SPRCHRGR Subscription Service Terms
last updated December 20, 2024
prior version here
These Subscription Service Terms (these “Terms”) are supplemental to the terms posted at https://sprchrgr.com/terms-of-service and are incorporated by reference into each order for Subscription Services submitted by a customer (the “Customer”, “you” or “your”) to SPRCHRGR (“SPRCHRGR,” “we,” “us,” or “our”) whether such order is set forth in a purchase order or statement of work that is countersigned by SPRCHRGR or an online order processed through any of SPRCHRGR’s websites (https://sprchrgr.com and https://sprchrgr.app) or by email or similar digital communication platform (as applicable, an “Order”).
SPRCHRGR may modify these Terms from time to time by posting revised terms on its website and any such modification will be effective and binding on Customer thirty (30) days after such modification is posted at https://sprchrgr.com/subscription-service-terms.
1. Definitions. The following capitalized terms are used as defined:
1.1. If not defined below, other capitalized terms herein are used as defined in the terms posted at https://sprchrgr.com/terms-of-service.
1.2. “Activation” means, SPRCHRGR making the System available in an active environment on a date agreed to by the parties. SPRCHRGR may delay the Activation Date, in SPRCHRGR’s sole discretion, based on Customer’s preparedness and data retrieval status.
1.3 “Activation Date” means, with respect to Subscription Services covered by an Order, the first to occur of (i) the activation date indicated in the Order, or (ii) the date on which the Subscription Services are provisioned by SPRCHRGR to Customer.
1.4. “Custom Development” means Software developed by SPRCHRGR specifically for Customer reflected on an applicable Order.
1.5 “Software” means SPRCHRGR’s proprietary software that is owned by SPRCHRGR, including any updates, customizations or enhancements thereto including any Custom Development, provided under this Agreement and accompanying documentation and all ideas, concepts, methods and techniques embodied therein.
1.6. “Subscription Services” means the services that SPRCHRGR is obligated to provide as indicated in an applicable Order.
1.7 “System” is used as defined in the Order.
2. Customer Decisions.
2.1. Point(s) of Contact. Customer will designate one or more primary point(s) of contact with managerial and decision-making authority who is/are authorized to communicate with SPRCHRGR regarding this Agreement, the Subscription Services, and any changes hereto. Customer acknowledges and agrees that SPRCHRGR is entitled to rely on instructions and requests from Customer’s designated point(s) of contact.
2.2. Customer Responsibilities. Customer is solely responsible for providing all equipment and connectivity needed for its authorized users to use the System.
3. Customer Accounts and Security.
3.1. Account Security. Customer is solely responsible for maintaining the confidentiality of Account passwords. Customer agrees to notify SPRCHRGR immediately at appsupport@sprchrgr.com if Customer becomes aware of any unauthorized use of their password or Account.
4. Intellectual Property Rights.
4.1. System, Software and Services. SPRCHRGR grants Customer a limited, non-exclusive, non-transferrable, non-sublicensable, non-assignable license to use the System, Software, Custom Development and Services as set forth in this Agreement. SPRCHRGR retains all right, title and interest in and to its Subscription Services, the System, Custom Developments, and the Software. Apart from a limited right and license to utilize the System as part of the Subscription Services, Customer is not acquiring any right or license to the System, the Third-Party Site, Custom Developments, or the Software as a result of this Agreement. Customer acknowledges that SPRCHRGR’s Intellectual Property Rights in the System, Custom Developments, Software and Subscription Services include both a copyright interest as well as a trade secret interest in the secret features, functions, operations, methodologies, capacities and method of action of the Software, all of which are maintained in secrecy and confidentiality by SPRCHRGR. All rights not granted expressly to Customer are reserved to SPRCHRGR.
4.2. Restrictions. Customer may not, and may not allow any third party to: (i) attempt to disassemble, reverse engineer, reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means or disclose any of the foregoing, (ii) use the Software or any SPRCHRGR Confidential Information in any way to create any software that performs functions that are the same as, or similar to, those performed by the Software, (iii) provide, rent, lease, lend, or use the Software for timesharing, subscription, or service bureau purposes, or (iv) sublicense, transfer or assign any of the rights or licenses granted under this Agreement. Customer shall not: (x) use the Software for storage, possession, or transmission of any information, the possession, creation or transmission of which violates any foreign, state, local or federal law or regulation or industry standard; or (y) transmit Customer Data over, or use Customer Data in connection with, the Software, in any manner that infringes upon or misappropriates any third party right.
5. Fees; Taxes; Term and Termination.
5.1. Fees. Some Service features may only be accessed and used after payment of applicable Fees. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SUBSCRIPTION SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED "AS-IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES.
5.2. Subscription Term. Your Subscription Term begins once you register for your SPRCHRGR Account and is the billing cycle that you selected for your SPRCHRGR Account, or if purchasing the Service by a SPRCHRGR Order form, then the Subscription Term listed on your Order form.
5.3. Auto-Renewal. UNLESS YOU DOWNGRADE OR CANCEL YOUR SUBSCRIPTION AT LEAST THIRTY (30) DAYS PRIOR TO YOUR RENEWAL DATE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR ANOTHER SUBSCRIPTION TERM ON THE SAME PLAN (OR IF NO LONGER AVAILABLE, A SUCCESSOR PLAN) AND FOR A PERIOD EQUAL TO YOUR THEN-CURRENT SUBSCRIPTION TERM. All renewals are subject to the applicable Subscription Service and plan continuing to be offered, and will be subject to the then-current Fees applicable to the renewed Subscription Service.
5.4. Plan Changes, Cancellation, and Termination by You. You can upgrade your plan, cancel your renewal, or delete your SPRCHRGR Account by following the steps outlined in the knowledgebase accessible at https://kb.sprchrgr.app/. For the avoidance of doubt, the following do not constitute cancellation of a paid plan or termination of your SPRCHRGR Account: (i) an email, chat, or phone request to cancel your SPRCHRGR Account; (ii) revoking or suspending any form of payment put on record with SPRCHRGR to pay your SPRCHRGR Account Fees; or (iii) any cancellation or termination confirmation from a party other than SPRCHRGR.
5.5. Termination and Suspension by SPRCHRGR. We reserve the right, upon notice to you, to terminate or suspend your SPRCHRGR Account and/or our Subscription Service to you at any time and for any reason, including if: (a) SPRCHRGR determines that you are (i) in breach of or otherwise acting inconsistently with these Terms or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to SPRCHRGR; (b) SPRCHRGR determines it is required by law to terminate your account; or (c) SPRCHRGR decides to stop providing the Subscription Services or critical portions of the Subscription Services. If we terminate or suspend your SPRCHRGR Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your SPRCHRGR Account for cause, including (without limitation) for a violation of these Terms.
5.6. Termination for Insolvency. Either party may, at its option and upon notice to the other party, terminate this Agreement, effective immediately, should the other party: (1) admit in writing its inability to pay its debts generally as they become due; (2) make a general assignment for the benefit of creditors; (3) institute proceedings to be adjudicated a voluntary bankrupt, or consent to the filing of a petition of bankruptcy against it; (4) be adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (5e) seek reorganization under any bankruptcy act, or consent to the filing of a petition seeking such reorganization; or (6) have a decree entered against it by a court of competent jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in insolvency covering all or substantially all of such party’s property or providing for the liquidation of such party’s property or business affairs.
5.7. Effect of Termination. Once you delete your SPRCHRGR Account, neither your SPRCHRGR Account nor your Customer Data can be restored or recovered in any way. If you do not log in to your SPRCHRGR Account or have any active transactions processed through our technology for twenty-four (24) or more months, we reserve the right to designate your SPRCHRGR Account as "inactive" and delete the SPRCHRGR Account and/or all the data associated with it. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.