Updated on October 22, 2019
These Terms of Service are an important contract between us and you:
If you are opening a Checkeeper account or including this Agreement by reference in an invoice, this contract is between Checkeeper and your organization. You represent that you have the authority to bind your organization to this agreement.
If you are an individual Checkeeper user, this Agreement is between you and Checkeeper.
This Agreement takes effect when you click an "I Accept" button or checkbox presented with these terms, sign a contract that incorporates these terms by reference, register to create an account or, if earlier, when you use any of the Services (the "Effective Date").
Checkeeper, LLC ("Checkeeper", "we", "us" and terms of similar meaning) provides this web site [www.checkeeper.com] and the services provided by or through this web site to you subject to these terms and conditions of use. These terms and conditions of use together with the Checkeeper Privacy Policy (collectively, the "Terms") govern your use of this web site and the services provided.
In these Terms, we call this web site, any successor web sites (together, the "Site") and the software we provide the "Application". The Application includes your use of the Checkeeper API, and the use of the Checkeeper API by third parties authorized through your Checkeeper account to use your User Content (as defined below) through the Checkeeper API.
We refer to the services provided by or through the Application as the "Services".
Please read these Terms carefully before using the Services. By accessing or using the Services you acknowledge that you have read and understood these Terms and agree to be legally bound by these Terms and all policies and guidelines incorporated by reference in these Terms. If you do not agree to be bound by these Terms in their entirety, you may not use the Services.
Checkeeper reserves the right, in its sole discretion, to change, modify or otherwise alter these Terms, or any policy or guideline applicable to the Services, at any time. If we do so, we will make reasonable efforts to communicate these changes to you via email at the email address you provide in your registration information, if any, or we will post a notice in the Application.
Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revised Terms on this Site, and your continued use of the Services after such time will constitute your agreement to be bound by such modified Terms. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated' date at the top.
If you do not agree to the modified Terms, you must stop using the Services. You can cancel your account with us without further obligation. If you have any questions about the Terms, please email us at support@checkeeper.com.
In these Terms, our customers and the persons to whom they give access to their Checkeeper account are called "Subscribers". In these Terms, users of the Services, whether they are Subscribers, members of the Checkeeper forum, people who post comments on the Checkeeper blog, or casual browsers of the Site, are called "Users".
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application.
The Services are not intended to be used by children. You must be at least eighteen (18) years old to use the Services. If we determine that a User is under the age of eighteen (18), we will terminate that User's use of the Services.
We provide certain Checkeeper Services pursuant to a Service Level Agreement and a HIPAA Business Associate Agreement. Those terms from additional agrrements are also incorporated herein by reference and form part of this agreement.
Please refer to Checkeeper'ss privacy policy, available online (the "Privacy Policy") for information on how Checkeeper collects, uses and discloses personally identifiable information from its Users. By using the Services you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
Checkeeper's Application may contain technologies that monitor, record and report to Checkeeper regarding the use of the Application including but not limited to information concerning the devices used to access the Application; and the frequency, type and manner of use of Checkeeper (collectively, "Usage Data"). You agree that Checkeeper may, in its sole discretion, collect and use Usage Data to support, maintain, and improve Checkeeper, and to enforce Checkeeper rights under the Terms. To the extent any Usage Data is personal information within the meaning of applicable law, you hereby: (a) consent to Checkeeper's collection, use and disclosure of such Usage Data for these purposes; and (b) represent and warrant that you have obtained the consent of any individual to whom such Usage Data relates to Checkeeper's collection, use and disclosure of such Usage Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law.
If you register for an account on the Services, you agree to (a) provide true, accurate, current and complete information as may be prompted by any registration forms on the Services ("Registration Data"); and (b) promptly update the Registration Data and any other information you provide to Checkeeper, to ensure it remains true, accurate and complete.
You agree to keep your access credentials (such as passwords, API keys or other information required to access the Service) secure and confidential. You must immediately notify Checkeeper of any unauthorized use (or suspected unauthorized use) of your access credentials. You are responsible for all activity on your Checkeeper account, and for all charges incurred by your Checkeeper account. The access credentials are the property of Checkeeper and may be revoked if you share them with any third party (other than as allowed in the Terms), if they are compromised, if you violate these Terms or if Checkeeper terminates the API Terms.
Further, as a condition of using the Services, you must:
You understand that the Service enables you to print and mail checks, and as such, it is a printing and mailing service and NOT a bill payment service. We do not screen or verify bank routing or account numbers or screen or verify payees and their addresses. We do not track your checks or payments or have any information about your bank accounts or who is authorized to access your bank accounts. Checks are created with your Checkeeper account, and you are responsible for any such checks requested. You are responsible for employing adequate security procedures to keep bank account information secure and to avoid the issuance of unauthorized checks. We shall not be liable for the issuance, printing or delivery of an unauthorized check or payment, and we shall have no liability to You, any third party user or any depositary or payor bank for an unauthorized check. You further agree that we are not liable for or responsible for compliance with any of the laws and regulations governing checks and payments, including without limitation, the laws, regulations and orders administered by the Office of Foreign Assets Control (OFAC) and FinCEN.
You will not use Checkeeper to create fake, forged, deceptive or otherwise fraudulent checks. Check fraud is a punishable federal offense and we take check fraud very seriously. We work closely with authorities to prosecute check fraud. Checkeeper monitors all account activity through a variety of manual and automated tools to ensure the validity of checks being created through the System. We do not disclose these tools used for determining check fraud. If fraudulent check or billing activity is detected within your account we may be immediately, and permanently suspended your System access and you will be found in violation of these Terms. All account information including (but not limited to) I.P. addresses, mailing addresses, payees, bank accounts and credit card information will be shared with both federal and local authorities and an active investigation will begin. The decision to close an account for fraud is final and can not be reversed under any circumstance.
Subscription fees and any other charges for the use of the Application are described on the Site. They may change from time to time. If subscription fees change, we will give you at least 30 days' notice. If they do change, your continued use of the Application after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. Fees for payment transactions are subject to change without notice, unless otherwise prohibited, at the discretion of our payment platform partners. Current pricing can be found here.
All Check Fulfillment Credits purchased are non-transferable and non-refundable. You will not receive repayment for credits you do not use.
Although great care is taken in the production of the Site and description of the Services, typographical, illustrative or pricing errors may occur. We reserve the right to correct errors at any time. All prices are quoted and are payable in United States' Dollars and, unless otherwise stated, are quoted before shipping charges, GST, PST, QST, HST or other applicable taxes which will be added on top of the quoted price, but itemized separately. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called "Content". Content provided by Users, whether they are Subscribers, Customers or other Users, is called "User Content".
User Content is that User's property. Checkeeper's only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 5 and Section 17 of these Terms.
Other than the User Content, the Services, all Content and all software available on or in respect of the Services or used to create and operate the Services (including, without limitation, the Application and the Checkeeper API) is the property of Checkeeper or its licensors, and is protected by United States of America and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Checkeeper.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the sole discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, including through the Checkeeper API, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future.
Therefore, by posting or distributing User Content to or through the Services, you (a) grant Checkeeper and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users (for example, if you authorize third parties to access your User Content through the Checkeeper API), you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in these Terms.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to "modify, adapt, translate, and create derivative works from" are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
Checkeeper grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. The license in this Section is revocable by Checkeeper at any time.
You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law in the United States, and any country in which you are using the Services. These laws include economic sanctions. "Economic sanctions" means United Nations Security Council Resolutions requiring states to restrict or prohibit business activities with certain foreign states, individuals and entities of those states, and non-state actors, and the laws, regulations and policies that restrict or prohibit business activities with certain foreign states, individuals and entities of those states, and non-state actors.
To request permission for uses of Content not included in this license, you may contact Checkeeper at the address set out at the bottom of these Terms.
This Section contains terms and conditions applicable to your use of the Checkeeper API, whether you are a Subscriber or other User, including a developer or operator of a website or application (such a website or application, a "Checkeeper API Implementation", and the developer or operator, an "API Developer") who wishes to use the Checkeeper API for the purpose of including Content in your Checkeeper API Implementation. If you are a Subscriber and you procure a third-party to develop a Checkeeper API Implementation for you, this Section applies to your and their use of the Checkeeper API, and you are responsible for their compliance with this Section to the same extent as though you were developing the Checkeeper API Implementation yourself.
If you are an API Developer and not otherwise a User, your use of the Checkeeper API constitutes your agreement to these Terms. We may change these Terms without notice to you by posting new Terms on the Site. It is your responsibility to review the Site for changes to the Terms. If you use the Services after new Terms are posted, your use of the Services constitutes your agreement to the new Terms. If you do not wish to be bound by the new Terms, cease your use of the Services.
If you are an API Developer and not otherwise a Subscriber or other User of the Services, the license set forth in this Section applies to your use of the Checkeeper API, and the license set forth in Section 6 does not apply to your use of the Checkeeper API. If you are also a Subscriber or other User, the license set forth in Section 6 applies to your use of Content other than the Checkeeper API, and this Section applies to your use of the Checkeeper API.
Checkeeper grants you a limited, revocable, non-exclusive, non-sublicensable license to use the Checkeeper API as provided by Checkeeper, in the manner permitted by the Terms. Such license does not license any other Content to you, including Subscriber Content. If you wish to use your Checkeeper API Implementation to display or deliver any Content provided to us by a Subscriber, you must obtain the prior agreement of that Subscriber to that use, by obtaining a license from the Subscriber, in terms of use governing the use by that Subscriber of your Checkeeper API Implementation, for your use of that Content. This limited license is subject to the usage restrictions set forth in Section 6, and any further restrictions set out in your terms of use and privacy policy agreed to by the Subscriber. If you do not present terms of use and a privacy policy to our Subscribers upon their use of your Checkeeper API Implementation, you may not use the Checkeeper API.
Your use of the Checkeeper API is also subject to the following restrictions. You may not:
You will not attempt to exceed or circumvent limitations on access, calls and use of the Checkeeper API, or otherwise use the Checkeeper API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of these Terms. Checkeeper may monitor your use of the Checkeeper API and, if your application(s) does or will connect the Checkeeper API to five hundred or more systems, Checkeeper reserves the right to limit or suspend access to the Checkeeper API by you or your API client(s) and to contact you to discuss the volume and terms of your API calls.
We reserve the right to rate limit other functionality to prevent abuse, spam, denial-of-service attacks, or other security issues.
Checkeeper has no responsibility to any person for any use or misuse of any Content obtained through the Checkeeper API. If you are a Subscriber, you should consider carefully whether you wish to give an API Developer access to your Content through the Checkeeper API. If you wish to revoke access to your Content through the Checkeeper API, you should change your Checkeeper access credentials or revoke authorization of the Checkeeper API Implementation to your Content. Please contact us at support@Checkeeper.com if you want assistance doing this.
Checkeeper may monitor your use of the Checkeeper API for any reason, including but not limited to: quality assurance, the improvement of Checkeeper products and services, and for verification of your compliance with these Terms. You shall not interfere with such monitoring or otherwise obscure from Checkeeper any aspect of your use of the Checkeeper API. Checkeeper may use any technical means to overcome such interference. Checkeeper may suspend access to the API by you or your API client without notice if Checkeeper reasonably believe that you are in violation of the Terms. You acknowledge that any use by us of your Checkeeper API Implementation for such purpose will not constitute our agreement to any terms of use you purport to require us to comply with in such use.
We take reliability and security seriously, and put a great deal of effort into ensuring that our service operates all the time, and that it is a secure environment for your data. We use what we believe to be "best-of-class" hosting services and security technologies and services that we believe provide you with a secure and safe environment. More information about these services and technologies is available on the Site.
However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use Checkeeper, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Subscribers who enable bank account and routing printing accept these risks to the security of that bank account information. When storing bank account information using Checkeeper Subscribers acknowledge that they are aware of, and accept as satisfactory, Checkeeper's bank account protection procedure. Bank account data is provided by Subscribers, and they are responsible for its protection.
Finally, Checkeeper provides the Checkeeper API to facilitate the use of the Services with other services on the Internet. If a third party is authorized through your Checkeeper account to have access to your User Content through the Checkeeper API, we cannot control and are not responsible or liable for the third party's use of your User Content.
As a service to our users, the Site may contain links to third-party Web sites ("Third-Party Sites") or third-party content ("Third-Party Content") and may provide third-party services ("Third-Party Services"), including payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the "Third Party Materials") or Third-Party Services at your own risk.
Checkeeper makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Services of Third-Party Materials does not imply Checkeeper's endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials. Checkeeper accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Materials, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern, and when you use Third-Party Services their terms and policies apply. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Materials and Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. Examples of such third providers are given in the Schedule to these Terms entitled "Third Party Providers".
The provider of Third-Party Materials and Third-Party Services is solely responsible for such Third-Party Materials and Third-Party Services, the content therein, any warranties to the extent that such warranties have not been disclaimed, any training, support or maintenance for the Third-Party Materials and Third-Party Services, and any claims that you or any other party may have relating to that Third-Party Materials and Third-Party Services or your use of them. You acknowledge that you are purchasing the license to Third-Party Materials and Third-Party Services from the provider of those Third-Party Materials and Third-Party Services; Checkeeper is acting as agent for the provider in providing such Third-Party Materials and Third-Party Services to you; Checkeeper is not a party to the license between you and the provider with respect to such Third-Party Materials and Third-Party Services; and Checkeeper is not responsible for such Third-Party Materials and Third-Party Services, the content therein, or any warranties or claims that you or any other party may have relating to such Third-Party Materials and Third-Party Services or your use of them.
You acknowledge and agree that Checkeeper and its affiliates are third party beneficiaries of the End User License Agreement for such Third-Party Materials and Third-Party Services, and that, upon your acceptance of the terms and conditions of the license to any such Third-Party Materials and Third-Party Services Checkeeper will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
YOUR USE OF THE SITE, SERVICES, SOFTWARE (INCLUDING WITHOUT LIMITATION, THE APPLICATION AND THE CHECKEEPER API), AND CONTENT (COLLECTIVELY, THE "CHECKEEPER SOLUTION"), AND ANY THIRD PARTY MATERIALS OR THIRD PARTY SERVICES IS ENTIRELY AT YOUR OWN RISK, AND EXCEPT AS DESCRIBED IN THIS AGREEMENT, ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHECKEEPER, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY "SUPPLIERS") DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR CONDITION THAT THE CHECKEEPER SOLUTION OR THIRD PARTY MATERIALS OR THIRD PARTY SERVICES ARE OR WILL (A) BE FIT FOR A PARTICULAR PURPOSE, (B) BE OF GOOD TITLE, (C) BE OF MERCHANTABLE QUALITY; OR THEY DO NOT OR WILL NOT INTERFERE WITH OR INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS. FURTHERMORE, THE SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED AS TO THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE CHECKEEPER SOLUTION. CHECKEEPER, ITS SUBSIDIARIES AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE CHECKEEPER SOLUTION IS OR WILL BE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DATA LOSS, ERRORS, THEFT OR DESTRUCTION.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS.
CHECKEEPER, ITS SUBSIDIARIES AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
You waive and shall not assert any claims or allegations of any nature whatsoever against Checkeeper, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the "Released Parties") arising out of or in any way relating to your use of the Checkeeper Solution or any Third Party Materials or Third Party Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Checkeeper Solution or any Third Party Materials or Third Party Services. You use the Checkeeper Solution or any Third Party Materials or Third Party Services at your own risk.
Without limitation of the foregoing, neither Checkeeper nor any other Released Party shall be liable for any direct, special, indirect, incidental, exemplary, punitive, or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Checkeeper Solution or any Third Party Materials or Third Party Services, including without limitation any damages caused by or resulting from your reliance on the Checkeeper Solution or any Third Party Materials or Third Party Services or other information obtained from Checkeeper or any other Released Party or accessible via the Checkeeper Solution or any Third Party Materials or Third Party Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Checkeeper or any other Released Party's records, programs or services.
You shall defend, indemnify and hold harmless Checkeeper and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Checkeeper Solution or any Third Party Materials or Third Party Services, and if you are a Subscriber, from your Customers' use of the Services and from the use of the Checkeeper Solution or any Third Party Materials or Third Party Services by any person to whom you give access to your account (including staff or advisors), including any claims made by any person that any of your, and if you are a Subscriber, your Customers', User Content infringes the rights, including the intellectual property rights, of any third party (collectively, "Indemnified Claims"). Checkeeper reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Indemnified Claims. You agree to reasonably cooperate as requested by Checkeeper in the defense of any Indemnified Claims.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you at the contact information you provide in your Registration Data. Or we may post a notice to Subscribers in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
Subject to the Privacy Policy, if you send to Checkeeper or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how ("User Submissions"), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Checkeeper can use the User Submissions without acknowledgment or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.
The Services are controlled by Checkeeper and operated by it from its offices in Greenville, South Carolina. You and Checkeeper both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Checkeeper explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content or the Services will be governed by the laws of the State of South Carolina and the federal laws of the United States applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) involving Checkeeper and arising out of or relating to (a) these Terms; (b) the Site, the Content, or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content, or the Services; or (d) the relationships that result from these Terms or the Site, the Content, or the Services (collectively, a "Claim"), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the state of South Carolina.
To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Greenville, South Carolina. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
If you choose to access the Services from locations other than South Carolina, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Checkeeper and the other Released Parties for your failure to comply with any such laws.
Notwithstanding any provision of these Terms, Checkeeper reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof and the rights of any third party to which you have granted access to your User Content through the Checkeeper API; (b) block or prevent your future access to and use of all or any portion of the Services or Content and the rights of any third party to which you have granted access to your User Content through the Checkeeper API; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
If your account is inactive for at least six months (as determined by Checkeeper), we may deactivate your account. Deactivated accounts are not deleted – they are placed in storage and can be restored. We will notify you by email if we decide to deactivate your account. If you know in advance that your account will be inactive at some time and don't want us to deactivate it, let us know in advance at support@Checkeeper.com. Checkeeper reserves the right to charge a data storage fee for storage of the information associated with deactivated accounts. If after your account has been deactivated it stays inactive and we don't hear from you, we may terminate it at any time and without notice.
You and Checkeeper may terminate your use of the Services including your agreement to these Terms at any time. When your Checkeeper account is terminated, your User Content will, shortly thereafter, not appear on the Services, except for User Content submitted to public areas of the Site such as the blog, forum, or product reviews, which may remain on the Site after termination. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Checkeeper may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Checkeeper, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Checkeeper regarding your use of the Site, the Content, the Add-ons and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Checkeeper regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only.