ChaChing: Website Terms & Conditions

ChaChing 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 register with the Site, transact with ChaChing or the Site, other users or use the Services.

These Terms of Service (“Terms”) govern the use of the ChaChing’s mobile or other applications and the website made available or operated by ChaChing from time to time and other directly related services offered from time to time by ChaChing. ChaChing is owned and operated by ChaChing Me Inc. (“we”, “us”, or “ChaChing”). “You” or “User” refers to You as advertiser user of the Site or Services.

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

1. Acceptance of Terms; General Information

By registering with, or using, the Site or any related application or Services, 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 users and other relevant parties. ChaChing reserves the right to refuse any party the use of the Site or Services with or without reason and is not responsible if You or anyone on Your behalf or utilizing Your 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 Your own commercial use only. The Site is offered and made available for commercial use only to users which legally operating 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 a binding contract with ChaChing and any third party referenced on the Site or through the Services and meet all relevant further eligibility requirements. 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.

The Site and the Services are for Your own use only, and You 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.

“Add-On Fees” means fees in addition to the Fee; such fees (if any) may be charged by ChaChing in accordance with fee schedules published by ChaChing from time to time on the Site. It is User’s responsibility to continually consult the Site for updates to the fee schedules.

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

“Cash Back” has the meaning provided for in Clause 7.i.

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

“Eligible Payment Card” means payment cards eligible for registration as payment method by a User; not all Visa, MasterCard, and American Express cards are eligible for registration - including PIN based purchases on debit cards transactions on which should be authorised via signature and not PIN in order to be participate. Visa, MasterCard, and American Express Corporate cards, Visa, MasterCard, and American Express Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-, MasterCard-, and American Express-branded cards whose transactions are not processed through the Visa payment system, MasterCard payment system, and/or American Express payment system are not eligible to participate.

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

“Fee” has the meaning provided for in Clause 7.i.

"Fidel” means Fidel Ltd, a Service Provider for Consumer related transaction data as further provided for in the Terms.

“Linked Payment Card” means an Eligible Payment Card registered and linked to the User account in accordance with these Terms.

“Listing” has the meaning provided for in Clause 5.xi.

“Payment Card Networks” means, inter alia, Visa, MasterCard and American Express.

“Personnel” means any officer, employee, contractor or consultant of ChaChing.

“Reward(s)” has the meaning provided for in Clause 7.1.

“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.

“Site” means the ChaChing online or mobile applications and 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, including, inter alia, the provision of transaction data for the Cash Back and Reward programs.

“User Team” means any personnel 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 in connection with a Listing or a proposed transaction.

“Verification” shall have the meaning provided for in Clause 5.iv.

“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 register or 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, business 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, or adjust or change the content of these Terms without consent of, or liability to, the User, even though these changes may affect Your user experience or the Cash Back or Rewards or otherwise Services ChaChing provides to you.

ii. In case of any adjustment of or change to the Terms, ChaChing will seek 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 account interface. Other than in case of statement on the Site, notification will be deemed sufficient and delivered if sent or otherwise made to User’s contact details on file with ChaChing or to in-account messaging functionalities (if any) of the Site.

iii. 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, You may be subject to additional terms, rules, policies, and conditions. By using any part of the Site and using our Services, and related applications, You allow ChaChing to share the relevant information about You or Your organization and Listing provided to us by You when registering and operating your Listing, Rewards or Cash Back with our participating consumer users, brands, advertising partners, and service providers for purposes of operating your listings, promotions and eventual Cash Back or Rewards transactions and general ChaChing marketing and advertising regardless of Your actual interaction such other partners.

5. Account registration; Usage; Security

i. User shall be an individual with full legal capacity for commercial use or a duly registered legal entity in good standing. User represents that no action has been taken that could lead to User being declared or found insolvent, bankrupt or being wound up or otherwise deregistered and no petition therefor shall be threatened or pending. Where User is a legal entity, the individual acting 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 authorized 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 be registered, or seek registration, or continue to access its account, 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. User agrees to provide accurate and complete personal data and company data, as the case may be, when registering the account, 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. As part of the registration, it is mandatory that User provides ChaChing with User’s MID or merchant identification.

iii. At no time shall User or User Team use an account or communication name, or otherwise 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. After User completes the application for account registration, ChaChing may conduct detailed or cursory user verification (“Verification”) either directly with its own resources or through third party services such as, inter alia, payment card providers, payment card and company verification tools. User authorizes ChaChing to conduct such verification enquiries and communicate information to such third party providers for this purpose. ChaChing may at any time during or after the account registration process conduct further in-depth background and verification checks into User’s personal, business, or company details, User Team members or goods and services offered or promoted by User in connection with the Sites and Services and Listings thereunder. Following successful registration, User will obtain use of the Site or Services.

v. You authorize ChaChing and third party providers to share consumer payment card information with the relevant Payment Card Network in connection with the execution of ChaChing’s Services to track consumer transactions with You and your affiliates and ensure compliance with ChaChing’s relevant consumer terms and these Terms. You authorize such Payment Card Network to monitor transactions on your registered card(s) and on card(s) registered by consumer users to identify qualifying purchases in order to determine whether such have qualified for or earned Cash Back or Rewards linked to the relevant payment cards, and for such Payment Card Network to share such transaction details with ChaChing and its third party providers to enable card-linked offer(s) and target offers of the ChaChing Platform that may be of interest to consumer users. You may opt-out of such transactions and monitoring by navigating to your settings menu to remove your linked card(s); however, this may result in your ineligibility for participation in ChaChing’s core functionality. We currently use third party providers and the Payment Card Networks to monitor card transactions for user participation in the ChaChing Platform. Your agreement to the ChaChing Terms authorizes such third party providers and the Payment Card Networks to monitor the transactions made with registered Eligible Payment Cards at participating ChaChing consumer users to confirm qualified transactions. The data collected can include registered card identifiers, merchant ID, merchant location, transaction date/time and amount.

vi. By registering a payment card as Advertiser You authorize ChaChing to process and share your payment card information with the relevant payment card issuer and operator for the purpose of participating in ChaChing’s Platform, make relevant payments for Services, and enable ChaChing to effect and, as applicable, recharge to your payment card recharged Cash Backs or Rewards in relation any refunds by You to consumer users non-compliant with these Terms in connection therewith. You authorize the relevant payment card issuer and operator and ChaChing to monitor transactions on Your registered card(s), identify transactions and record transaction data. In case You choose wire transfer as payment method for payments and refunds, You authorize ChaChing to communicate and share information, including, inter alia, account, company and transaction data, with the relevant Consumers as well as with Your bank service provider to the extent required to effect the relevant verifications and transactions required to effect the administration of any Cash Back and Rewards.

vii. Use of the Site is granted to the initial applicant only. It is prohibited to temporarily or indefinitely donate, borrow, rent, transfer, sell the account or otherwise make the account, 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 and account details and only access the site from a secure environment and through legally licensed software and duly authorized and secure internet access.

viii. Subject to the Terms and all applicable rules, laws and regulations, ChaChing may grant User a limited, revocable, non-transferable and non-exclusive license to access, use or display the Site content (excluding software source codes), only for User's good faith business 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, unless expressly otherwise permitted by the Terms. 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 scrape, crawl or otherwise use spiders, software or other devices to collect any content, user information, or Listing information other than expressly provided for in these Terms.

ix. User and User Team, if any, shall choose sufficiently strong passwords and keep the registered account access information and account security properly safeguarded. If User has any indication, suspects or finds that the account may have been illegally accessed or used or that there is any abnormal situation that could adversely affect the security of the Site or security of the use, User shall notify ChaChing immediately. ChaChing may immediately suspend in whole or in part registration, access, transaction activity and subsequent processing of the account. 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 the User account, including, inter alia, in case User details, such as log-on credentials or passwords, are used or accessed by a third party.

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

xi. All actions or omissions of anyone accessing the User account, 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.

xii. If User wishes to advertise or promote the sale of goods or services to consumer users, such Advertiser may create, or enable ChaChing to display, a post or listing of an advertising or sales campaign (“Listing”) with details of the goods and services including, inter alia, product details, actual or generic images, sales and delivery conditions, prices, coupons and rebates, communication details, links to the Advertiser’s merchant sites to conclude the sale of such goods and services, and set the campaign budgets as provided for herein. User shall enable ChaChing to effect, and shall at all times caused to be maintained, the embedding of a tracking pixel or other functionality as required by ChaChing from the merchant concluding the sale and shall ensure that all merchant sales details, including refunds, are being communicated in real time to ChaChing both by the User’s merchant and by the provider of the payment card utilized by the consumer user for payment of the original sale and receive credit of the refund.

Upon creation of a Listing by such User, ChaChing will, subject to these Terms and in its discretion, enable the Listing to be viewed by Users. ChaChing may further make the content of the Listing available for review to users not yet registered on the Site or to third party service providers or online websites or apps including, inter alia, through links or promotions. ChaChing may further use information related to the Listing and related transactions, product or usage specific filter information in promotions of the Site, Services or Listings.

xiii. Currently, ChaChing does not allow the Listing of products for which payment is taken from stored value mechanisms or through any form credit arrangements provided with involvement of third party credit providers.

6. Contents of this Site

i. As an advertising platform, the Site functions only for consumer users to search offers for goods and services and for Advertiser User to post Listings, advertisements and promotions. Consumer users thereafter conduct transactions directly with the relevant vendors online on the vendor websites or offline through physical transactions or a combination thereof. Any resulting sales transactions shall be agreed and performed by the relevant consumer users directly with the relevant vendors. ChaChing is not a party to such transactions. ChaChing will serve only to administer promotions, rebates, cash back, rewards or awards related to such transactions in accordance with these Terms.

Your dealings or correspondence with, or participation in promotions of, parties other than ChaChing, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You shall however keep ChaChing informed in real time and without delay of any returns, refunds or any other claims of similar nature. You shall upon refund or return not effect a payment to, or accept a claim from, the relevant consumer user or any third party for any amounts representing all or a portion of Cash Back or Rewards received by the consumer from ChaChing; in case you refund any amount to the consumer user in full, you shall only effect such refund within 30 days from original purchase and only to the payment method, i.e., specific credit card used as payment method for the original purchase in full.

All 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, offer, promotion or coupon, grocery or other product, service, retailer, recipe, drug, and health information is provided on or through the Site or Services for informational purposes only, and should not be construed to indicate that any such third party content is endorsed by us, nor is there any representation or warranty by us that the third party content is reliable, accurate, timely, complete, effective, or safe for your use. All third party content, including without limitation, any descriptions, images, references, features, content, specifications, products and prices of products, and services and values of any cash back, coupon, offer or promotion featured through the Services are subject to change at any time without notice.

ii. Users may post or transmit information about various goods or services or offers and promotions on this Site, but they are unable to enter into binding transaction contracts with other users on this Site. Any transaction contract, if and when concluded, only exists between the relevant users or users and third parties as parties to the transaction. ChaChing does not have any actual or contractual relationship, participation or involvement with, or duty of care to, the users in connection with such prospective or actual transactions resulting from the operation or provision of the Site or Services in any form save only as expressly provided for in these Terms.

iii. 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 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.

iv. If any of the following circumstances occur in connection with a Listing or in connection with goods or services offered or promoted on or through the Site, ChaChing may at any time, with or without notice, remove any or all related information. User shall not offer or promote:

• Items that may be deemed prohibited or restricted by relevant laws and regulations in any relevant jurisdiction
• Items that may be deemed to infringe on intellectual property rights of any nature or interfere with other legitimate rights of others
• Items that may be deemed to be, or to be connected to, market abuse, illegal multi-level marketing or market manipulation, may be deemed insincere, culturally or racially offensive, propagating hate or discrimination or substance abuse of any kind in any relevant jurisdiction, in violation of human rights, harmful to minors, harmful to public health and safety, or subject to boycotts, embargoes or sanctions
• Items that may otherwise adversely affect the operation of the Site or Services or be prohibited in any relevant jurisdiction.

v. It is expressly stated and understood by User that, while ChaChing may at its discretion conduct high level or spot checks or may have certain measures in place to assist it in identifying contraventions, ChaChing does not as a matter of course conduct any detailed and in-depth legal review of all promotions, advertising campaigns, Listings, or goods and services offered or terms related thereto nor does it provide diligence on or is liable for vetting of consumer users. 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.

vi. 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.

vii. 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. 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, ii) send emails or other communications with certain content, or links to certain content, on the Site, or iii) 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. Cashback Program; Rewards

i. ChaChing offers You the ability to use ChaChing’s Platform functionalities consisting of promotions, cash back, or other rewards (“Cash Back” or “Rewards”) for advertising or promotions of sales of goods and services where resulting sales transactions are completed with the respective consumer user in accordance with ChaChing’s Terms, any specific terms agreed with you in, inter alia, your account setting from time to time, and subject to, as the case may be, Your or the relevant seller’s or merchant’s terms and conditions (which will in all cases be subject to these T&C to the extent related to the ChaChing Site and Services).

You agree to pay to ChaChing a commission (“Fee”) as compensation for referring consumers to You. We will give a significant portion of this Fee to consumer users as Cash Back or Rewards; the specific amount of such Cash Back or Rewards remains in ChaChing’s sole discretion but will be agreed with you through your account setting or notified to the consumer user by ChaChing in the Listing in accordance with your account specific terms (if any) will be a binding amount between yourself and ChaChing. The commission Fee will be payable by you to ChaChing within such time as is further set forth in your account page, but no later than 30 days following disbursement of the Cash Back or Rewards by ChaChing to the relevant consumer user. You specifically authorize ChaChing to charge the full amount of the Fee (plus taxes or charges, if any) to any credit card registered by you in your account from time to time.

Compensation received by ChaChing may play a part in whether retailers and related goods and services appear on the Site, where they are placed, the Cash Back or Rewards and how we promote them. ChaChing does not currently sell, and does not transfer, identifiable personal or transaction consumer data to any third party not participating in or facilitating the operation of ChaChing’s platform but may use or transfer aggregated data to enhance its products and services. Participation in this platform and the opportunity to offer goods and services in connection with Cash Back are offered at the sole discretion of ChaChing and subject to Your compliance with these Terms. Cash Back will be credited only in the amount clearly stated at time of Listing and purchase and only for items finally bought, not returned and for a sale not reversed and you shall in your receipt for the goods identify the sale having been subject to the ChaChing Cash Back.

In case of a return or a reversed sale, consumer users shall in no case claim back, neither from Advertiser nor from ChaChing, any portion, in whole or in part of the Cash Back received from ChaChing. You shall ensure that you remain informed by relevant consumer users of the Cash Back received. You shall in no case of return or sale reversal credit or reimburse Consumer with any amounts in excess of net amounts received by You, i.e., deduct all Cash Back amounts in full and immediately inform ChaChing of such return or sale reversal. You shall not conduct, and Consumer shall not claim, a return or sale reversal after a period ending on the earlier of: i) the date falling 30 (thirty) calendar days following the date of the sale or ii) such earlier date as is in accordance with your standard store returns or sale reversal policies (if any); any returns or sale reversals after that period shall be at the sole risk of the You and ChaChing is not required to participate in the relevant process. Consumer users have agreed and expressly consented that Advertiser will upon return or reversal of a sale offset any Cash Back from the return of sales price and expressly authorized You and ChaChing to bill back any amounts unduly claimed on the relevant payment method including, inter alia, charging respective credit cards used in the sale.

ii. Online Cash Back

In order for us to process Cash Back for Your online transactions, you must have a corresponding Listing, conclude a sale with the relevant consumer at the time of promotion, and complete the transaction during the designated time frame and in accordance with all applicable terms and policies of ChaChing. You undertake to maintain technically required “cookies” in order for us to process the Cash Back or rewards including an appropriate transaction tracking pixel or functionality; if You do not enable those, You may not be able to list and process the relevant advertisement or Cash Back promotion because such cookies may be required to authenticate the consumer user and verify such consumer user’s account as eligible for the Cash Back. You undertake to maintain your payment system, i.e., credit card and bank details, on the system and up-to-date and herewith authorize ChaChing to charge or debit all such amounts in respect of the Fee or otherwise hereunder as applicable.

iii. General Cash Back

In order for us to process Cash Back for Your in-store rebate or discount through cash or offline transactions (including, inter alia, physical in-store transactions), You must upon sale use the identification and verification method provided (such as, inter alia, scanning of the relevant QR code or use of coupon), conclude the transaction with the consumer at the time of promotion, and complete the sale transaction during the designated time frame and in accordance with all applicable terms and policies of ChaChing.

iv. Rewards Process

Upon sale of specific goods or services qualifying for Cash Back according to the terms of that Listing, provided the receipt clearly describes a qualifying product, we will provide the consumer user the Cash Back in accordance with the Listing. If we are not able to accept or process receipts from You resulting in cash not being available for submitting those receipts, we may not be able to process the Cash Back or Reward. We do not accept receipts and will not award Cash Back or Rewards for transactions that are not qualifying or have been concluded prior to being linked through the relevant Listing. ChaChing may limit the number of Cash Back or Reward submissions that can be processed by You or a consumer user for a period of time to a maximum quantity, as notified from time to time.

v. Purchase and Payment Verification

Receipt scanning and purchase verification software may not always be accurate; ChaChing may entirely rely on information received from You, and the timely, complete and accurate remittance of information by You to ChaChing, including in particular (inter alia) transaction tracking information, payment information, merchant identification, and verification. If You deem transaction to be inaccurately collected or incomplete, or an item to be improperly identified or reflected, please use the appropriate platform protocols to process and resolve this inaccuracy without delay. In the case this does not resolve the issue, please contact our support team. In some cases, the in-app correction processes may not be available for certain receipt types in which the user should contact the support team. Furthermore, You may have a limited period of time, as stated on the platform, in which You are allowed to complete or correct such information or Your receipt(s). It is Your responsibility for reviewing Your submissions and information relayed and support material to confirm accuracy. ChaChing or any other affiliated business, are not responsible for any inaccuracies in this process, and resolution of inaccuracies.

vi. Participation Requirements

As a condition to participating as an advertiser in ChaChing’s Cash Back products in accordance with these Terms and make a Listing, You must: (i) establish and maintain in good standing at all times an active account with ChaChing; (ii) provide and maintain a valid email address and are able to receive email; (iii) provide a password to protect Your Account; (iv) provide and maintain a Linked Payment Card and your updated merchant identification; (v) provide and maintain up to date Your physical address; and (vi) if so provided for in Your account registration, Your valid PayPal address. If You elect to make payment via PayPal, you must not use a PayPal account associated with another ChaChing account. A single PayPal email address cannot be connected to multiple ChaChing accounts. Additionally, You must not be a resident of or incorporated in a country subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or be or have a person of significant interest or associate listed as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person” or similar designation under the OFAC sanctions regime. You further agree to at any time provide additional information we may reasonably request to verify Your identity.

iix. Advertiser Undertakings

You undertake to at all times provide ChaChing with information on all Advertiser IDs (including online and offline stores) and maintain these up to date.

You further undertake to at all times observe the Best Offer Principle in Your Listings and, where required to adhere to the principle, update any relevant Listings. “Best Offer Principle” means that any goods and services offered or promoted through a Listing with ChaChing are not offered or sold at better terms elsewhere by Advertiser or its affiliates (online or instore), i.e., better gross prices or conditions. In case ChaChing determines in its sole discretion that You offer goods and services elsewhere at better conditions, including, inter alia, through the use of price comparison services, ChaChing reserves the right to immediately and without prior notice to disable any related Listing, take it off its Site or, in case of repeated failure to adhere, suspend the Advertiser. In case of such action ChaChing will not be required to reimburse Advertiser for any costs or expenses or any amounts held by ChaChing in relation with such Listing.

In case of returns and sale reversals, you shall strictly adhere to the processes and procedures set forth in 7.i) above. ChaChaing shall in no case be liable for any double claims by consumers or failure by Advertiser or its affiliates to deduct from amounts credited or reimbursed any Cash Back received by consumer. In case ChaChing engages in any action to retrieve Cash Back amounts upon return or sale reversals, this will in all cases only be performed on a reasonable efforts basis and shall not require ChaChing to expend resources or funds.

You must disclose your return and refund policy (which must comply with Applicable Law) toChaChing in connection with a Listing and to consumers on your website or application. All refunds must be made to the same payment method used for the original transaction (unless required by Applicable Law) and You must inform ChaChing immediately in case of any refund. You must not make Refunds with cash if the original purchase was made using a card or any other payment method and shall strictly follow the information and setoff provisions contained herein.

8. Costs; Fees; Payment

i. Except for the Fee and fees expressly stated by ChaChing in connection with the use of the Site and Services from time to time in the relevant fee schedules, there are currently no fees or charges to users for the use of the Site or the Services and any transaction users may conclude with another user or third party as a result of the permitted use of the Site or Services.

ii. User shall bear all taxes and fees (if any; in any applicable jurisdiction) arising from the use of the Site or the Services, as well as the any reward or award program, exchanges, distributions. coupons, returns, related hardware, software, communication, network services, and other costs.

iii. These Terms do not cover any sales terms directly and solely agreed between users, i.e., consumers and advertisers or merchants in connection with transactions (if any) resulting from the use of the Site and Services which remain exclusively between such parties; ChaChing is no party to these transactions in respect of payment or receipt of considerations and has no liability or obligation whatsoever in connection with these as further set forth herein, provided however, that ChaChing may administer, in whole or in part, Cash Back, Rewards, award, rebate or coupon related to such transaction.

iv. Once You complete account registration, You will be acting on the Site as Advertiser. At this time, ChaChing does not charge any general registration or usage fee; ChaChing may from time to time change its fee structures and will update fee schedules on the Site. When You post a Listing and interact with the Site and Services as Advertiser, ChaChing may charge Advertiser a promotion or campaign fee and a commission Fee in an amount established in the relevant Listing and in accordance with these Terms. The purpose of the Fee is to provide the Service of effecting the Cash Back and Rewards and to operate and maintain the platform for You to conduct certain business in the promotion of goods and services. Unless otherwise expressly agreed in your Account and Listing settings, the Fee will be payable upfront by You upon submitting the Listing. Any promotional up front fee shall be fully or partially refundable or maintained as credit for future promotions and transactions as determined by ChaChing in case a promotional campaign does not conclude in full as provided for in the Listing.

v. Payment for the use of the Site and the Services, .i.e., any Fee to ChaChing must be made in accordance with the provisions contained in the Terms and fee schedules published by ChaChing from time to time by way of wire transfer, PayPal, direct debits, or authorising automatic charges to Your credit card (“Automatic Payment”).

vi. You authorize us to charge You the Fee automatically for Your chosen use and, if relevant, any applicable Add-On Fees. Invoices or order confirmation serving as invoices and account statements, if any, are generated automatically for each transaction and subject to any authorized Automatic Payment settings, payment of all fees is due immediately. If the payment fails or is cancelled when due for any reason, including, without limitation, expiration or insufficient funds, You remain responsible for any uncollected or returned amounts and we may immediately and without notice suspend or cancel Your use of the Site and the Services until full payment has been received and cleared, at which time access and use will be reinstated in accordance with these Terms. There will be no refunds following termination, expiration or good faith suspension.

vii. Account invoices and statements are system generated and can be viewed at any time by logging into Your account. We reserve our right to review and change the Fees, including Add-On Fees. Any changes will be notified to User in writing (e.g. via email or posting in Your account) or by posting the changes in the relevant fee schedules of the Site.

9. User responsibilities and obligations; Advertiser Consents

i. ChaChing may at any time investigate, verify or confirm the accuracy of any registration data and User and User Team, if any, shall fully cooperate with such actions. ChaChing may at any time, with or without notice employ third party providers to conduct such investigation or verification. If User refuses ChaChing’s audit, ChaChing may at any time determine the User to have terminated this agreement.

ii. 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 or removing illegal, infringing and inappropriate content and Listings from the Site, terminating User's registration 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 privately or publicly communicate, and contract, such actions to third parties as ChaChing deems fit.

iii. All content, software programs, picture arrangements, images, text compositions, trademark/identifications, service names and intellectual property rights of the Site and Services are owned or licensed by ChaChing, and shall not be used, copied, reproduced or otherwise processed without written authorization by ChaChing.

iv. You represent and warrant that You have (either as owner or lawful licensee) all rights and licenses, including, inter alia, brand, image and trademark rights required for any such items to be contained and displayed in a Listing, or linked to by You, or any Listing created or maintained by You, your User Team or otherwise included in the Site and that You grant ChaChing a limited but irrevocable license to operate and maintain such Listing. You confirm that You or anyone in violation or otherwise unlawfully interfering with, those rights of ChaChing 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.

v. You authorize ChaChing to publicly display your Listing and relevant materials, including, inter alia, brands, trademarks, manufacturer details, images, text, product specifications, rebates and Cash Back, and prices referenced or contained therein, and make reference thereto, to You, and the Listing in ChaChing’s marketing materials, ChaChing advertising of the Site and the Services, including in case studies.

10. 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 account or account data to others for their use;
• False or misleading description, advertisements or labelling of goods or services or other 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 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 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, Payment Card Networks, 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 or publishing on the Site 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 or disguised redirects to derive financial 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.

11. Breach of Terms

i. If ChaChing determines that a breach or the Terms has, or may have, occurred, it may, at its discretion take any action it deems appropriate, including, inter alia, one or more of the following:
• In whole or in part suspend or terminate, temporarily or indefinitely, access to, or use of, any user account without prior notice and without providing detailed reasoning;
• Hide, modify or delete information posted by User;
• Delete User’s account and account history;
• Cooperate with authorities or public offices or third parties in any investigations of misconduct or breach including the provision of records of user details, 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 account activity to User.

ii. 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.

iii. In case of any malware or 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 account or otherwise hardware or programs of User, User Team or 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 User and the 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. ChaChing may use any and all actions and mechanisms or software programs, cookies, trackers, intrusive or passive, 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.

12. Account suspension; Termination

i. ChaChing may at any time unilaterally decide to restrict, block, suspend, disable, or cancel all or part of User’s account. In case User has not logged into the account for an extended period of time, ChaChing may deactivate the account. User may not deactivate an account or delete relevant payment methods on an active transaction that remains subject to possible refund or sales reversal.

ii. User can at any time suspend or terminate the use of the Site or the Services or request ChaChing to terminate or delete the account. If User requests deletion of the account, ChaChing may following deletion retain certain User and User Team data and account use history for a period of two years, 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, personal or transaction 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.

13. 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 account data provided by User.

14. Intellectual Property Rights; Links

i. The ownership of the User account 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 through its Listing links or redirects to its or third party content, User recognizes 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 User or 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.

15. Confidentiality

User who in connection with their use of the Site or the Services, including operation of Cash Back or Rewards, obtains or utilizes information provided by ChaChing, the Site or by other users or service providers, including, inter alia, the Terms, Listings, personal or payment data or other information of users or ChaChing 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 user or 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.

16. Limitation of liability; Disclaimer; Indemnification

i. Neither ChaChing nor any Payment Card Networks or other payment 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 You 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 willful acts of ChaChing.

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 You through Listings or otherwise on the platform or its transaction tools, and is in no case responsible or liable for the content, authenticity and correctness of information provided or posted by You or other users 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, You or third parties for access and use by other users. 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 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. Further, ChaChing facilitates transactional communication between and among users but has no part in such communication other than to administer promotions, rebates, cash-back, rewards or awards related to such transactions in accordance with these Terms. Neither ChaChing nor any Payment Card Network or third party provider of ChaChing provides any representation, warranty, or guarantee of any nature in respect of the content thus displayed or for any communication between users or for goods and services promoted or sold through ChaChing’s platform and advertisers and merchants shall create and maintain Listing and enter into transactions with consumers strictly at their own risk and shall take all relevant precautions.

vi. The goods and services that you advertise in connection with Cash Back or Rewards that may be awarded in connection with ChaChing are not sold or endorsed by ChaChing, and ChaChing has no responsibility for them or for any loss or damage you or the merchant may suffer from advertising or selling them. ChaChing is not responsible for typographical errors or omissions relating to pricing, text or imagery of a Listing. ChaChing is not responsible or liable for any loss or damage of any sort incurred in connection with Your promotions or Cash Back or Rewards related thereto. The Site, Services and the 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, merchantability, 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. You shall bear all risks and responsibilities of advertising, promoting, or selling goods or services through the Site, and ChaChing shall not be responsible or liable for any transactional risks, actions, undertakings, responsibilities or labilities. Advertiser in particular bears all risks and responsibilities in respect of sale transactions being rescinded or reversed and any returns, including in particular, without limitation, adherence to the relevant payment and reimbursement processes and procedures related thereto as set forth in these Terms including any risk of accidental, negligent, intentional or fraudulent overpayment, doubly payment or repayment of Cash Back or Rewards in connection therewith.

viii. You agree to defend, indemnify and hold harmless ChaChing, its affiliates, officers, employees, payment systems providers, providers and suppliers, and partners arising from or in any way related to any third party claims relating to from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Services other than as expressly authorized in these Terms of Service, your failure to adhere to returns or sale reversal procedures, Your violation of the rights of a third party, or any negligent acts, omissions or intentional wrongdoing by You. Any such indemnification shall be conditioned on the indemnified party (a) notifying You in writing of any such claim, demand, action, cost, liability, loss or threat thereof; and (b) cooperating with You in the defence or settlement thereof.

ix. The foregoing disclaimer of warranties, limitation of liability and indemnification provisions shall apply to the fullest extent permitted by law.

x. Knowledge 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.

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

17. Disputes between users

i. In case of a dispute between or amongst Yourself, User Team and other users or third parties in connection with, or arising out of, access or use of the Site or Services, User and User Team may in their discretion seek a resolution of the dispute by the ordinary courts in the appropriate jurisdiction solely in accordance with their transactional agreements.

ii. User and User Team agree that ChaChing shall in no case be a party to such dispute save only where ChaChing in its sole discretion determines to join a legal action in which case ChaChing may in its sole discretion determine the nature and terms on which it may join the legal action. ChaChing shall in no case be a formal arbiter of such dispute and shall not have any obligation to participate in, assist or otherwise join a dispute between or amongst users or third parties or legal proceedings in connection therewith. In case ChaChing in its sole discretion determines to participate in dispute resolution proceedings, the sole forum shall be the ordinary courts in Delaware unless ChaChing otherwise consents in writing.

iii. User and User Team agree and guarantee that User and User Team will not constitute or join legal proceedings, or otherwise claim liability, against ChaChing or its affiliates in connection with any transactions between or amongst users or third parties resulting from the use of the Site or the Services.

18. Governing Laws and Jurisdiction

i. Any dispute or claim arising out of or in connection with these Terms shall be governed by and construed in accordance with English law. If you are incorporated in a country other than the United Kingdom, we may choose to seek interim relief or enforce any judgement in that relevant country. With respect to any disputes or claims not subject to arbitration, you agree to submit to the personal jurisdiction of the courts located in London, United Kingdom with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the Terms.

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 The ChaChing, Inc 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 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 rules of the London Court of International Arbitration before one Arbitrator mutually agreed to by the Parties, and if the Parties are not able to reach agreement on the Arbitrator within Fourteen (14) Business Days from first Party’s proposal of an Arbitrator to the second Party, then the Arbitrator shall upon a request by either Party, be finally appointed by the Chairperson of the Chartered Institute of Arbitrators, London Branch at the time. The competence of the members of the arbitration tribunal shall be agreed within the context of the abovementioned rules. The arbitration will be held in London (United Kingdom) with the proceedings being in English. The award of the Arbitrator shall be final and binding on the Parties. Each of the Parties shall bear its own cost of preparing and presenting its case. The costs of the arbitrator shall be shared equally between the Parties. Notwithstanding the above provisions, either Party has the right to obtain timely injunctive relief from the courts. ChaChing may continue with the operations of the Site and the Services the existence of the dispute notwithstanding. The arbitrator shall not have the power to award punitive damages against You or any ChaChing Entity.

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. THIS SECTION LIMITS 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.

19. 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. You may not transfer or assign any of the rights or obligations contained in these Terms as they pertain to You. 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.

ChaChing may without notice assign, transfer or pledge any of its rights and obligations in respect of a specific transaction hereunder, including, in particular but without limitation, its rights to receive the commission Fee in respect of a Listing transaction, for any purposes including, inter alia, financing and factoring; in such case, ChaChing may continue to act towards You as collection agent for the commission Fee thus assigned and transferred.

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. You agree that there are no third parties that have an interest in these Terms.

v. ChaChing operates the Sites and the Services in the United Kingdom. ChaChing may, however, at any time 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, 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.