Effective as of July 3rd, 2015
The Service is provided by Charlie Contacts Corp. This service provides insights and other useful information that preps you on the people and companies that you are meeting with. The Service provides information (including insights, news, and social information) about people and companies listed in your calendar (such as Google Calendar or Microsoft Exchange) or ones that you request information on through the Service. Throughout this document we use the terms, “Charlie”, “we”, “us” and “our” interchangeably to refer to Charlie Contacts Corp.
You may use the Service only if you have the power to form a legal contract with Charlie. If you are using the Service on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms.
We reserve the right to change, modify, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. If we change of modify these Terms, we will post the changes to these Terms of Service on this page and will indicate at the top of this page the date these terms were last revised. You should periodically visit this page to review the current Terms so you are aware of any revisions.
“Connected Accounts” in these Terms means any third-party application, such as Facebook or Gmail, that you choose to link to your Charlie account. “Your Data” in these Terms means the electronic files and items that you have created, is available to you, and/or stored using Connected Accounts.
When you link one of those accounts to Charlie, we create and store insights about the people you are meeting using the information we gather from those Connected Accounts and from other 3rd party service providers. We don’t claim any ownership of Your Data. Whatever ownership rights you have in Your Data do not change when you use the Service, except that you give us the permission necessary to perform the Service for you.
You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Charlie of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Charlie will not be liable for any loss or damage arising from your failure to comply with this Section.
You should be vigilant about any personal information stored on a portable device, like a phone. Everything on your phone is important, not just your Charlie account, so we recommend enabling your phone’s built-in passcode lock feature.
You alone are responsible and liable for the contents of Your Data. The contents of Your Data may be subject to the intellectual property rights of others. Please do not use the Service to index third-party content unless you have the right to do so.
The Website is not available to persons under the age of 13. This is important enough for us to capitalize it. BY REMAINING ON THE WEBSITE, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE. Charlie Premium Accounts are not available to persons under the age of 18 or under the applicable state age of majority. BY UPGRADING TO A PREMIUM ACCOUNT, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE OR THE APPLICABLE STATE AGE OF MAJORITY. Minors may use the Service only if a parent or legal guardian grants the minor permission and assumes the responsibilities of these Terms.
Some use of the Service may require you to download a client software package (“Software”). Charlie hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Service. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Charlie may update the Software on your device automatically when a new version is available.
By providing your personal information to us when you set up your Charlie Account, you grant Charlie permission to contact you at the email address associated with your account. You may follow the opt-out procedures in our marketing emails to stop receiving our marketing emails.
The Service is owned and operated by Charlie. The technology we use to provide the Service is protected by the intellectual property laws of both the United States and foreign countries. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), services, and all other elements of the Service, excluding Your Data (collectively, the “Materials”) are owned by Charlie and protected by United States intellectual property laws, including copyright, trade dress, patent, and/or trademark laws, international conventions, and all other applicable laws. These Terms do not grant you any rights to use the Charlie trademarks, logos, domain names, or other brand features. While we appreciate user feedback, please understand that we may use any feedback, comments, or suggestions you provide without any obligation to you.
Charlie allows you to access, view, and create insights through our mobile and web-based apps and our site (each an “App”). As long as you comply with these Terms, you have the right to download and install a copy of the App to your mobile device, and to access and use the Service, for your own personal use. You may not: (i) copy, modify or distribute the App for any purpose; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute the App or the Service to any third party; (iii) decompile, reverse-engineer, disassemble, or create derivative works of the App or the Service; (iv) make the functionality of the App or the Service available to multiple users through any means; or (v) use the Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms.
The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App is made available (each an “App Provider”). You acknowledge and agree that:
Our Service may change from time to time and/or we may stop (permanently or temporarily) providing the Service (or features within the Service), possibly without prior notice to you. Our Service may, at some point, include advertisements, which may be targeted to the content or information on the Service, queries made through the Service, or from other information. The types and extent of advertising on the Service are also subject to change over time. In consideration for providing you the Service, you agree that we and our third party providers and partners may place advertising on our Service or in connection with the display of content or information on our Service.
You agree not to misuse or attempt to misuse the Service, and will use the Service only in a manner consistent with these Terms. By using the Service you agree not to:
If Charlie reasonably believes that you are violating any of these prohibitions or are otherwise violating these Terms, we may terminate your Charlie Account and block or restrict your access to the Website and any applications. If we terminate your Charlie Account, you agree to immediately stop accessing or using the Service, and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use. Charlie reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Service, including technological barriers, IP mapping, and directly contacting your Internet Service Provider (ISP) regarding such unauthorized use.
Unless you upgrade to a Charlie Premium Account, the Service is free of charge. You are responsible, however, for any telephone, data plan, text messages, internet, broadband, or other service charges incurred as a result of using or accessing the Service and agree that you will be solely responsible for all disputes with any telephone company or internet service provider related to such charges.
To gain access to premium information and features, you can upgrade from a Charlie Free Account to a Charlie Premium Account. To subscribe to Charlie Premium you must provide us with your valid credit card or debit card (hereafter, “credit card” or “card”) number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card. By submitting that information to us, you agree that you authorize Charlie or its agents to charge your card within 30 days of your authorization. Because Charlie Premium is a prepaid service, we may withhold access to the Charlie Premium features until we have verified that the credit card information you provide to us is accurate and complete, and that your credit card account is in good standing. All Charlie Premium subscription sales are final and all charges from those sales are nonrefundable, unless otherwise required by applicable law.
Your credit card issuer agreement governs your use of your designated card, and you must refer to that agreement and not these Terms to determine your rights and liabilities as a cardholder. You are responsible for paying any unauthorized amounts billed to your card by a third party. Unless you notify Charlie of any discrepancies within 60 days after they first appear on your credit card statement, you agree that charges will be deemed accepted by you for all purposes, unless otherwise prohibited by applicable law. If for any reason an appropriate charge to your card does not go through and/or Charlie does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Charlie or its agents through an alternative payment method. Charlie may suspend or terminate your Charlie Premium subscription without notice if your credit card issuer (or its agent or affiliate) seeks return of payments previously made to Charlie if we reasonably believe you are liable for the charges. We reserve the right to refer your account to a collection agency in the event of an ongoing default.
You are responsible for paying any governmental taxes imposed on your purchases from Charlie, including, but not limited to, sales, use, or value-added taxes, if any. Charlie will automatically charge and withhold applicable sales tax in any jurisdictions in which it reasonably believes that collection is required.
You have a choice of subscription lengths. The current subscription options can be found by emailing firstname.lastname@example.org The subscription options available at the time of your initial subscription might not be available when it is time to renew your subscription (whether by automatic renewal or otherwise). You may switch payment options at the end of each subscription term if you give Charlie notice prior to the auto-renewal of your existing subscription.
You must prepay the periodic subscription fee for Charlie Premium. If you subscribe through the Website, at the end of your chosen subscription term (e.g., one month, one year, etc.) your subscription will automatically renew unless you cancel it prior to auto-renewal. We will send you an email containing a renewal notice prior to commencement of the auto-renewal period so that you have the ability to cancel it. You agree that Charlie may automatically charge the applicable periodic Charlie Premium subscription fee to your credit card at the beginning of each billing period until you cancel your subscription or until the subscription is otherwise terminated. To check the commencement date for your next billing period and/or the automatic renewal date of your subscription, check the billing information section in your Charlie Account settings or email email@example.com. We will notify you via email at least 30 days in advance of any fee changes or new fees applicable to your Charlie Premium subscription. If you subscribe by downloading a Charlie Premium mobile application, your subscription will not automatically renew and you will need to renew it manually to continue service.
Some areas of the Website, like our Support Forum, are public. Any content posted on our Support Forum must respect the intellectual property rights of others. You must not post or otherwise add (“Post”) infringing content to the Website or the Service. If you Post content that contains any intellectual property, including audio/visual works, literary works, musical works, sound recordings, and or other intellectual property, you must be the owner of such intellectual property or have all required rights, licenses, consents, and permissions to use such intellectual property on or in connection with the Service. In addition to being grounds for removal of your Posting, termination of your Charlie Account, and any other remedy Charlie may have against you, your failure to own or obtain such rights may subject you to civil and/or criminal liability. If you are a copyright owner or an agent thereof, and you believe any content submitted to and hosted on the Website infringes your copyrights, then you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Charlie’s Designated Copyright Agent with the following information in writing:
a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (for example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is/are allegedly infringed by the aforementioned content.”).
Please consult your legal counsel (or see 17 U.S.C. § 512) to confirm these requirements and your compliance therewith. It is Charlie’s policy to respond to notices of alleged infringement that comply with the DMCA. In addition, Charlie will promptly terminate without notice the Charlie Accounts of users that are determined by Charlie to be “repeat infringers.” If Charlie receives more than three takedown notices regarding a user’s Postings, then that user will be considered a repeat infringer and that user’s Charlie account will be terminated.
Charlie’s Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows: Attention: Copyright Agent, Charlie Contacts, 425 Huehl Road Unit #15B Northbrook IL 60062 or by email at firstname.lastname@example.org. For clarity, only DMCA notices should go to the Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Charlie’s support through email@example.com. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If you believe that your Posting that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to law, to submit the Posting to the Website, then you may send a counter notification containing the following information to Charlie’s Designated Copyright Agent at the address listed above:
If a counter notice is received by the Designated Copyright Agent, then Charlie may send a copy of the counter notice to the original complaining party informing that person or entity that Charlie may restore the removed Posting or cease disabling access to it in ten business days. Unless the copyright owner files an action seeking a court order against the person submitting the Posting, the removed Posting may be replaced, or access to it restored, in ten to fourteen business days or more after receipt of the counter notice, at Charlie’s sole discretion.
The Service and/or Your Data may contain links to third-party websites or resources. Charlie does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources.
You can stop using the Service at any time. Charlie reserves the right to suspend or end the Service at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Service in any way that would cause us legal liability or disrupt others’ use of the Service. Remember that Charlie is not intended to be a data backup service. When your account is terminated, whether by you or by Charlie, you will no longer have access to Your Data through Charlie, and we keep no copies of Your Data. Although termination of your Charlie Account deletes your records and information from Your Data stored by Charlie, it does not delete any data that resides within your Connected Accounts. For example, if you connect the Service to your Exchange Calendar, then later terminate your Charlie Account, we will not retain any access to or any data from your Exchange Calendar, but anything that resided in your Exchange Calendar will still be there.
Your only remedy with respect to any dissatisfaction with (i) the Service, (ii) any provision in these Terms, or (iii) any policy or practice of Charlie in operating the Service is to terminate these Terms and your Charlie Account.
CHARLIE, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CHARLIE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.
CHARLIE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SERVICE WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
CHARLIE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR DEVICE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH SERVICES, MATERIAL OR DATA.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CHARLIE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT CHARLIE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $50 OR THE AMOUNTS PAID BY YOU TO CHARLIE FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL CHARLIE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PROVIDERS, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE CHARLIE SERVICE, OR ANY OTHER INTERACTIONS WITH CHARLIE, EVEN IF CHARLIE OR A CHARLIE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL CHARLIE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PROVIDERS, PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE CHARLIE SERVICE OR YOUR INTERACTION WITH OTHER CHARLIE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU FOR THE CHARLIE SERVICE DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS IN THESE TERMS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION APPLICABLE TO YOU.
YOU AND CHARLIE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE CHARLIE SERVICE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You agree to indemnify and hold Charlie, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein and any claim or demand from a third party that your use of the Service or the use of the Service by any person using your Account violates any applicable law or regulation, or the rights of any third party. Charlie reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Charlie, and you agree to cooperate with Charlie’s defense of these claims. Charlie will use commercially reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
In the interest of resolving disputes between you and Charlie in the most expedient and cost effective manner, you and Charlie agree that any and all disputes arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award.
Our agreement with you to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether the claims arise during or after the termination of these Terms. You understand and agree that, by entering into these Terms, you and Charlie are each waiving the right to a trial by jury or to participate in a class action.
Notwithstanding the paragraph immediately above, you and Charlie agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) file suit in a court of law to address intellectual property infringement claims not otherwise precluded by these Terms.
Any arbitration between you and Charlie will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), subject to any modification by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org by calling the AAA at 1-800-778-7879, or by contacting Charlie at firstname.lastname@example.org.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or nationally recognized overnight courier (signature required), or, in the event that we do not have a current physical address on file for you, by email (“Notice”). Charlie’s address for Notice is: 425 Huehl Road Unit #15B Northbrook IL 60062, email@example.com. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Charlie may commence an arbitration proceeding.
Any arbitration hearings will take place at a location to be agreed upon in Cook County, Illinois, provided that if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a non-appearance-based telephonic hearing, or by an in-person hearing as established by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
YOU AND CHARLIE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Charlie agree otherwise, you will not request the arbitrator or court to consolidate more than one person’s claims, or to otherwise preside over any form of a representative or class proceeding.
These Terms will be governed by Illinois law except for its conflicts of law principles. All claims arising out of or relating to these Terms, if not subject to arbitration as provided herein, must be litigated exclusively in the federal or state courts of Cook County, Illinois, and both you and Charlie consent to venue and personal jurisdiction there. You agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to these Terms or your relationship with Charlie. These Terms constitute the entire and exclusive agreement between you and Charlie with respect to the Service, and supersede and replace any other agreements, terms and conditions applicable to the Service. Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration. These Terms create no third party beneficiary rights except as expressly provided herein. Charlie’s failure to enforce a provision is not a waiver of its right to do so later.
If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Charlie may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Service. Charlie and you are not legal partners or agents; instead, our relationship is that of independent contractors. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.