Terms of Service

Updated September 30, 2026

These Terms of Service ("Terms") are a legally binding agreement between you ("you," "your," or "Merchant") and Recharge LLC ("Recharge," "we," "us," or "our"). These Terms govern your use of Recharge's products, websites (including getrecharge.com), mobile applications, and related services (the "Services").

By clicking "I Accept," registering for, or using the Services, you confirm that you have read, understood, and agree to these Terms. If you do not agree, you may not use the Services.

You also represent that you have the authority to enter into these Terms personally or on behalf of your business or organization.

These Terms incorporate and include Recharge's Data Processing Agreement (getrecharge.com/dpa/), Privacy Policy (getrecharge.com/privacy-policy/), API Agreement (getrecharge.com/api-terms/), and any Order Form, as applicable. Together, these documents are referred to as the "Terms."

If there is any conflict among the Terms, the following order controls: (1) Data Processing Agreement; (2) any applicable Order Form; (3) these Terms; (4) API Agreement; and (5) Privacy Policy.

Arbitration Notice: These Terms include a binding arbitration clause and waiver of class actions. See Sections 20 and 21.

Recharge Service. Recharge Services ("Services") means all Recharge products, features, and related services found at getrecharge.com or in your Order Form, including subscription management, customer retention features, customer growth features, and SMS communications, and optional Professional Services. Any new products or features that are added to the current Services will also be subject to these Terms.
Your Customer Terms. You are solely responsible for your own terms and policies with your customers—including payments, subscriptions, returns, warranties, shipping, taxes, SMS communications, and data practices. Your terms must comply with all applicable laws.
API Access. Use of the Recharge API is optional. If you access or use the API, your use is governed by the Recharge API Agreement (getrecharge.com/api-terms/), which is incorporated by reference into these Terms.
4.
Eligibility. To use the Services, you represent and warrant that:
1. Individuals: You will comply with all terms herein and have not been suspended or removed from the Services.
2. Entities: The individual accepting these Terms has full authority to bind the entity.
Your Account and Registration. You must create an account to use the Services. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for all activity under your account and for maintaining the confidentiality of your password. Recharge is not liable for any loss or damage arising from your failure to secure your account. Notify us immediately at support.getrecharge.com/hc/en-us/requests/new if you believe your account is compromised.
6.
Payment Terms
1. Fees. You agree to pay all fees applicable to your Services usage, as listed on our website or in your Order Form. Unless otherwise stated, all payments are non-cancellable, non-refundable, and in U.S. dollars.
2. Price Changes. Recharge may change Services fees with 30 days' advance notice by email or through your merchant portal.
3. Order Form. If you sign an Order Form, you agree to the pricing, renewal, and term stated there. Fees remain fixed during each term unless the Order Form says otherwise.
4. Payment Authorization. You authorize Recharge to charge all fees, taxes, and charges to your saved payment method. Recharge may pre-authorize your card, re-attempt failed charges, and charge a renewed or replacement card issued by your card provider if your card expires or is replaced; you authorize us to obtain updated card credentials from your card network for this purpose. You must keep a valid card on file.
5. Billing Cycle. Your Services start when you first purchase, download, or use the Services ("Services Start Date"). Billing occurs monthly in arrears, during the first business week of the following month (the "Billing Date"). See getrecharge.com/pricing or your Order Form for your Services Fee. You will be charged automatically on or after each Billing Date until you cancel or we terminate your Services. If you dispute a charge, you must contact Recharge within 30 days of the Billing Date.
6. Unpaid Fees. If payment fails for 30 days, Recharge may suspend your Services until payment is made. Suspension may also prevent your customers from accessing their portals. Recharge is not liable for any losses due to suspension. Accounts over 30 days past due may be terminated. Late fees of 1.5% per month (or the maximum allowed by law) may apply. You will pay Recharge's reasonable costs of collection, including attorneys' fees, for any undisputed amounts that remain unpaid following written demand.
7.
Intellectual Property
1. Ownership. The Services and all related content—including design, software, data, code, SDK, plans, and other materials (collectively, "Materials")—are owned by Recharge or its licensors and are protected by law. You may not access, use, or reproduce any Materials except as expressly permitted by these Terms. For the avoidance of doubt, all Professional Services deliverables, including internal features, configurations, scripts, sample code, and proof-of-concept materials, are Materials owned by Recharge.
2. 7.2.
  License Restrictions. You may not:
  1. Copy, distribute, publicly display, or modify the Services or any Materials except as expressly authorized.
  2. Bypass or interfere with any security or access control.
  3. Use the Services in violation of law.
3. Feedback. If you submit feedback or suggestions, you grant Recharge a perpetual, royalty-free license to use it for any purpose.
4. Scripts. Recharge may provide code snippets ("Scripts") for integration or customization. You may modify Scripts only as authorized by Recharge. You are fully responsible for your customized Scripts and any resulting liability. All ownership in the original Scripts and any modifications made by Recharge remain with Recharge. To the extent that you obtain any ownership in any customization or modification that you may make to a Script as authorized hereunder, you agree that this shall not affect the ownership rights in such Script, and you hereby grant Recharge a perpetual, irrevocable, fully paid, transferable, sublicensable, worldwide right and license under any intellectual property rights that you may own in all such customizations and modifications. Sample code or proof-of-concept materials provided in connection with Professional Services are provided for Merchant's internal reference only. Merchant's developers or designees, not Recharge, are responsible for any production implementation based on such materials.
5. 7.5.
  Digital Millennium Copyright Act Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about Materials hosted by or distributed through the Services, you may contact our designated agent at the following address:
  Recharge Inc.
  ATTN: Legal Department (Copyright Notification)
  2218 Main Street, 2nd Floor,
  Santa Monica, CA 90405
  Email: [email protected]
  1. Any notice alleging that Materials hosted by or distributed through the Services infringe intellectual property rights must include the following information:
    
    an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
    
    a description of the copyrighted work or other intellectual property that you claim has been infringed;
    
    a description of the Material that you claim is infringing and where it is located on the Services;
    
    your address, telephone number, and email address;
    
    a statement by you that you have a good faith belief that the use of the Materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
    
    a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.
  2. Repeat Infringers. Recharge may terminate users who are repeat infringers.
6. Publicity. You grant Recharge a non-exclusive, transferable, sub-licensable, and royalty-free right and license to use the name(s), logo(s), and trademark(s) of you and your store(s) to identify you in Recharge's marketing materials and website as a Recharge customer; provided, that such usage by Recharge will be in accordance with your then-existing usage guidelines (as communicated in writing by you to Recharge).
Data Privacy. The Privacy Policy and DPA will govern all matters of data security and privacy with respect to the Services.
9.
Third Parties. "Third Party" means any Recharge Partner or Non-Partner, as defined below.
1. Software Licenses. The Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third Party Components"). Although the Services are provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third-party licenses or to limit your use of Third Party Components under those third-party licenses.
2. Websites: Third Party websites are not under Recharge's control, and Recharge is not responsible for their content.
3. Responsibility and Authority. You and each Third Party, as applicable, are solely responsible for all costs or expenses arising out of the use of each Third Party, as applicable. No Third Party shall have any authority or ability to exercise any control, including any business or technical control, over the Services.
4. 9.4.
  Partner Third Parties: "Partner" means, collectively, any Third Party technology integration partners ("Tech Partners") (see getrecharge.com/integrations) and Third Party agency service providers ("Agency Partners") (see partners.getrecharge.com) that enable, support, or customize the Services. Tech Partners and Agency Partners are independent third parties that have a contractual relationship with Recharge, most often governed by Recharge's Tech Partner Terms (getrecharge.com/techpartnerterms/) and Agency Partner Terms (getrecharge.com/agency-partner-terms/), respectively.
  1. Independent Providers. Partners are independent third parties, not employees, agents, or representatives of Recharge. Recharge does not control or guarantee Partner services, software, or integrations.
  2. Right to Suspend. Recharge may suspend, disable, or remove any Partner integration or service (including where it conflicts with the Services, violates law, or creates security or performance concerns) at any time without liability.
  3. Merchant Responsibilities. You are solely responsible for: (a) enabling and managing any Partner services you select to use; (b) complying with the applicable Partner terms, licenses, and requirements; (c) obtaining and maintaining all rights, permissions, and consents (including from your customers) necessary for Partner services; (d) paying all costs and fees associated with Partner services; and (e) ensuring compliance with all applicable laws and regulations (including privacy, data protection, and consumer protection).
  4. Payment Processor Tech Partners. Recharge uses third-party payment processors to complete your customers' transactions within the Services. If a payment from one of your customers is declined, Recharge may try other payment methods that the customer has on file to process the transaction.
5. 9.5.
  Non-Partner Third Parties. “Non-Partner” means any third party individuals, agencies, companies, or entities that (a) are not Recharge Partners, (b) are not competitors of Recharge (as determined in our sole discretion); (c) are providing services to you pursuant to an enforceable agreement with you, consistent with general industry standards; (d) agree to be bound by these terms as if a party hereto (to the extent applicable); and (e) access and use the Services solely for your benefit.
  1. Non-Partner use. You may utilize Non-Partners solely at your own risk to integrate into and/or implement the Services (or components thereof, including our API) and provide services related thereto, provided that you shall be responsible for the Non-Partner's compliance with these terms as if the Non-Partner was a party hereto.
  2. Non-Partner Indemnification. To the fullest extent permitted by law, you will indemnify and hold the Recharge Entities (as defined below) harmless from and against any and all liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, incurred by the Recharge Entities related to any claim, suit, action or proceeding brought by a third party arising out of or connected with your use of any Non-Partner Third-Party for purposes of the integration and/or implementation of the Services (or components thereof, including our API).
  3. Platform Terms. If you utilize a Non-Partner platform ("Platform"), such as the Shopify platform, to operate your store(s), you shall comply with all Platform terms and requirements relating to the Platform. You acknowledge and understand that your non-compliance with the terms and requirements of that Platform may affect the Services. For instance, if your store is hosted on the Shopify platform, you are required to use Shopify Checkout Integration for accepting orders and processing payments, unless Recharge has explicitly authorized an alternative method in writing. Failure to utilize Shopify Checkout Integration may result in limitations on your ability to fully access and use the Services, including but not limited to the acceptance or processing of subscription orders.
10.
Your Content
1. Content Rights. Certain features of the Services allow you to upload, submit, or publish data, text, images, videos, or other materials ("Content"). You retain all ownership rights in your Content, including any intellectual property rights, subject to the licenses granted below.
2. License to Recharge. By uploading or submitting Content through the Services, you grant Recharge a worldwide, non-exclusive, royalty-free, fully paid, transferable, and sublicensable license to host, store, display, reproduce, process (for formatting or optimization), distribute, and use such Content, in whole or in part, in connection with operating, improving, and promoting the Services. Recharge will only use your Content to provide, enhance, and promote the Services, perform obligations under these Terms, and comply with applicable laws.
3. 10.3.
  Content Representations and Warranties. Recharge disclaims all liability for any Content you upload, publish, or provide through the Services. You are solely responsible for such Content and for any consequences of its submission or use. By submitting Content, you represent and warrant that:
  1. You own or have all necessary rights, licenses, consents, and permissions to grant Recharge and your customers the rights to use and distribute the Content as contemplated by these Terms; and
  2. Your Content, and its use as permitted under these Terms, does not and will not: (a) infringe, violate, or misappropriate any intellectual property, privacy, publicity, or other proprietary rights of any third party; (b) defame, libel, or otherwise harm any person; or (c) cause Recharge to violate any applicable law or regulation.
4. Content Removal and Enforcement. Recharge does not control Content submitted through the Services and is not obligated to review it. However, Recharge may monitor, remove, or block Content at its sole discretion if it violates these Terms, applicable law, or is otherwise objectionable. You waive any claim arising from the removal or unavailability of such Content.
5. Monitoring Content. Recharge may (but is not required to) monitor use of the Services for operational, support, or legal reasons. During such monitoring, information may be accessed, recorded, or used in accordance with Recharge's Privacy Policy.
6. Service Improvements. Recharge may collect and analyze information concerning your Content and data derived therefrom, to provide and improve the Services. Recharge may improve the Services through product development, account traffic monitoring, diagnostic testing, and corrective actions.
Email Communications. Recharge may send you product, service, or promotional emails. You can unsubscribe from marketing communications at any time by following the instructions in the email.
12.
Acceptable Use Policy
1. 12.1.
  By using the Services, you represent and warrant to Recharge that you will comply with applicable law, and will not, directly or indirectly, engage in any of the following activities, attempt to do so, or assist or permit any third party to do so:
  1. Violating any law or regulation; selling, distributing, or promoting illegal, harmful, or regulated products; or exploiting minors.
  2. Posting or transmitting content that is harmful, abusive, threatening, hateful, defamatory, obscene, pornographic, or otherwise objectionable.
  3. Engaging in fraud, misrepresentation, or infringement of intellectual property, privacy, or proprietary rights.
  4. Distributing malware, viruses, spyware, or performing hacking, denial-of-service attacks, or other disruptive activities.
2. You are responsible for all content you or your users upload, post, or transmit. Recharge may investigate violations, remove content, suspend or terminate access, and report unlawful activity to authorities.
3. You must be the older of: (i) 18 years, or (ii) the age of majority in the jurisdiction where you reside and from which you use the Services.
4. If you become aware of violations, you must promptly notify Recharge and assist in remedying them via Support Ticket at support.getrecharge.com/hc/en-us/requests/new.
13.
Concierge SMS Service
1. Authorized Use, Representations, Obligations, and Indemnity. By using the Concierge SMS Services, you represent and warrant that: (a) you will comply with all laws and regulations with respect to the content and transmission of calls, texts, and other messages sent using the SMS Services, including, without limitation, the Telephone Consumer Protection Act (47 U.S.C. § 227) and the FCC's implementing regulations (47 C.F.R. § 64.1200); and (b) you will suppress and will not provide to Recharge contact information for any of your customers who has registered his or her telephone number on the national Do-Not-Call Registry or any similar state registries or has otherwise indicated that he or she does not wish to be contacted by you or Recharge.
2. Surveys. By using Recharge's SMS Concierge or related SMS services ("SMS Services"), you consent to Recharge sending occasional survey questions or feedback requests to your customers for the purpose of improving the SMS Services and related Recharge offerings. You further grant Recharge the right to collect and use responses from such surveys in de-identified and anonymized form. Recharge may analyze and use this information internally to evaluate, enhance, and develop products and services.
3. Twilio Policy Compliance. Our Concierge SMS Services utilizes Twilio. Your use of our SMS Services are subject to Twilio's Messaging Policy (www.twilio.com/en-us/legal/messaging-policy) as it may be amended by Twilio from time to time, and you agree that you are responsible for ensuring that the messaging activity of your customers is in compliance with Twilio's policies.
4. Disclaimer of Warranty. The Concierge SMS Services are offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this SMS Services. Delivery of mobile messages is subject to effective transmission from wireless service providers/network operators and is outside of Recharge's control.
14.
Professional Services
1. Optional Feature. Recharge may, at its discretion, offer optional Professional Services, including (a) configuration assistance, custom scripts, or technical modifications performed within Merchant's Shopify or other third-party environment; (b) internal feature development, where Recharge builds or extends functionality within the Recharge platform at Merchant's request; or (c) external custom development consulting, where Recharge provides advisory guidance, best practices, sample code, or proof-of-concept materials to assist Merchant or its designees in building custom solutions such as customer portals or middleware integrations, with Merchant or its designated third party responsible for final implementation and delivery ("Professional Services"). Professional Services are optional, and Recharge may decline any request at its sole discretion. Professional Services carry no service level obligations and are not subject to Recharge's standard technical support commitments under Section 23.
2. No Ongoing Support. Recharge has no obligation to maintain, update, or support any Professional Services deliverables after completion. Changes to Shopify or other third-party platforms may affect the functionality of Professional Services deliverables. Recharge is not responsible for such impacts.
3. Merchant Responsibilities. Merchant is responsible for maintaining backups of their store, themes, and data prior to any Professional Services work, and for testing and approving all Professional Services deliverables prior to deployment to a production environment. Deployment to a live environment constitutes Merchant's acceptance of the deliverable. For internal feature development, Merchant's use of the feature in a production environment constitutes acceptance. Any changes to the scope of Professional Services must be agreed to by Recharge in writing prior to commencement of the changed scope.
4. No Fees. Professional Services are provided at no charge unless otherwise expressly agreed in a signed Order Form or other written agreement between the parties.
15.
Term and Termination
1. Term. These Terms take effect on the earlier of your acceptance or your first download, installation, access, or use of the Services, and continue until terminated as provided in this Section. Unless an active Order Form specifies a fixed term, Recharge may suspend or terminate these Terms or your account, or restrict access to the Services, at any time and for any reason, with or without notice. Unless otherwise stated in an active Order Form, you may terminate your account and these Terms at any time by canceling through your account or contacting us at support.getrecharge.com/hc/en-us/requests/new.
2. Termination for Cause. Either party may terminate these Terms, including any active Order Forms, by written notice if the other party: (a) fails to cure a material breach within the breaching party's control within 30 days after receiving written notice; (b) ceases operations without a successor; (c) becomes subject to bankruptcy, insolvency, or liquidation proceedings; or (d) assigns these Terms in violation of them. Unless an exclusive remedy is specified, exercising any remedy under these Terms, including termination, does not limit either party's other legal or equitable rights.
3. Early Termination. If you end the Services under an Order Form for any reason other than Recharge's breach and before the term expires, Recharge may charge you liquidated damages equal to (a) all recurring fees (including store, account management, and monthly fees) multiplied by the number of months remaining in the Order Form term, plus (b) any one-time, non-recurring fees listed in that Order Form. The parties agree that actual damages from early termination are difficult to determine, and these amounts represent a reasonable estimate of Recharge's likely loss rather than a penalty. The liquidated damages are intended to fairly compensate Recharge for the loss of the benefit of the Agreement. Recharge's right to collect liquidated damages is not contingent on proof of actual damages, and Recharge reserves all rights to seek additional remedies to the extent actual damages exceed the liquidated damages amount.
4. Effect of Termination. Upon termination of these Terms, all rights and licenses granted to you immediately end. You must stop using the Services and will lose access to your account, the Services, and any Content you uploaded or provided through it. You remain responsible for paying any amounts owed before termination. You must also stop using and distributing any Recharge Materials or Scripts installed on your systems and promptly delete or, if requested, return all copies of Recharge Materials, Scripts, documentation, and Confidential Information in your possession or control.
5. EU Data Act – Data Portability & Switching. If the EU Data Act applies to your use of Recharge, you may export your data at any time, then move to another provider or your own systems. Please complete your export before cancelling your subscription or deleting your account. Refunds are only provided if required by law. Recharge will provide reasonable assistance to you (and any authorized third party) during the transition, maintain service continuity until account closure, and continue applying our standard security measures. Once your account is deleted, we may begin deleting your stored data after 30 days. For team accounts, only the admin can disable or delete accounts.
Recharge’s Modification of the Service. Recharge may modify, limit, or discontinue any part of the Services at any time, provided such change does not materially reduce the overall functionality during your use or the term of an active Order Form (a "Material Modification"). Recharge is not liable for any modification, price change, suspension, or discontinuation that is not a Material Modification. For any Material Modification, your sole remedy is to terminate under the "Termination for Cause" section herein and, if applicable, receive a prorated refund of prepaid, unused fees.
Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Services, and you agree to indemnify and hold harmless Recharge and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the "Recharge Entities") from and against any and all liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, incurred by the Recharge Entities related to any claim, suit, action or proceeding brought by a third party arising out of or connected with: (a) your unauthorized use of, or misuse of, the Services; (b) your violation of any portion of these terms, any representation, warranty, or agreement referenced in these terms; (c) your violation of any applicable law or regulation; (d) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (e) any dispute or issue between you and any third party in connection with these terms. Recharge reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You may not settle any claim that imposes any obligation, restriction, or liability on Recharge without Recharge's prior written consent. You agree to cooperate fully with Recharge in the defense of any such claim.
Disclaimers; No Warranties. THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RECHARGE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
RECHARGE DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND RECHARGE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES OR ANY OF THE RECHARGE ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY OF THE RECHARGE ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES AND YOUR DEALING WITH ANY OTHER PROVIDER OR SERVICES USER.
YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA, INCLUDING YOUR CONTENT. THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. RECHARGE DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT RECHARGE IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW. THE FOREGOING DISCLAIMERS APPLY FULLY TO ALL PROFESSIONAL SERVICES, INCLUDING ANY CUSTOM SCRIPTS, CONFIGURATIONS, OR MODIFICATIONS PERFORMED OUTSIDE THE RECHARGE PLATFORM OR WITHIN MERCHANT'S SHOPIFY OR THIRD-PARTY ENVIRONMENT, INCLUDING INTERNAL FEATURE DEVELOPMENT PERFORMED WITHIN THE RECHARGE PLATFORM AT MERCHANT'S REQUEST AND ANY ADVISORY GUIDANCE, SAMPLE CODE, OR PROOF-OF-CONCEPT MATERIALS PROVIDED IN CONNECTION WITH EXTERNAL CUSTOM DEVELOPMENT CONSULTING.
19.
Limitation of Liability
1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RECHARGE ENTITIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY RECHARGE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE RECHARGE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO RECHARGE FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE APPLICABLE CLAIM; OR (B) $100. FOR PROFESSIONAL SERVICES PROVIDED AT NO CHARGE, THE AGGREGATE LIABILITY OF THE RECHARGE ENTITIES ARISING FROM OR RELATED TO SUCH PROFESSIONAL SERVICES SHALL NOT EXCEED $100, CALCULATED SEPARATELY FROM ANY AMOUNTS PAID FOR THE PLATFORM SERVICES.
3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY RECHARGE TO YOU AND 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. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.
4. BECAUSE SOME STATES OR JURISDICTIONS (SUCH AS THE STATE OF NEW JERSEY) MAY NOT ALLOW EXCLUSIONS OR DISCLAIMERS OF REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING THE MATTERS SET FORTH IN THESE TERMS, THOSE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTHING IN THESE TERMS AFFECTS STATUTORY RIGHTS THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT.
Dispute Resolution and Arbitration. These Terms are governed by the laws of the State of California, USA, without regard to its conflict-of-law principles. Any dispute or claim arising out of or relating to these Terms, including any breach, will be resolved by confidential, binding arbitration administered by the American Arbitration Association (AAA) in Los Angeles County, California, before a single arbitrator and under the then-current AAA Commercial Arbitration Rules. The arbitration will be conducted in English. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each claimant must file an individual arbitration demand identifying the claimant, counsel (if any), all claims asserted, the requested relief, and a good-faith estimate of the amount in dispute. The arbitrator shall have no authority to award relief on a class, consolidated, or representative basis. Nothing in this Section prevents either party from seeking injunctive or equitable relief in court.
Waiver of Class Arbitration or Actions. ANY CLAIMS BETWEEN YOU AND RECHARGE MUST BE BROUGHT ONLY ON AN INDIVIDUAL BASIS, NOT AS PART OF A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR DISPUTES ARISING UNDER OR RELATING TO THESE TERMS. YOU AND RECHARGE AGREE THAT CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED UNDER ANY CIRCUMSTANCES. BY AGREEING TO THESE TERMS, YOU AND RECHARGE WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING OF ANY KIND.
22.
Confidentiality
1. Confidential Information. Each party ("Disclosing Party") may share certain proprietary or confidential information ("Confidential Information") with the other ("Receiving Party") in written, oral, or visual form. Confidential Information includes all information designated as confidential or that a reasonable person would understand to be confidential under the circumstances. The Services, all Recharge documentation, and any updates or enhancements are considered Confidential Information of Recharge.
2. Protection of Confidential Information. The Receiving Party will use Confidential Information only to exercise its rights or perform its obligations under these Terms and will not disclose it to any third party except to employees, representatives, or contractors who need to know it for that purpose and are bound by confidentiality obligations at least as strict as those in these Terms. The Receiving Party must protect Confidential Information using the same degree of care it uses to protect its own similar information, but no less than a commercially reasonable standard. Upon request or termination of these Terms, the Receiving Party must return or permanently delete all Confidential Information it no longer has a right to use and, if requested, confirm such deletion in writing, unless prohibited by law.
3. Exceptions. These obligations do not apply to information that (a) becomes public through no fault of the Receiving Party; (b) is lawfully obtained from a third party without confidentiality restrictions; (c) was already known to the Receiving Party without restriction at the time of disclosure; or (d) is independently developed without use of the Confidential Information. The Receiving Party may disclose Confidential Information if required by law, court order, or government request, provided it promptly notifies the Disclosing Party (where legally permitted) so that the Disclosing Party may seek a protective order or other remedy at its own expense.
4. Remedies. Any breach, attempted breach, or threatened breach of this Section may cause immediate and irreparable harm for which monetary damages would be inadequate. The Disclosing Party is entitled to seek injunctive or equitable relief, without posting bond or proving irreparable harm, in addition to any other remedies available at law or in equity.
Early Adopter Offerings. From time to time, Recharge may, at its discretion, invite you to participate in its Early Adopter Program to test pre-release or beta features that are still in development and not yet generally available ("Early Adopter Offerings"). These offerings are optional, not part of the standard Services, and may be subject to additional terms provided by Recharge before your participation. All Early Adopter Offerings and related materials are considered Confidential Information and subject to the confidentiality obligations in these Terms. You may not publicly disclose your participation without Recharge's prior written consent. Recharge makes no representations or warranties that Early Adopter Offerings will function as intended or be error-free and will not be liable for any losses or damages arising from their use. Recharge may modify, suspend, or discontinue any Early Adopter Offering at any time or choose not to make it generally available. Some offerings may be provided at no cost during the trial period; if they later become paid features, Recharge will notify you in advance, and continued use will require payment at the then-current rate.
24.
Technical Support
1. Recharge Support. Technical support will be available to you via email, web portal, chat, and/or video callback in accordance with the pricing plan that you have agreed to in the applicable Order Form and so long as you are a paying account holder. Detailed information about technical support is available at getrecharge.com/pricing/.
2. Service Integration, Data Migration and Portability. Except as agreed to for your pricing plan and/or applicable Order Form, we are under no obligation to provide support for the Services. In instances where we offer support, including providing tools such as Migr8 and the Payment Lookup Method Tool, the support will be subject to our published policies. Should you utilize any type of Recharge support services for Services integration, data migration or portability, you hereby acknowledge and agree that we shall not be liable to you for any loss or damage of any nature sustained by you in connection with those services. In addition, you are responsible for providing customer service (if any) to your customers. We will not provide any support or services to your customers unless otherwise agreed to by both parties in writing. Further information about migration support for Pro and Custom merchants is available at getrecharge.com/migration-services/.
25.
Miscellaneous
1. Compliance with Law. You and Recharge will each comply with all applicable laws and regulations in performing this Agreement. You are also responsible for ensuring that your use of the Services complies with all applicable legal requirements, including those governing automatic renewals, data protection, and privacy.
2. General Terms. These terms, together with any agreements, terms, or policies expressly incorporated by reference into these terms, are the entire and exclusive understanding and agreement between you and Recharge regarding your use of the Services.
3. Relationship of Parties. The parties are independent contractors. These terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
4. Assignment. You may not assign or transfer these Terms or any rights under them, in whole or in part, by law or otherwise, without Recharge's prior written consent. Recharge may assign these Terms at any time without notice or consent. However, you may assign this Agreement in its entirety, including all Order Forms, by providing prompt written notice to Recharge (but without requiring consent) in connection with a merger, acquisition, change of control, corporate restructuring, or sale of all or substantially all of your assets or stock, provided the assignee agrees in writing to be bound by all terms of this Agreement and all outstanding fees are paid in full.
5. Performance and Interpretation. Failure to enforce any provision of these Terms does not waive the right to enforce it later. A waiver of any breach or default is not a waiver of any subsequent breach or default. Section headers are for convenience only and do not affect interpretation. The word "including" means "including without limitation." If any part of these Terms is found invalid or unenforceable, that portion will be enforced to the maximum extent possible, and the remaining provisions will remain in full effect.
6. Additional Terms. Your use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Services that we may post on or link to from the Services (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms, subject to the order of precedence stated above.
7. Notices. You are responsible for providing Recharge with a current, valid email address. If the last email address you provided is invalid or otherwise unable to receive notices, Recharge's sending of an email to that address will still constitute effective notice.
8. Survival. All sections of these terms which by their nature should survive termination will survive termination of these terms, including all payment obligations accrued prior to termination, confidentiality obligations, indemnification, warranty disclaimers, dispute resolution and arbitration provisions, and limitations of liability.
9. Contact Information. The Services are offered by Recharge LLC, located at 2218 Main Street, 2nd Floor, Santa Monica, CA 90405. You may contact us by sending correspondence to that address or by sending us a message at support.getrecharge.com/hc/en-us/requests/new.
10. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Services.
11. International Use. The Services are hosted from the United States. Access to the Services from countries or territories or by individuals where such access is illegal is prohibited.
12. Modification of these Terms. Recharge may update or modify these Terms at any time in its sole discretion. Please review them periodically for changes. Subject to the Payment Terms above, revisions take effect immediately, except that for existing users, material changes become effective on the earlier of (a) your acceptance of the revised Terms or (b) 30 days after posting or notice, unless otherwise stated. If a change materially affects your rights or obligations, Recharge may require you to accept the updated Terms to continue using the Services. Your continued access or use of the Services after notice or posting constitutes your acceptance of the updated Terms. If you do not agree to any material change, you must stop using the Services; your failure to stop using the Services constitutes your acceptance of the updated Terms. Except as allowed in this Section, these Terms may be amended only by a written agreement signed by both you and Recharge.