ChaChing: Website Terms & Conditions

Terms of Service (“Terms”)

Terms last revised: January 2024.

For the way your data is collected, processed and stored, see: Privacy Policy.

Thank you for using ChaChing. In order to protect the rights and interests of yourself, other users and ChaChing, please read the following Terms carefully before you use the Site, register for any of its services, or transact with ChaChing or the Site.

These Terms of Service (“Terms”) govern the use of ChaChing’s website only; use, registration or otherwise interaction with ChaChing mobile or other applications, including, in particular, ChaChing’s advertising and ecommerce platform, made available or operated by ChaChing from time to time, and other directly related services offered from time to time by ChaChing are governed by their own terms of service included or referenced therein from time to time. ChaChing is owned and operated by ChaChingMe, Inc. (“we”, “us”, or “ChaChing”). “You” or “User” refers to You as advertiser user of the Site or Services. If you access this site from, or for use in, the United Kingdom, the website is operated by, and these Terms govern your relationship with, ChaChing UK Ltd and references to ChaChing shall be deemed references to ChaChing UK Ltd.

BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.

1. Acceptance of Terms; General Information

By using the Site, registering for any of its communication or information services, or any otherwise interaction with the Site, User expressly agrees to be bound by these Terms and represents that User, and any person acting, or purporting to be acting, on User’s behalf in connection with the Site and the Services, is authorized to agree to the Terms and transact and interact as provided for herein. These Terms represent a legal document and govern the rights and obligations between ChaChing and User as well as dealings with other relevant parties. ChaChing reserves the right to refuse the use of the Site or Services with or without reason and is not responsible if User or anyone on User’s behalf or utilizing User’s credentials accesses the Site or uses the Services in any manner that violates applicable laws and regulations or these Terms.

Access to this Site and use of Services are for User’s own use only. The Site is offered and made available only to users which are enterprises in good standing or if natural persons who are 18 years of age or older; any representative of a commercial User is required to be 18 years or older. By using the Site, You represent and warrant that You are of legal age and of legal capacity to enter into these Terms with ChaChing and meet all further eligibility requirements, if any. If you are a legal entity, You represent at that you are validly incorporated and existing and are duly represented. If You do not meet all of these requirements for whatsoever reason, You must not access, register or use the Site. ChaChing does not knowingly collect or maintain personal information from persons under 18 years of age or lacking legal capacity. Access to the Site and the Services are for User’s own use only, and User may not resell, lease, or provide them in any other way to anyone else.

Definitions

Unless otherwise provided for herein, defined terms shall have the following meaning ascribed to them.

“Advertiser” means a user interacting with the Site with the intent of selling or promoting goods and services through ChaChing platforms or programs and soliciting Consumer interest and purchases irrespective of whether its own goods and services or as agent, distributor or otherwise representative of a merchant.

“Consumer” means a User interacting with the Site with the intent of participating in ChaChing platforms or programs by purchasing goods and services.

“Fair Use” has the meaning provided for in Clause 5.ix.

“Personnel” means any officer, employee, contractor or consultant of ChaChing. “Services” means the Site, including, inter alia, operation of any of its functionalities, and any other directly related services offered from time to time by ChaChing on or through the Site.

“Site” means the ChaChing website made available or operated by ChaChing in connection with its cash back and rewards platform and program from time to time.

“Supplier” means a third party provider of services to ChaChing for the purpose of operating the Site, Services or any aspect connected thereto.

“User Team” means any individual interacting with the Site on behalf of or otherwise with the knowledge of User or directly or indirectly using User’s access data or access infrastructure or purporting to be such an individual in connection with access or use of the Site.

“ChaChing Entities” shall have the meaning provided for in Clause 18.ii.

2. Scope of the Terms

i. In addition to the provisions contained in these Terms, the privacy policies, statements, rules for use, and other relevant policies announced by ChaChing on the Site from time to time constitute the content of the Terms, which shall be incorporated by reference and have the same effect as these Terms. Where such privacy policies, statements, rules for use and other relevant policies are incompatible with these Terms, the more specific provisions, and absent that the more recent provisions, shall have pre-eminence.

ii. If You do not agree to be bound by any of these Terms, You shall not use the Site or the Services in any way.

3. Changes to Terms

i. Based on various factors such as, inter alia, compliance, legal and regulatory environment, security, streamlining, enhancement of User experience, or industry practice, ChaChing may in its sole discretion at any time unilaterally make changes to the Site, the Services, their features or functionalities, entity to operate the Site or Services, or adjust or change the content of these Terms without consent of, or any liability to, the User, even though these changes may affect Your user experience or otherwise Services.

ii. In case of any adjustment of or change to the Terms, ChaChing may in its discretion elect to notify User in accordance with these Terms and any applicable privacy policy or privacy statement or rules of use by electronic mail or statement on the Site or on the User registration or account interface, if any. Notification will be deemed sufficient and delivered if made in accordance with any of the foregoing.

iii. Where User has elected to register for any Services, it is User’s responsibility to keep User’s contact details up to date. If User does not agree to an adjustment of or change to the Terms, User shall immediately cease using the Site or Services. If User continues to use the Site or Services, User shall be deemed to have agreed to the adjustment of or change to the Terms then in effect.

iv. All changes provided for in this Clause 3 shall remain subject to mandatory applicable laws and regulations. Where laws and regulations are mandatory for a specific geographic region, service or user, they shall apply to such area, service or user only.

4. Interaction with Participating Users and Third-Party Terms

In access and use of the Site and the Services, User may be subject to additional terms, rules, policies, and conditions. By using any part of the Site and using our Services, User allows ChaChing to share the relevant information about User or User’s organization provided to us by User, if any, with our participating ChaChing platform or program partners and service providers for purposes of operating the Site, the Services and general ChaChing platform or program marketing only and advertising regardless of User’s actual interaction such other partners.

5. Usage; Security

i. Where User is a legal entity, the individual acting or purporting to act on behalf of the User represents, and by continuing to use the Site is deemed to have represented, on its own behalf and that of the User, to at all times be appropriately authorised by User to act on such User’s behalf in taking actions and making and receiving notifications. User agrees to be bound by the actions of the User Team and that all actions by, and information obtained by, its representative and User Team are fully attributable to User. If any User or member of User Team is a person not of legal age or under assistance or a person who has become subject to an order of guardianship, preliminary, permanently or otherwise, User shall not continue to use the Site or the Services, until the consent of the legal representative, guardian or assistant is obtained and evidenced to the satisfaction of ChaChing. If any individual’s capacity is deficient, User shall be jointly liable with such individual’s legal representative, guardian, or assistant, especially if, inter alia, such legal representative, guardian, or assistant has failed to sufficiently and diligently ensure that such person did not have access to electronic media allowing him/her to access the Site or Services.

ii. Where User provides data to ChaChing, User confirms such data to be accurate and complete personal data and company data, as the case may be, and shall update such data at any time there is any change. If information provided by the User is false or not updated in good time, resulting in direct or indirect damages to ChaChing, User agrees to hold ChaChing harmless of such damages including related legal and enforcement costs.

iii. At no time shall User or User Team communicate or post content, that may be deemed unlawful, unethical, seeking to pass off, in breach of the Terms or user rules of the Site or Service, or otherwise be considered as intentionally offensive.

iv. ChaChing may at its discretion conduct detailed or cursory user or background verification either directly with its own resources or through third party services. User authorizes ChaChing to conduct such verification enquiries and communicate information to such third party providers for this purpose.

v. Use of the Site is granted to User only. It is prohibited to temporarily or indefinitely donate, borrow, rent, transfer, sell access or otherwise make the registration details, including where applicable, username, or password accessible to any individual or legal entity other than User. User and User Team, if any, shall take the necessary actions and precautions to safeguard access information details and only access the site from a secure environment and through legally licensed software and duly authorized and secure internet access.

vi. Subject to the Terms and all applicable rules, laws and regulations, ChaChing grants User a limited, revocable, non-transferable and non-exclusive license to access, use or display the Site content (excluding software or otherwise source codes or similar), only for User's good faith and fair use and related only to the due and good faith use of the Site or Services. User shall not access, use, reproduce, redistribute, copy, adapt, modify, license, sell, transfer, publicly display, publicly execute, transmit, broadcast or otherwise develop derivative works of the Site or Services or the Site’s or Services’ content, or links to third party services contained therein, or otherwise use such content to compete with, or further third parties’ competition with, the Site or the Services. If User downloads or prints a copy of the content of the Site or Services for permitted use, ChaChing shall retain the exclusive copyright and other proprietary notice prompts related to the downloaded or printed content. User, User Team or anyone accessing the Site may in no case reverse engineer, deconstruct, use any part for machine learning or AI, scrape, crawl or otherwise use spiders, software or other devices to collect any content, user information, or part thereof, other than expressly provided for in these Terms.

‍vii. User and User Team, if any, shall keep access information and methods and security properly safeguarded. If User has any indication, suspects or finds that there may have been any form of illegal access through its infrastructure or that there is any abnormal situation that could adversely affect the security of the Site, the Services or security of use, User shall notify ChaChing immediately and cease any related action. ChaChing may immediately suspend in whole or in part access, activity and subsequent processing of any communication or similar. ChaChing shall in no case be liable to compensate User, User Team or any third party in connection with the management, maintenance, operation or security of User access or use of the Site or the Services or in case any User data or details are used or accessed by a third party.

viii. User agrees to use the Site in good faith, reasonably, and with due regard to the interests of ChaChing as well as all participants and users to maintain ChaChing operational as a safe and efficient environment (“Fair Use”).

ix. All actions or omissions of anyone accessing the Site or Services on behalf or User or utilizing any User infrastructure, including User Team, if any, are at all times fully attributable to User irrespective of knowledge of User, legality of access, or any direct or individual liability or accountability of the person conducting such actions.

6. Contents of this Site

i. All ChaChing or third party content, including without limitation, any descriptions and images of, and references to, third-party products or portions of the Site or Services available in connection therewith, advice, review, recommendation or opinion, promotion, and market review or information, or opinion pieces are provided on or through the Site or Services for informational purposes only, and, where produced or reproduced from third party courses, should not be construed to indicate that any such third party content is endorsed by ChaChing in any form, nor is there any representation or warranty by ChaChing that such content is reliable, accurate, timely, complete, effective, or safe for User’s use to base commercial or other market relevant decisions on or to replace User’s own careful due diligence. All third party content, including without limitation, any descriptions, images, references, features, content, specifications, and services and values, or promotion featured through the Services are subject to change at any time without notice.

ii. The Site or Services may contain testimonials, reviews or statements provided by users or third parties. Such content is provided to the Site by such users or third parties and we do not control nor independently verify the testimonial content. If you have objections or otherwise wish to notify ChaChing of any comments or queries in relation to such testimonials, reviews or statements, you may do so without delay to legal@chaching.me and include ‘Submission and Content Review’ in the subject line; without such designation, ChaChing will not be able to attempt timely review. Irrespective of such notification and actual review, in no case shall ChaChing be held liable for any action or omission or lack of action or timeliness in respect thereof and these shall remain entirely in ChaChing’s discretion. At no time shall ChaChing be liable to User or any third party if adverse circumstances may have occurred or persisted for any amount of time prior to ChaChing becoming aware of such content and, at its discretion, conducting a review or suspending or removing such content.

iii. If you at any time find that any content may be in contravention of above circumstances, please immediately contact: legal@chaching.me with ‘contravention’ in the subject line and an in-detail description of the relevant circumstances including screenshots where possible; without such designation, ChaChing will not be able to attempt timely review. ChaChing may in its sole discretion determine whether and, if so, how to reply to such notification or provide any further information of its review process. Irrespective of receipt of such notification and actual review, ChaChing shall in no case be held liable for any action or omission or lack of action or timeliness in respect thereof and these shall remain entirely in ChaChing’s discretion.

iv. You may link to our homepage, provided You do so in a way that is in good faith, fair use, and legal and does not damage our reputation or take advantage of it, but You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent. In no case may you link to a or from a site that expresses views or displays content that is, or could be deemed to, able to create reputational harm or otherwise create the appearance of unwanted association with views or content that could be deemed offensive or result in reputational harm. The Site may provide certain features in connection with social media that enable You to: i) link from Your own or certain third-party websites to certain content on the Site, or ii) cause limited portions of content on the Site to be displayed or appear to be displayed on Your own or certain third-party websites. You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with these Terms and any additional terms and conditions we provide with respect to such features. Subject to the foregoing, You must not: i) establish a link from any website that is not owned by You, ii) cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking, iii) link to any part of the Site other than the homepage, iv) otherwise take any action with respect to the materials on the Site that is inconsistent with any other provision of these Terms. While ChaChing shall bear no liability whatsoever for the website to or from which You are linking, or on which You make certain content accessible, it must comply in all respects with the content standards set out in these Terms. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion. However, we cannot, and do not undertake to, review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.

7. User prohibited conduct User recognizes that the following actions and conduct are specifically prohibited:
• Using false information or using others' data or information;
• Transfer, lease, or lend the User or access data to others for their use;
• Conduct that is capable or designed to disrupt the purpose of the Site or good faith use by other users or third parties;
• Using the Site or Services in a way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US, UK, EU, or other countries);
• Impersonating or attempting to impersonate ChaChing, a ChaChing employee, another user, or any other person or entity (including, without limitation, by using email addresses or user names associated with any of the foregoing);
• Engaging in any other conduct that, as determined by us, may harm ChaChing, third party suppliers or users of the Site, or expose them to liability;
• Stating or disseminating or advertising or linking to content that is capable or designed to damage the personal or business reputation or business and property interests of ChaChing or other users or third parties;
• Linking to, from, or publishing on the Site, in whole or in part, content the nature of which is, in whole or in part, obscene, pornographic, promoting or enabling substance abuse or the trading of illegal substances, supporting gambling, violence, terror, or abetting hate or crime, fraudulent, or false and untrue, insulting, slanderous, threatening or violating third parties’ privacy;
• Accessing the Site or Services through expert systems, electronic agents, “bot” or other automated means;
• Using scripts, hidden or disguised code, or disguised redirects to derive financial or other undue benefit from ChaChing, the Site or the Services; and
• Obtaining, deleting, altering, or interfering with the electromagnetic records of computers or related equipment of ChaChing, the Site or Services or others by way or data manipulation, phishing, computer programs or other direct or indirect physical, electromagnetic or other actions or means.

8. Breach of Terms; ChaChing Remedies

‍i. In case of an actual or alleged violation of the Terms by User, or attributable to User, ChaChing has the right to take such actions it reasonably deems appropriate, including but not limited to, deleting, suspending, hiding, modifying, or removing illegal, infringing and inappropriate content or otherwise material from the Site, terminating User's use, access or accreditation, banning User from access or use of all or part of the Site or Services, and has the right to take appropriate legal action against User and User Team; ChaChing may at its discretion, cooperate with authorities or public offices or third parties in any investigations of misconduct or breach including the provision of records of User details, investigating User or User Team origins and details, or User or User Team access origin or activities, account activities or access history. ChaChing shall in no case be liable to any User, User Team or any third party for any disruption, inconvenience or damage that may arise from the actions set forth above. ChaChing shall not be required to provide copies or statements of deleted or restricted or otherwise investigative account activity to User. ChaChing may privately or publicly communicate, and contract, such actions to third parties as ChaChing deems fit.

ii. All content, software programs, picture arrangements, images, text compositions, brands, trademark/identifications, service names and intellectual property rights of the Site and Services, other than express references to established third party brands or trademarks, or expressly referenced as third party sources, are owned or licensed by ChaChing, and shall not be used, copied, reproduced or otherwise processed without written authorization by ChaChing.

iii. User confirms that User or anyone in violation or otherwise unlawfully – as provided for herein or by laws or regulation - interfering with, those rights of ChaChing or its licensors shall bear all legal liability and ChaChing may claim direct and indirect damages resulting in whole or in part from such violation or interference including reasonable legal or enforcement costs and expenses. In case that User or User Team breach the Terms and such breach in whole or in part results in direct or indirect damages to ChaChing or the Site, ChaChing may claim damages from User.

iv. In case of any actual or suspected malware, ransomware, or otherwise deemed malicious attack, phishing attack, denial of service attack, data theft, or similar actions, where such actions are perpetrated by, or with the active or tacit aid of, or through the access infrastructure, accreditation, or otherwise hardware or software programs of User, User Team or generally utilizing in whole or in part User’s infrastructure or access data or as a result thereof by a third party utilizing any part of Site functionality or software vulnerability, the relevant User, User Team, and third party (if any) jointly and severally accept liability for any and all direct and indirect damages caused in whole or in part, including inter alia, loss of reputation, of ChaChing and, in addition, liquidated damages of no less than ten thousand US Dollars for each incident and each user adversely effected. USER, USER TEAM AND ANY RELEVANT THIRD PARTY, WHETHER IT WAS AN ACTIVE OR PASSIVE PARTICIPANT AND IRRESPECTIVE OF WHETHER SUCH PARTY HAS ACTUAL KNOWLEDGE, CONSENT AND AGREES THAT CHACHING MAY USE ANY AND ALL ACTIONS AND MECHANISMS OR SOFTWARE PROGRAMS, COOKIES, TRACKERS, INTRUSIVE OR PASSIVE, INCLUDING ACTIVE MEASURES SUCH AS, E.G., TRACKER BEACONS, HIDDEN OR OVERT, TO INVESTIGATE AND PURSUE AND ENFORCE ITS INTERESTS TO THE MAXIMUM EXTENT PERMITTED BY LAW; THE PARTY IN BREACH OR SUSPECTED TO BE IN BREACH, OR THE THIRD PARTY, SPECIFICALLY CONSENTS TO THE USE OF SUCH TOOLS BY CHACHING OR THIRD PARTIES CONTRACTED BY CHACHING AND WAIVES ALL RIGHTS (IF ANY) IN CONNECTION THEREWITH.‍
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9. Account suspension; Termination

i. ChaChing may at any time unilaterally decide to restrict, block, suspend, disable, or cancel all or part of User’s usage of or accreditation to the Site or the Services. In case User has not logged in for an extended period of time, ChaChing may deactivate accreditation (if any).

ii. User can at any time terminate the use of the Site or the Services or request ChaChing to terminate or delete accreditation (if any). If User requests deletion of accreditation, ChaChing may following deletion retain certain User and User Team data and use history for a period of six months, or for such other period as is in ChaChing’s determination required by any relevant policies, including inter alia ChaChing data retention policy, accounting or auditing requirements, or applicable laws and regulations, unless otherwise provided for in the relevant policies from time to time.

iii. Termination or expiry shall not affect any accrued rights or obligations. Clauses that by their nature are designed to create ongoing effect, such as, inter alia, confidentiality, non-disparagement, protection of intellectual property, use of information or past access to unduly interfere with ChaChing’s platform, prohibited use, data retention, compliance, indemnifications, or data processing by third parties, and those related to dispute resolution, shall survive expiry or termination of User’s access to the Site or the Services for a period of three years or such other period as is required to enable ChaChing to comply with its contractual, legal or compliance obligations or best practice; ChaChing may amend such periods from time to time.

10. Service

User understands and agrees that ChaChing may, in addition to procedures otherwise set forth herein, to the maximum extent permitted by applicable law use electronic document transmission, mobile phone SMS or email for service of written notices or service of process, in each case utilizing and relying on the data provided by User.

11. Intellectual Property Rights; Links

i. The ownership of the User accreditation (if any) on the Site belongs to ChaChing. Text, graphics, editing contents, charts, designs, photos, images, logos, fonts, and other contents on the Site are owned or licensed by ChaChing and protected by, inter alia, all applicable laws and regulations or, where applicable, of jurisdictions of the respective licensor of ChaChing. User shall not engage in any act in violation of the laws and regulations governing intellectual property rights.

ii. Where the Site contains links or redirects to third party content, whether or not licensed by ChaChing, or where User links or redirects to its or third party content, User recognises that ChaChing does not control such third party content or sites and agrees that ChaChing shall not be responsible for the availability or content of such sites, does not endorse them or make any representations in connection therewith. User shall observe all terms and conditions related to such link or redirect and not take any action in breach of the intellectual property of contractual use of such third party content or services or otherwise interfere with the good faith use, or terms of licensing, of such third party content or services and hold ChaChing harmless against any legal claims or demands or any direct or indirect damages ChaChing may suffer from such actions including, as the case may be, termination or suspension, in whole or in part, of ChaChing’s or the Site’s access to such User or third party content or services.

12. Confidentiality

User who in connection with their use of the Site or the Services obtains or utilises information provided by ChaChing, the Site or by other users or service providers that has not been publicly disclosed in good faith shall keep such information safe, confidential, only use it in accordance with the Terms and not disclose such information without the prior written consent of ChaChing or the relevant third party other than to comply with mandatory laws, rules and regulations. User shall be responsible and liable for any actions by User Team or otherwise employees or representatives or anyone utilizing User’s access data or systems.

13. Limitation of liability; Disclaimer; Indemnification

i. Neither ChaChing nor any process provider or otherwise supplier shall be liable for any damages, direct or indirect, including consequential, User, User Team or any third party may suffer as a result, in whole or in part, of using or accessing the Site or the Services, or any third party site or service as a result of a link or redirect, including, inter alia, loss or theft of data, system or data security breaches, system failure or disruption of service, malware or hacking, phishing attacks, damage to electronic equipment, irrespective of whether these occur in whole or in part as a result of action by ChaChing or third parties, save only to the extent directly and solely caused by wilful acts of ChaChing as a corporation.

ii. ChaChing and any third party provider of ChaChing shall not be responsible or liable for any User, User Team or third party conduct on the platform, nor shall it be liable for any damage suffered by any person as a result of such User or third party conduct.

iii. To the extent ChaChing and any third party provider of ChaChing is by virtue of law, these Terms, or otherwise found to have any liability in connection with the Site, the Services, liability shall be limited to resupply of the Services and in case of any losses or damages (whether in contract, tort, or otherwise) not otherwise excluded by these Terms total liability will not exceed the total amount of the fees or payments paid by User to ChaChing under the disputed transaction.

iv. ChaChing has no obligation to review content posted by User, ChaChing, or otherwise by a third party on the Site (where such functionality is provided), or contained in any opinions piece, or in any news or otherwise data or information referenced, and is in no case responsible or liable for the content, authenticity and correctness of information provided or posted irrespective of whether it has conducted a content review in specific cases.

v. The content of the Site is in whole or in parts uploaded, downloaded, provided or maintained by ChaChing and certain third parties. ChaChing only collects, arranges and displays the content through the Site in accordance with set protocols and procedures making it available for review by other users. We take reasonable steps to provide the Site and the Services in a secure, timely, accurate and complete manner. However, it is possible that information provided through the Site or the Services may be incorrect or not current. Further, the Internet has inherent risks, and neither we nor any service providers can guarantee that your access to and use of the Site and the Services will be uninterrupted or error free or that the Site, the Services, or sites to which they may link, will be free from incorrect information, loss, corruption, attack, interference, hacking or other security intrusion. You understand that we cannot and do not guarantee or warrant that files linked to or available for downloading from the internet or the Site will be free of viruses or other destructive code.

vi. The Site, Services and any content provided through the website and mobile applications are provided on an “as is” and “as available” basis. No warranty of any kind, implied, expressed, or statutory, including but not limited to the warranties of non-infringement of third party rights, title, fitness for a particular purpose, and freedom from computer virus, is given with respect to the services, the mobile applications or any hyperlinks to other internet resources.

vii. The disclaimer of warranties, limitation of liability and indemnification provisions shall apply to the fullest extent permitted by law. Knowledge or unauthorized expression of opinion by any Personnel of any fact or circumstance that could give rise to liability of ChaChing, criminal, regulatory or otherwise and in all case subject to these Terms, shall only be attributable to ChaChing, if such fact or circumstance has been expressly identified and expressly brought to the attention of an officer or director of ChaChing in writing and ChaChing has not acted in its reasonable discretion despite a sufficient and reasonable lapse or time taking through investigation and legal or other assessment into account.

viii. Neither ChaChing nor Personnel will ever request password information (if applicable) from a User and User and User Team shall not disclose such data to ChaChing or any other user or third party.

14. Governing Laws and Jurisdiction

i. Any interpretation of, dispute, claim or controversy arising out of or in connection with these Terms or the use of the Site or Services shall be governed by and construed in accordance with the laws of England and Wales, including competence and principles of conflicts of law. The headings used in this Agreement are for convenience only and shall not be considered in the interpretation or construction of this Agreement.

ii. By using the Site or Services is site in any way, you unconditionally consent and agree that: (1) any claim, dispute, or controversy (whether in contract, tort, or otherwise) you may have against ChaChingMe, Inc. or ChaChing UK Ltd., and/or its parent, subsidiaries, affiliates and each of their respective current or former members, officers, directors and employees (all such individuals and entities collectively referred to herein as the “ChaChing Entities”) arising out of, relating to, or connected in any way with the Terms, the Site or the Services, determination of the scope or applicability of this agreement to arbitrate, including any competence matters, will be resolved exclusively by final and binding arbitration conducted in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration shall exclusively be London, England. The language to be used in the arbitral proceedings will be English. Each of the Parties shall bear its own cost of preparing and presenting its case. The arbitrator shall not have the power to award punitive damages against You or any ChaChing Entity. The costs of the arbitrator shall be shared equally between the Parties. Judgment upon any award rendered by the arbitrator(s) may be entered for enforcement in any court having jurisdiction thereof. With respect to any disputes or claims mandatorily not subject to arbitration, the Parties agree to submit to the exclusive jurisdiction of the courts in Dublin, Ireland. Notwithstanding the above provisions, either Party has the right to obtain timely injunctive or otherwise interim relief from any courts having jurisdiction for such limited or interim relief. ChaChing may continue with the operations of the Site and the Services the existence of the dispute notwithstanding.

iii. You may not act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any claim in connection with the Site, Services or Terms. Claims may not be arbitrated on a class or representative basis. You and ChaChing hereby waive any right to a jury trial of any claim.

iv. DEPENDING ON THE RELEVANT JURISDICTION, THIS SECTION MAY LIMIT CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR CHACHING WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

15. Miscellaneous

i. If any provision of these Terms is finally found to be invalid or unenforceable by the competent courts, the remaining provisions of the Terms shall remain valid except that such provision shall be interpreted in a manner closest meeting the risk allocation originally intended and, only where such is not possible, be removed from the Terms.

ii. User may not transfer or assign any of the rights or obligations contained in these Terms as they pertain to User. ChaChing may at any time assign or transfer all or part of the Site or Services and Terms, including accounts connected thereto, to a third party without User’s consent if ChaChing in its sole discretion deems it desirable or necessary for its business.

iii. Any time allowed or indulgence or leeway given by ChaChing in exercising any right, power or privilege in connection with these Terms shall not constitute a waiver hereunder, nor shall any single or partial exercise thereof preclude any further exercise of any right, power or privilege. Any cause of action or claim you may have arising out of or relating to these Terms or the Site must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

‍iv. Nothing in these Terms shall be interpreted to create any agency, appointment, employment, joint venture, or franchise. User confirms and agrees that there are no third parties that have an interest in these Terms.

v. ChaChing may operate the Sites and the Services in the United Kingdom. ChaChing may, however, at any time operate the Site or the Services from a different location or employ third party service providers located in, or third party content generated in, third countries in which case ChaChing may transfer data (in accordance with ChaChing’s privacy policies and privacy statement and other relevant policies) or receive and store User, Site or Service data and operate processes in such countries including customer and other services.

vi. If you have any questions about these Terms or matters in connection therewith or related to Site use or personal data protection, please contact us at support@chaching.me, and we will seek to reply as soon as possible.

vii. If You access the Site and Services from outside the United Kingdom o otherwise its place of operation from time to time, You shall carefully consult local laws and regulations to ensure Your actions meet required standards of compliance, customs and legality of access to the Site and Services, content and nature of purchase or procurement offers or tender offers in response thereto and Your general use of the Site and Services and conduct in connection with the ChaChing platform. If You have any reservations, queries or cannot positively establish full compliance and legality of Your actions or conduct, do not register, access or otherwise use or continue to use the Site or Services until you have sought appropriate legal advice. Solicitation, trade, handling or otherwise promotion of certain goods and services may be legal in your jurisdiction but not in the United States and vice versa. In no case can ChaChing be held liable or responsible for conducting such review or for any damages, fines or penalties resulting in connection therewith and User shall hold ChaChing harmless from any damages, loss or liability in connection with such activities as further provided for in the Terms.