent or restrict use or copying of any content accessible through the Site, or features that enforce limitations on the use of the Site.
3.5 Reverse Engineering, etc. No User may reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
4.1 Right to Use Services. Subject to these Terms, CharacterBank™ will provide the Portal Services to Portal Users in accordance with each Portal User’s Subscription Plan, and CharacterBank™ grants to each Portal User a limited non-exclusive, non-transferrable right and license during the Term, solely in accordance with these Terms to: (a) use the Portal Services; (b) implement, configure and permit authorized Users to access and use the Portal Services up to any applicable limits or maximums; and (c) access and use the Documentation.
4.2 Violation of License. You shall not use or permit use of the Site for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor to us, you may not access or use the Services without our explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, you may use, display, copy, and download content and materials on the Site provided that: (a) CharacterBank™ retains all copyright and other proprietary rights on any content or materials uploaded or displayed on the Site; and (b) you use the Site's contents and materials in accordance with any Subscription Plan or applicable laws or obligations you may have. Any violation by you of the license provisions contained herein may result in the immediate termination of your right to use the Site, as well as potential other claims depending on the circumstances.
5.1 General Rights. The Site contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. ... exclusive property of CharacterBank™.
5.2 Trademarks. The trademarks, logos, taglines and service marks displayed on the Site (collectively, the “Trademarks”) are registered and unregistered Trademarks of CharacterBank™ and others (including Corporate Users and Individual Users in some cases). ... your use of the Trademarks, or any other CharacterBank™ content, is strictly prohibited.
5.3 Software Use Restrictions. Unauthorized reproduction or distribution of the software is expressly prohibited by law, and may result in civil and criminal penalties. Violators may be prosecuted.
5.4 Document Content and Submissions/User Content.
(a) Submissions. The Site or Services may enable you to submit, post, upload, or otherwise make available (collectively, “Post”) content such as answers to questions, public messages, ideas, product feedback, comments and other content (collectively, “User Content”) that may or may not be viewable by other users. If you Post User Content, unless we indicate otherwise, you grant us a nonexclusive, royalty-free, and fully sublicensable right to access, view, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display such User Content throughout the world in any form, media, or technology now known or hereafter developed. You also permit any other user to view, copy, access, store, or reproduce your User Content for that user’s personal use. You grant us the right to use your name and other information about you that you submit in connection with your User Content. You represent and warrant that: (a) you own or otherwise control all of the rights to the User Content that you Post; (b) the User Content you Post is truthful and accurate; and (c) use of the User Content you Post does not violate these Terms or any applicable laws...
(b) Screening & Removal. You acknowledge and agree that we and our staff have the right, but not the obligation, at our discretion, to pre-screen User Content before its appearance on the Site or Services. You further acknowledge and agree that CharacterBank™ reserves the right (but does not assume the obligation) in its sole discretion to reject, move, edit or remove any of your User Content. Without limiting the foregoing, CharacterBank™ and its staff shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in CharacterBank’s sole discretion. You acknowledge and agree that CharacterBank™ does not verify, adopt, ratify, or sanction User Content, and you agree that you must evaluate and bear all risks associated with your User Content or your reliance on the accuracy, completeness, or usefulness of the User Content of third parties that is posted on the Site.
6.1 The content, reports and documentation provided on the Site by CharacterBank™ Do Not Constitute Legal, Financial or Health Advice. The Site may provide examples of agreements, documents and other general legal information provided by us or third parties; however, any general legal information or sample templates provided as part of the Services are for example purposes only and may not be suitable to your circumstances. If you are not a lawyer, you should consult a lawyer regarding how any legal document may affect or impair your legal rights. The information, forms, and other resources available on or through the Site or as part of the Services are provided for example purposes only and in no way should be considered to be a substitute for the advice of a lawyer.
6.2 CharacterBank™ Does Not Constitute Legal, Financial or Health Advice. CharacterBank™ IS NOT A LAW FIRM AND DOES NOT ENGAGE IN THE PRACTICE OF LAW. NOTHING ON THE SITE SHOULD BE CONSTRUED AS AN ATTEMPT TO OFFER OR RENDER LEGAL SERVICES AND OUR EMPLOYEES ARE NOT ACTING AS YOUR LEGAL, FINANCIAL OR HEALTH COUNSEL.
6.3 CharacterBank™ Does Not Constitute Legal, Financial or Health Advice. No part of the Services should be applied to any specific or general factual situation. Use of the Site or the Services does not create or constitute an attorney-client or doctor-client relationship.
6.4 WITHOUT WARRANTY. ALL SAMPLE TEMPLATES AND RELATED MATERIALS, IF ANY, MADE AVAILABLE AS PART OF THE SERVICES ARE PROVIDED “AS IS,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, LEGAL EFFECT, ACCURACY, APPROPRIATENESS, COMPLETENESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
6.5 CharacterBank™ Does Not Constitute Legal, Financial or Health Advice. All information, forms, and other resources available on or through the Site should be modified to meet all the applicable laws and regulations in your city, state, and county, as applicable. You understand that you are using any and all information, forms, and other resources available as part of the Services or on or through the Site at your own risk.
7.1 Subscription Plan. The prices, features, and options of the Portal Services depend on the Subscription Plan you have subscribed for as well as any changes instigated by Portal User. CharacterBank™ does not represent or warrant that a particular Subscription Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Subscription Plan without prior notice and if you use such features or options after the price revisions take effect, you shall be bound by the revised pricing. Portal Users may purchase optional services on a periodic or per-use basis pursuant to a Subscription Plan.
7.2 No Refunds. Portal User will timely pay CharacterBank™ all fees associated with its Subscription Plan, Account or use of the Portal Services, including, but without limitation, by authorized Users. PORTAL USER’S PAYMENTS ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS. Charges for pre-paid Subscription Plans will be billed to Portal User in advance.
7.3 Recurring Charges. When a Portal User purchases a Subscription Plan, the Portal User must provide accurate and complete information for a valid payment method, such as a credit card, that Portal User is authorized to use. Portal User must promptly notify CharacterBank™ of any change in its invoicing address and must update its Account with any changes related to its payment method. BY COMPLETING REGISTRATION FOR A SUBSCRIPTION PLAN, PORTAL USER AUTHORIZES CharacterBank™ OR ITS AGENT TO CHARGE ITS PAYMENT METHOD ON A RECURRING (E.G., MONTHLY OR YEARLY) BASIS FOR: (a) THE APPLICABLE SUBSCRIPTION PLAN CHARGES; (b) ANY AND ALL APPLICABLE TAXES; AND (c) ANY OTHER CHARGES INCURRED IN CONNECTION WITH PORTAL USER’S USE OF THE PORTAL SERVICES. The authorization continues through the applicable Subscription Term and any Renewal Term (as defined in Section 16.11, below) until Portal User cancels as set forth in Section of these Terms.
7.4 Non-Approval of Payment. If we are not able to process payment of Fees using an Authorized Payment Method, we may make subsequent attempts to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees using an Authorized Payment Method within 28 days of our initial attempt, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, CharacterBank™ reserves the right to terminate your Account in accordance with Section 14.
7.5 Late Fees & Collection Costs. If Portal User does not make timely payment, any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month (18% per year) or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. Portal User will reimburse any costs or expenses (including, but not limited to, reasonable legal fees) incurred by CharacterBank™ to collect any amount that is not paid when due. CharacterBank™ may accept payment in any amount without prejudice to CharacterBank’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to CharacterBank™ may not be withheld or offset by Portal User for any reason against amounts due or asserted to be due from CharacterBank™.
7.6 Invoices. CharacterBank™ will provide invoices and usage information in a format we choose, which may change from time to time. CharacterBank™ reserves the right to correct any errors or mistakes that it identifies even if it has already issued an invoice or received payment in respect of the period invoiced. Portal User agrees to notify CharacterBank™ about any billing problems or discrepancies within thirty (30) days after they first appear on an invoice. If Portal User does not bring such problems/discrepancies to CharacterBank’s attention within thirty (30) days, Portal User will be conclusively deemed to have waived any right to dispute such problems or discrepancies.
7.7 Billing Cycles. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, CharacterBank™ may make reasonable adjustments and/or prorations. Portal User agrees that we may (at our option) accumulate charges incurred during a billing cycle and submit them as one or more aggregate charges during or at the end of a cycle, and that we may delay obtaining authorization or payment from Portal User’s payment card issuer until submission of the accumulated charge(s).
7.8 Tax Responsibility. All payments required by these Terms are exclusive of all taxes, duties, levies or similar payment imposed, fines or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon, (collectively, “Taxes”). Portal User shall be responsible for Taxes associated with its purchase of, payment for, access to or use of the Portal Services. Taxes shall not be deducted from the payments to CharacterBank™, except as required by law, in which case Portal User shall increase the amount payable as necessary so that after making all required deductions and with-holdings, CharacterBank™ receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or with-holdings been made. Portal User hereby confirms that CharacterBank™ can rely on the name and address set forth in its registration for a Subscription Plan as being the place of supply for sales tax purposes. Portal User’s obligations under this Section (Tax Responsibility) shall survive the termination or expiration of these Terms.
7.9 Free Trial and Special Offers for Portal Services. If any person registers for a free trial, promotional offer or other type of limited offer for use of Portal Services (“Free Trial”), there may be additional terms and conditions when registering for a Free Trial, and any such additional terms and conditions are hereby incorporated into these Terms by reference and are legally binding. This Section 7.9 (Free Trial and Special Offers for Portal Services) supersedes and apply notwithstanding any conflicting provisions with regard to access and use of a Free Trial. CharacterBank™ reserves the right to reduce the term of a trial period or end it altogether without prior notice.
7.10 Terms of Free Trial. The version of the Portal Services that is available for a Free Trial may not include or allow access to all features or functions. ANY DATA THAT A PORTAL USER ENTERS INTO THE PORTAL SERVICES, AND ANY CONFIGURATIONS MADE BY OR FOR A PORTAL USER, DURING THE FREE TRIAL MAY BE PERMANENTLY LOST AT THE END OF THE TRIAL PERIOD UNLESS THE PORTAL USER: (a) PURCHASES A SUBSCRIPTION PLAN THAT IS EQUIVALENT TO OR GREATER THAN THOSE COVERED BY THE TRIAL; OR (b) EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
7.11 Terms of Free Trial. Notwithstanding any other provision of these Terms, including without limitation the warranties described in Section 11 (Warranties and Disclaimers) or any service-specific terms and conditions applicable to a particular Portal Service, including exhibits and attachments accompanying such schedule (“Service Schedule”), DURING A FREE TRIAL, THE SERVICES, DOCUMENTATION AND THE SITE ARE PROVIDED “AS IS,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, LEGAL EFFECT, ACCURACY, APPROPRIATENESS, COMPLETENESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CharacterBank™ DOES NOT WARRANT THAT THE SERVICES, DOCUMENTATION, OR SITE, DURING A FREE TRIAL, ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE.
8.1 Restrictions on Use. By using the Site, including any Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:
If you believe content on the Site violates the above restrictions, please contact us immediately at service@characterbank.biz.
8.2 Restrictions on Use. In addition, Users shall not, and shall not permit others to, do the following with respect to the Services:
8.3 Restrictions on Use. You may not frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. You may link to the Site, provided that you acknowledge and agree that you will not link the Site to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights. Any violation of this provision may, in our sole discretion, result in termination of your use of and access to the Site effective immediately.
8.4 Monitoring. You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Site for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Site...
8.5 Restrictions on Use. Your use of the Site is subject to all applicable local, provincial, state and federal laws and regulations. You may not use, allow, or enable others to use the Site, or knowingly condone use of the Site by others, in any manner that is, attempts to, or is likely to:
9.1 CharacterBank's Privacy Policy. You acknowledge that except as described in these Terms or applicable Corporate Terms, the information you provide to us or that we collect will be used and protected as described in the CharacterBank's Privacy Policy
9.2 Access & Disclosure. We may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process). We may also share your information in situations involving potential threats to the physical safety of any person, violations of the CharacterBank's Privacy Policy or our user agreements or terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of CharacterBank™, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.
9.3 Use of Email. We may use your email address to verify your identity, protect against fraud, and contact you. In addition, we may use it to send you updates about your Account, new products and services, and Services updates. Each Account is associated with a single email address. If the domain of the primary email address associated with an Account is owned by a business or other organization (“Entity”) and was assigned to a User as an employee, contractor or member of the Entity, such as yourname@youremployer.com or yourname@nonprofit.org (“Entity Email Address”), User grants that Entity and its administrator(s) permission to: (a) identify Accounts created with an Entity Email Address; and (b) restrict or terminate access to an Account created with an Entity Email Address. User acknowledges and agrees that we may assist Entity with such administration.
9.4 User Responsibilities on Electronic Signature. Electronic Signature provides Users with certain features and functionalities that that Users may elect to use, including the ability to retrieve and delete documents in the Site. Corporate Users are primarily responsible for properly: (a) configuring transaction documents, including indicating and configuring Electronic Signature; (b) using and enforcing controls available in connection with Electronic Signature (including any security controls); and (c) taking such steps, in accordance with the functionality of Electronic Signature, that such Users deem adequate to maintain appropriate security, protection, deletion, and backup of User Data, which include controlling the management of authorized Users’ access and credentials to Electronic Signature, controlling User Data that is processed by Electronic Signature, and controlling the archiving or deletion of documents in the Site.
9.5 Personal Information. Personal information submitted by Users to the Site may be employed for the purposes of maintaining the integrity of the Site and its contents, contacting our Users when necessary, and improving the quality of Services. We may also collect information specific to how you use the Internet...
9.6 Disclosure by Law. We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, or legal process served on our Site(s); or to protect our company. While we make every effort to ensure the integrity and security of our network and Sites, we cannot guarantee that our security measures will prevent third-party “hackers” from illegally obtaining this information.
10.1 No Warranties. The Services, Documentation, and Site are provided “as is”and “as available.” Your use of the Services, Documentation, and Site shall be at your sole risk. THE SERVICES, DOCUMENTATION AND THE SITE ARE PROVIDED “AS IS,” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, LEGAL EFFECT, ACCURACY, APPROPRIATENESS, COMPLETENESS, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CharacterBank™ DOES NOT WARRANT THAT THE SERVICES, DOCUMENTATION, OR SITE ARE OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE. You will be solely responsible for any damage resulting from the use of the Services, Documentation, or Site.
10.2 No Warranties. CharacterBank™ makes no warranties or representations that Services, Documentation, and Site have been and will be provided with due skill, care and diligence or about the accuracy or completeness of the Services, Documentation, and Site content and assumes no responsibility for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of Services, Documentation, and Site; (iii) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein; (iv) any interruption or cessation of transmission to or from the Site; (v) any bugs, viruses, Trojan horses, or the like that may be transmitted to or through the Site through the actions of any third party; (vi) any loss of your data or content from the Site; and/or (vii) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Services, Documentation, and Site. You will not have the right to make or pass on any representation or warranty on behalf of CharacterBank™ to any third party. Because some jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In that event, such warranties are limited to the maximum extent permitted by, and for the minimum warranty period allowed by the mandatory applicable law.
10.3 No Endorsement. CharacterBank™ does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site, and CharacterBank™ will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. You are solely responsible for all of your communications and interactions with other persons with whom you communicate or interact as a result of your use of the Site.
10.4 Application of Local Law. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” This release includes the criminal acts of others. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as in this Section 11 or below in Section 12. Accordingly, some of these limitations may not apply to you.
11.1 Indemnity. You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third party claims, liability, damages, and costs (including, but not limited to, legal fees) arising from or related to, as applicable: (a) your access to and use of the Site; (b) violation of these Terms by you as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all User Data uploaded or provided by you; (e) your use of or reliance upon any User Content uploaded by any third party; or (f) any products or services purchased or obtained by you in connection with the Site.
11.2 Rights. CharacterBank™ retains the exclusive right to settle, compromise and pay, without your prior consent, any and all claims or causes of action which are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
12.1 Disclaimer of Consequential Damages. Notwithstanding anything to the contrary contained in these terms, CharacterBank™ will not, under any circumstances, be liable to you for any consequential, incidental, special, cover, punitive or exemplary damages arising out of or related to the transactions contemplated under these terms, including, but not limited to, goodwill, work stoppage, lost profits or loss of business, even if apprised of the likelihood of such losses, and whether such claims are made based on contract, tort (including negligence), or any other legal theory.
12.2 Limitations. To the fullest extent permitted by applicable law, in no event shall CharacterBank™ be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any: (a) use of the Site, Documentation, or Services; (b) errors, mistakes, or inaccuracies of content; (c) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Site, Documentation, or Services; (d) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein; (e) any interruption or cessation of transmission to or from our servers; (f) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through the Site, Documentation, or Services by any third party; (g) any loss of your data or content from the Site, Documentation, or Services; (h) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, transmitted, or otherwise made available via the Site, Documentation, or Services, whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not CharacterBank™ is advised of the possibility of such damages; and/or (i) the disclosure of information pursuant to these terms or our Privacy Policy.
12.3 Local Law. Some countries and jurisdictions do not allow the limitation or exclusion of consequential, direct, indirect, or other damages in contracts with consumers and to the extent you are a consumer the limitations or exclusions in this Section 13.2 may not apply to you.
12.4 Cap on Damages. Our total liability to you for any cause of action arising out of or related to these terms or to your use of the Site (including without limitation warranty claims), regardless of the forum and regardless of whether any action or claim is based on contract, tort (including negligence), or any other legal or equitable theory, will not exceed the total amount paid by you to CharacterBank™ for the Service(s) during the twelve (12) month period preceding the date of the first event giving rise to liability, or $100, whichever is greater. The existence of more than one claim shall not enlarge this limit.
12.5 Independent Allocations of Risk. Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. But for this allocation of risk, CharacterBank™ would not be willing to provide the Services at the prices for which they are provided. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.
12.6 Jurisdictional Limitations. Because some jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law).
13.1 Third Party Content. We may provide, or third parties may provide, links to other third-party web sites, services, or resources that are beyond our control. We make no representations as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. CharacterBank™ IS NOT RESPONSIBLE FOR ANY USER CONTENT OR FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SITE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of, advertisers or partners found on or through the Site, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or links to third-party web sites or resources on the Site.
13.2 Relationship. At all times, you and CharacterBank™ are independent contractors, and are not the agents or representatives of the other. These Terms are not intended to create a joint venture, partnership, or franchise relationship between the parties. Non-parties do not benefit from and cannot enforce these Terms. There are no third-party beneficiaries to these Terms. You must not represent to anyone that you are an agent of CharacterBank™ or is otherwise authorized to bind or commit CharacterBank in any way without CharacterBank’s prior written authorization.
13.3 Assignability. You may not assign your rights or obligations under these Terms without CharacterBank’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. CharacterBank™ may freely assign its rights, duties, and obligations under these Terms.
13.4 Notices. Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Services will be effective only if it is in writing and sent using: (a) the Services; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in your registration information or on the Site.
13.5 Force Majeure. Except for any payment obligations, neither you nor CharacterBank™ will be liable for failure to perform any obligation under these Terms to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
13.6 Initial Dispute Resolution. Most disputes can be resolved without resort to arbitration. If you have any dispute with us, you agree that before taking any formal action, you will contact us at inquiry@Characterbank.biz, and provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an Account). Except for intellectual property, you and CharacterBank™ agree to use reasonable efforts to settle any dispute, claim, question, or disagreement directly through consultation, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
13.7 Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision in Section 13.6 above, then either party may initiate binding arbitration as the sole means to resolve claims, (except as provided below) subject to these Terms set forth below. Specifically, all claims arising out of or relating to these Terms, the parties’ relationship with each other, and/or your use of the Services, Documentation or Site shall be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions.
13.8 Class Action Waiver. The parties further agree that the arbitration shall be conducted in the party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND CharacterBank™ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
13.9 Survival. This Mandatory Arbitration, Waiver of Class Actions section shall survive any termination of your use of the Site.
13.10 Entire Terms. These Terms, which include the language and paragraphs preceding Section 1, are the final, complete, and exclusive expression of the agreement between you and CharacterBank™ regarding the Services provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the Services under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. CharacterBank™ hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you and conditions assent solely based on these Terms and conditions of these Terms as offered by CharacterBank™. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted. In the event of an inconsistency or conflict, the order of precedence in descending order of control is as follows: (a) the Subscription Plan; (b) any attachments or appendix(ices) to the Service Schedule(s); (c) the Service Schedule; and (d) these Terms.
13.11 Governing Law & Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Wyoming, USA, without reference to any conflict of law rules to the contrary.
13.12 Waiver. The waiver by either you or CharacterBank™ of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a CharacterBank™ of these Terms.
13.13 Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
13.14 Modification of this Agreement. CharacterBank™ reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms (including CharacterBank’s Privacy Policy) at any time. Please check these Terms and our Privacy Policy periodically for changes. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective ten (10) days after they are initially posted on the Site.
13.15 Claims. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
14.1 The period of effectiveness of these Terms (“Term”), begins on the date the Portal User accepts it and continues until the Portal User’s Subscription Plan expires or its use of the Portal Services ceases (including as a result of termination in accordance with this Section 14), whichever is later.
14.2 Subscription Term and Automatic Renewals. Subscription Plans automatically renew unless otherwise noted. If Portal User purchases a Subscription Plan it will automatically renew, unless, prior to the end of the current period of effectiveness of the Subscription Plan (“Subscription Term”): (a) Portal User terminates its Account; (b) Portal Users sets up its Account not to auto-renew; (c) CharacterBank™ declines to renew a Subscription Plan; or (d) these Terms are otherwise properly terminated as expressly permitted herein. Each renewal period is a “Renewal Term.” Subscription Plan fees and features may change over time and we may recommend a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. If you accept the new Subscription Plan, its terms and conditions with these Terms will apply in the Renewal Term and thereafter.
14.3 Termination by Portal User. You may terminate your Account at any time upon ten (10) days’ advance written notice to CharacterBank™. If you wish to terminate, you must provide notice by contacting us here: service@characterbank.biz
14.4 Default; Termination by CharacterBank™. A Portal User will be in default of these Terms if: (a) it fails to timely pay any amount owed to us or an Affiliate of ours; (b) it breaches any provision of these Terms or violates any published policy applicable to the Portal Services; (c) if, in our sole discretion, we believe that continued use of the Portal Services by the Portal User (or its authorized Users or signers) creates legal risk for CharacterBank™ or presents a threat to the security of the Portal Services or CharacterBank’s other customers. If a Portal User is in default, we may, without notice: (i) suspend its Account and use of the Portal Services; (ii) terminate its Account; (iii) charge reactivation fees in order to reactivate its Account; and (iv) pursue any other remedy available to us. A CharacterBank™ “Affiliate” means any legal entity that CharacterBank™ owns or that is under common control with CharacterBank™.
14.5 Effect of Termination. If these Terms expires or are terminated for any reason: (a) Portal User will pay to CharacterBank™ any amounts that have accrued before, and remain unpaid, as of the date of the termination or expiration, including those for the billing cycle in which termination occurs; (b) any and all of Portal User’s liabilities to CharacterBank™ that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Portal User with respect to the Site and Portal Services and intellectual property will immediately terminate; (d) CharacterBank’s obligation to provide any further services to Portal User under these Terms will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms.
14.6 Trial Period and Subscriptions. These Terms, as modified, govern your use of the Site. If you choose to subscribe to the Services, then after any trial period ends, the Terms shall continue in effect and you will be required to pay the applicable subscription fee for the Services, and otherwise comply with the Terms and any other agreement between you and CharacterBank™.
14.7 Upon termination of the Services by either party for any reason:
14.8 If the outstanding Fees owed by you at the date of termination of the Service has been paid in full, your Account will be officially terminated.
15.1 Data Generally. Portal Users shall be responsible for data that provided or used in the Portal Services. Portal Users are solely responsible for determining the suitability of the Portal Services for their business or organization and complying with any regulations, laws, or conventions applicable to the data provided, and use of the Portal Services and the Site.
15.2 Personal Data. Portal User warrants that its collection and use of any personal information or data provided while using the Site complies with all applicable data protection laws, rules, and regulations. Portal User acknowledges that CharacterBank™ may process such personal data as Portal User’s agent in accordance with the CharacterBank's Privacy Policy [@Henry to insert link].
15.3 Transaction Records Storage And Deletion
(a) Sending, Storage. During the Term, CharacterBank™ will store User’s documents per these Terms or any applicable License Agreement. However, CharacterBank™ may set and enforce limits for reasonable use in order to prevent abusive or unduly burdensome use of Electronic Signature. You may retrieve and store copies of transaction documents for storage outside of the Site at any time during the Term when you are in good financial standing under these Terms, and may delete or purge documents from the Site at its own discretion. All Users acknowledge that we have no obligation to protect User Data that Users elect to store or transfer outside of the Site (e.g., offline or on-premise storage).
(b) CharacterBank™ is not responsible for determining how long any contracts, documents, and other records are required to be retained or stored under any applicable laws, regulations, or legal or administrative agency processes. Further, CharacterBank™ is not responsible for providing transaction documents or other documents to the Users or third parties.
(c) Incomplete transactions. CharacterBank™ may, at its sole discretion, delete from the Site transactions that have not been completed without notice upon the expiration of the Term. CharacterBank™ assumes no liability or responsibility for a party’s failure or inability to electronically sign any documents within such a period of time.
15.4 Deletion. CharacterBank™ may delete an Account and User Data, including without limitation transaction documents (whether complete or not), upon the expiration of the Term or termination as described in the Terms.
15.5 Retention of Transaction Data. CharacterBank™ may retain Transaction Data for as long as it has a business purpose to do so.
15.6 Portal User Warranties. Portal User hereby represents and warrants to CharacterBank™ that: (a) it has all requisite rights and authority to use the Portal Services under these Terms and to grant all applicable rights herein; (b) it is responsible for all use of the Portal Services associated with its Account; (c) it is solely responsible for maintaining the confidentiality of its Account names and password(s); (d) it agrees to immediately notify CharacterBank™ of any unauthorized use of Portal User’s Account of which it becomes aware; (e) it agrees that CharacterBank™ will not be liable for any losses incurred as a result of a third party’s use of its Account, regardless of whether such use is with or without its knowledge and consent; (f) it will use the Portal Services for lawful purposes only and subject to these Terms; (g) any information it submits to CharacterBank™ is true, accurate, and correct; and (h) it will not attempt to gain unauthorized access to the Site or the CharacterBank™ Services, other Accounts, computer Sites, or networks under the control or responsibility of CharacterBank™ through hacking, cracking, password mining, or any other unauthorized means.
15.7 Suspension of Access to Portal Services. CharacterBank™ may suspend any use of the Portal Services, remove any content or disable or terminate any Account that CharacterBank™ reasonably and in good faith believes violates these Terms. CharacterBank™ will use commercially reasonable efforts to notify you prior to any such suspension or disablement, unless CharacterBank™ reasonably believes that: (a) it is prohibited from doing so under applicable law or under legal process, such as court or government administrative agency processes, orders, mandates, and the like; or (b) it is necessary to delay notice in order to prevent imminent harm to the Portal Services or a third party. Under circumstances where notice is delayed, CharacterBank™ will provide the notice if and when the related restrictions in the previous sentence no longer apply.
15.8 Term. The period of effectiveness of these Terms (“Term”), with respect to Portal Services, begins on the date the Portal User accepts it and continues until the Portal User’s Subscription Plan expires or its use of the Portal Services ceases (including as a result of termination in accordance with this Section 14), whichever is later.
15.9 Subscription Term and Automatic Renewals. Subscription Plans automatically renew unless otherwise noted. If Portal User purchases a Subscription Plan it will automatically renew, unless, prior to the end of the current period of effectiveness of the Subscription Plan (“Subscription Term”): (a) Portal User terminates its Account; (b) Portal Users sets up its Account not to auto-renew; (c) CharacterBank™ declines to renew a Subscription Plan; or (d) these Terms are otherwise properly terminated as expressly permitted herein. Each renewal period is a “Renewal Term.” Subscription Plan fees and features may change over time and we may recommend a new Subscription Plan that is comparable to your previous Subscription Plan that is ending. If you accept the new Subscription Plan, its terms and conditions with these Terms will apply in the Renewal Term and thereafter.
15.10 Termination by Portal User. You may terminate your Account at any time upon ten (10) days’ advance written notice to CharacterBank™. If you wish to terminate, you must provide notice by contacting us here: inquiry@Characterbank.biz
15.11 Default; Termination by CharacterBank™. A Portal User will be in default of these Terms if: (a) it fails to timely pay any amount owed to us or an Affiliate of ours; (b) it breaches any provision of these Terms or violates any published policy applicable to the Portal Services; (c) if, in our sole discretion, we believe that continued use of the Portal Services by the Portal User (or its authorized Users or signers) creates legal risk for CharacterBank™ or presents a threat to the security of the Portal Services or CharacterBank’s other customers. If a Portal User is in default, we may, without notice: (i) suspend its Account and use of the Portal Services; (ii) terminate its Account; (iii) charge reactivation fees in order to reactivate its Account; and (iv) pursue any other remedy available to us. A CharacterBank™ “Affiliate” means any legal entity that CharacterBank™ owns or that is under common control with CharacterBank™.
15.12 Effect of Termination. If these Terms expires or are terminated for any reason: (a) Portal User will pay to CharacterBank™ any amounts that have accrued before, and remain unpaid, as of the date of the termination or expiration, including those for the billing cycle in which termination occurs; (b) any and all of Portal User’s liabilities to CharacterBank™ that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Portal User with respect to the Site and Portal Services and intellectual property will immediately terminate; (d) CharacterBank’s obligation to provide any further services to Portal User under these Terms will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms.
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15th November 2023