Throughout this document, we may use certain words or phrases, and it is important that you understand the meaning of them. The following is a non-exhaustive list of definitions of words and phrases found in this document:
- “Service” refers to the services that we provide through our Site, including our SaaS and our Site itself;
- “Site” refers to our website, www.subscribepro.com
- “Subscribe Pro” refers to our company, known as “SUBSCRIBE PRO INC.”; our Site; our Service; or a combination of all or some of the preceding definitions, depending on the context in which the word is used;
- “User” refers to both paying and non-paying Users of our Service and, without limiting the generality of the foregoing, includes general visitors to our Site;
How Subscribe Pro Works
Our Service consists of flexible subscription management and billing software. Our Service integrates with tokenized payment gateways (Authorize.Net, Braintree, CyberSource, First Data and others) as well as eCommerce website platform software (Magento Enterprise, Magento Community and others).
In order to use our Service, you must meet a number of conditions, including but not limited to:
- You must not be in violation of any embargoes, export controls, or other laws of the United States or other countries having jurisdiction over this Agreement, Subscribe Pro, and yourself. For example, if the Office of Foreign Assets Control prohibits conducting financial transactions with nationals, residents, or banks of your country, you must not use our Service.
- You must be the minimum age required to enter into a contract in the area in which you reside, and, in any event, must not be less than 18 years of age.
- You must not be entering into this Agreement with us on behalf of any natural person other than yourself.
- You agree that if entering into this Agreement on behalf of a legal person (such as a corporation or a limited liability company), that you have the legal authority to do so and you hereby agree that you are binding both that legal person and yourself to this Agreement and both you and the legal person shall be jointly and severally liable for the fulfillment of any duties under this Agreement or any liability incurred by either of you.
- You must provide us with personal information, payment information, and other information that we deem necessary to provide you with our Service.
- You must properly report all income and contracts as required to the Internal Revenue Service and any other governmental entity that may require it. You acknowledge that notwithstanding any features that we may include with our Service, Subscribe Pro is not required to conduct your recordkeeping for you or to report any income information to the tax authorities, including but not limited to recordkeeping for customer subscriptions.
Nature of Service
Subscribe Pro offers services to enable its Users to manage subscriptions with their customers. Unless otherwise stated, Subscribe Pro does not endorse any of the goods or services marketed by its Users or act as a contracting party in relation to any of the subscriptions that their Users may have with them. Any issues relating to unsatisfactory goods or services provided by our Users should be addressed to the relevant User.
Rules of Use
You agree that you will not:
- Violate the laws of the United States, its states, or any foreign political entity having jurisdiction over this Agreement, whether or not the foreign political entity is a country or a subdivision (such as a state or province) or municipality (such as a city, town, county, or region) of a foreign country.
- Post or send anything violent, threatening, pornographic, racist, hateful, or otherwise objectionable according to the opinion of Subscribe Pro or its delegates.
- Infringe on anyone’s intellectual property rights, defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
- Copy, redistribute, resell, transfer, tamper with, reverse engineer or otherwise copy or manipulate any portion of the Service beyond its intended use in relation to third parties.
- Produce derivative works of the Service, including but not limited to software applications or APIs designed to work with Subscribe Pro.
- Hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of the Subscribe Pro Site, Service, or its Users’ computers, or send unsolicited e-mail whether for commercial purposes or otherwise.
- Do anything else which could bring Subscribe Pro into disrepute or violate the rights of any person.
Payment & Refunds
Payment for our Service can be made by means of credit card. Unless otherwise stated, all prices are listed in United States dollars. Additional terms of payment can be found on our Site under the section entitled “Pricing” and are hereby incorporated into this Agreement by reference. You authorize us to rebill you on a monthly basis and at the rates listed until you notify us that you wish to cancel your Service.
You may request a refund within thirty days of commencing your use of our Service and will receive a full refund. If you wish to cancel your use of our Service after that period you may do so but no refunds will be provided, even on a pro rata basis. You will, however, be able to use our Service for the remainder of your paid subscription period after which point your access to our Service will be cancelled.
Chargebacks and Credit Card Cancellations
Where a User conducts a chargeback against Subscribe Pro, that User shall be liable to Subscribe Pro for the full amount of the chargeback as well as any reasonable attorneys’ fees, collection agency fees, court costs, disbursements, and other expenses incurred by Subscribe Pro in its enforcement of its rights under this section.
In the event that a User conducts a chargeback or has their payment for their subscription declined due to credit card cancellation, expiry, insufficient credit, or other reasons, Subscribe Pro may choose to notify the User but reserves the right to immediately terminate the provision of its Service to the User and delete all of the User’s data.
Subscribe Pro’s copyright is important to us as it helps distinguish us from third parties. You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site without receiving our prior written permission.
Users may be permitted to submit content to Subscribe Pro. Such content may include, but is not limited to, photographs, videos, text, audio, and other materials. Whenever submitting content to our Site, you agree that you are granting us a non-exclusive, universal, perpetual, irrevocable, sublicensable, commercial and non-commercial right to use, distribute, sell, publish, and otherwise make use of the content that you submit to us to the extent that it is reasonably useful or necessary for the purpose of providing our Service to you. You warrant to us that you have the right to grant us this right over the content, and that you will indemnify us for any loss resulting from a breach of this warranty and defend us against claims regarding the same.
Subscribe Pro is Software as a Service (“SaaS”) provided on a licensed basis to Users. Subscribe Pro may revoke its license to Users at any time without cause, at which point Subscribe Pro will only be liable to refund the affected User(s) on a pro rata basis.
Subscribe Pro is provided as available, however we will make reasonable efforts to keep the Service operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will provide prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays. You agree that Subscribe Pro shall not be liable for any unavailability of its Service.
“Subscribe Pro” is a trademark used by us, SUBSCRIBE PRO INC., to uniquely identify our Site, Service, and business. You agree not to use this phrase anywhere without our prior written consent. Additionally, you agree not to use our trade dress, or copy the look and feel of our Site or its design, without our prior written consent. You agree that this paragraph goes beyond the governing law on intellectual property law, and includes prohibitions on any competition that violates the provisions of this paragraph, including starting your own competing service.
Revocation of Consent
We may revoke our consent for your use of our intellectual property, or any other permission granted to you under this Agreement, at any time. You agree that if we so request, you must take immediate action to remove any usage of our intellectual property that you may have engaged in, even if it would cause a loss to you.
Representations & Warranties
WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT. TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS.
YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU.
WE ARE NOT RESPONSIBLE FOR ANY FAILURE ON THE PART OF A THIRD PARTY, INCLUDING OUR PAYMENT PROCESSOR OR YOUR CREDIT CARD COMPANY, TO DIRECT PAYMENTS TO THE CORRECT DESTINATION, OR ANY ACTIONS ON THEIR PART IN PLACING A HOLD ON YOUR FUNDS. WE ARE NOT REQUIRED TO DELIVER OUR SERVICE TO YOU OR CONTINUE DELIVERING OUR SERVICE TO YOU UNLESS YOUR SUBSCRIPTION IS PAID IN FULL FOR THE RELEVANT PERIOD OF TIME.
WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE TEMPORARILY OR PERMANENTLY.
THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT. NOTHING IN THE PROVISIONS OF THIS “REPRESENTATIONS & WARRANTIES” SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.
For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law. Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.
IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.
You agree to indemnify and hold us harmless for any claims by you or any third party which may arise from or relate to this Agreement or the provision of our service to you, including any damages caused by your use of our Site or acceptance of the offers contained on it. You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases. You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim, and you shall be liable for the damages as though we had proceeded with a trial.
Choice of Law
This Agreement shall be governed by the laws in force in the State of Maryland. The offer and acceptance of this contract are deemed to have occurred in the State of Maryland.
Forum of Dispute
You agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction in the State of Maryland. Specifically, where the subject matter of a dispute is eligible for it, you agree that any disputes shall be heard solely as a small claim within the District Court of the State of Maryland (“Small Claims Court”).
If a dispute claims multiple claims and one or more of those claims would be eligible to be heard by the Small Claims Court, you agree not to bring the other claims against us and to instead proceed within the Small Claims Court.
If you would be entitled in a dispute to an amount exceeding the monetary jurisdiction of the Small Claims Court, you agree to waive your right to collect any damages in excess of the monetary jurisdiction and instead still bring your claim within the Small Claims Court. At the time of drafting this Agreement, the monetary jurisdiction of the Small Claims Court is $5,000.
You agree that if a dispute is eligible to be heard in Small Claims Court but you would be entitled to an additional or alternative remedy in a higher court, such as injunctive relief, you will waive your right to that remedy and still bring the dispute within the Small Claims Court.
If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.
You agree that the unsuccessful party in any dispute arising from or relating to this Agreement will be responsible for the reimbursement of the successful party’s reasonable attorneys’ fees, court costs, and disbursements.
You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement are deemed to conflict with each other’s operation, Subscribe Pro shall have the sole right to elect which provision remains in force.
Subscribe Pro reserves all rights afforded to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.
Termination & Cancellation
We may terminate your access to our Site and Service at our discretion without explanation, though we will strive to provide a timely explanation in most cases. Our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of this Agreement, in which case you agree that we are not required to provide any refund or other compensation whatsoever.
Under no circumstances, including termination or cancellation of our Service to you, will we be liable for any losses related to actions of other Users.
Assignment of Rights
You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.
We may amend this Agreement from time to time. When we amend this Agreement, we will update this page with the amended version of the Agreement. You must read this page each time you use our Service and your continued use of our Service shall constitute your acceptance of any such amendments.
California Users and Residents
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Subscribe Pro must be addressed to our agent for notice and sent via certified mail to that agent. For our agent’s most current contact information, please send a request firstname.lastname@example.org.
Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone ator (800) 952-5210.
Last Modified: February 7, 2014