Last Updated: December 17, 2019
1. OUR SERVICE
We are ABI (“ABI”, “AppBind, Inc”, “we”, “us”, or “our”), the creators of AppBind, which is a software platform that helps you sign up for, keep track of, manage payment (and your service fees, if applicable) for your or your clients’ cloud software and service (“Cloud Service”) subscriptions, amongst other things (“AppBind”, the “Platform”, or the “Service”).
2. ABOUT THE TERMS
We are happy to grant you a limited, non-exclusive, non-transferable and revocable license to use AppBind, but only if you agree to these Terms.
Modifying & reviewing the Terms. AppBind reserves the right to change or modify any of the Terms, at any time and in its sole discretion. We will always notify you if our terms change, and our Terms will always show the “last updated” date at the top. Any revisions of the Terms will be effective immediately upon posting the revisions on our Platform.
3. USER ACCOUNTS
3.1 Types of Users. As a user, you are either a: (i) Reseller; or a (ii) Client (collectively, “Users”). “Clients” are those who are the end users of cloud software. “Resellers” are those who either re-sell Cloud Services to Clients, or purchase Cloud Services on behalf of Clients.
3.2 Who can be a User. You can be a User if you are over 18 years old, if you can legally form a binding contract with us and only if you agree to comply with these Terms and all applicable laws.
In order to be a User, you must also create an AppBind account (“Account”). If you create an AppBind Account on behalf of a company, organization or any other entity (“Company”), (i) “you” and “your” includes both yourself and that Company; and (ii) you promise that you are authorized to bind your Company to these Terms, that you agree to these Terms on your Company’s behalf and that you are authorized to act and use AppBind on behalf of your Company.
3.3 Creating an account. When you create an Account, you agree to provide accurate information for both yourself and your Company, including but not limited to your name, your Company’s name, e-mail address, physical mailing address, phone number, etc. You also must ensure that you and your Company’s information in AppBind is always up-to-date. You also agree that you will:
- Always use a valid email address;
- Keep your password safe;
- Accept all risks of unauthorized access to your Account information or any other information you provide to AppBind;
- Be responsible for all activity linked to your Account;
- Not share your Account with anyone else.
3.4 Account Approval. After you create an Account, your Account is approved in our sole and absolute discretion and such approval may be withdrawn at any time in our sole and absolute discretion with or without notification. You acknowledge that Account approval is subject to our “Know-Your-Customer” verification and other authorization on an as-needed basis. You understand that we may require you to provide us or our third party service providers copies of your government documents or other sensitive identifying information.
3.5 Resellers’ Promises. If you are a Reseller, you represent and warrant (i.e. promise) that:
- You are authorized as agent to purchase and subscribe for Cloud Services on behalf of your Clients and to bind your Clients to the respective terms of service of each subscribed for Cloud Service;
- With respect to any particular Cloud Service, you are not prohibited from re-selling that Cloud Service;
- If you are subject to any agreement with a particular Cloud Service with respect to reselling that Cloud Service, you are in compliance with the terms of such agreement; and
- You have authorization from your Clients to disclose their personal information to AppBind.
3.7 PCI Compliance by Reseller. If you are a Reseller and if at any time you possess, control, record or otherwise allow banking account data or credit card data or any data about financial instruments pass through you, you represents and warrants that you are in compliance with the Payment Card Industry Data Security Standard (PCI).
4. APPBIND VIRTUAL CREDIT CARDS (“BINDCARDS”)
4.1 What is a BindCard? For each Cloud Service associated with a Client, AppBind generates a virtual credit card (“BindCard”) in your name, or your Client’s name if you are a Reseller. The BindCard details, including but not limited to credit card number, expiry date, CVV, name on card and billing address, are then to be used to purchase and subscribe for the particular Cloud Service on behalf of a particular Client.
4.2 Dedicated BindCards. Each and every BindCard is specific to a particular Cloud Service that is associated with a particular Client. You must use BindCards only for the specific Cloud Service and Client for which it was generated. You cannot use BindCards for any other purpose. Failure to comply with this term will result in immediate suspension of your AppBind Account and termination of all the BindCards that had previously been generated in your Account.
4.3 BindCard Charges. You are ultimately responsible for any and all charges, taxes and fees (collectively, the “BindCard Charges”) for any purchase made with the BindCards generated in your Account. To this end,
- In order to generate any BindCard, you must first enter at least one valid and AppBind-accepted payment source into AppBind;
- You authorize AppBind to collect all applicable BindCard Charges from any payment source linked to your Account, including but not limited to credit card, debit card, linked bank account, etc. (collectively, “Payment Sources”);
- You must keep a valid Payment Source on file with us to pay for all BindCard Charges;
- If your Payment Sources are not sufficient to pay all of your BindCard charges in full, you must pay the amount outstanding (“Indebtedness”) upon written notice to you from us, in accordance to the payment terms as set out in such notice; and
- Failure to pay any of your Indebtedness will result in the suspension of your Account and termination of all BindCards generated in your Account;
- If at any time, any of your Indebtedness is collected through legal proceedings or through a collections agency, you agree to pay all reasonable costs and expenses (including legal fees) incurred by us in collecting or attempted to collect such Indebtedness.
4.4 BindCard Authorization Control. All charges made using BindCards are authorized, approved and settled in our sole and absolute discretion.
4.5 BindCard Usage Control. We may, in our sole and absolute discretion, limit the number of BindCard Charges. These limits may change from time to time, and in our sole discretion, and may be based certain factors, either in the aggregate or on a per-client basis, including but not limited to: usage time period, transaction amount, transaction volume, number of transactions, transaction frequency, etc.
4.6 Sufficient Funds Preview. We may, in our sole and absolute discretion, query or retrieve the available funds or credit of any of your Payment Sources in order to assess or guarantee your creditworthiness and ability to pay, prior to the actual charges being incurred.
4.7 Holds. We may, in our sole and absolute discretion, place a temporary, permanent or rolling pre-authorization or hold on any of your Payment Sources in order to assess or guarantee your creditworthiness and ability pay, prior to the actual charges being incurred.
4.8 BindCard Provider. BindCards are issued and powered by a third party payment card platform called Marqeta (“BindCard Provider”). We are not responsible for any errors made by the BindCard Provider or the payment networks that it uses. In addition, since BindCards are issued in your name, we will need to disclose your personal information to the BindCard Provider in order to obtain each BindCard. This means that the issuance of your BindCard and how your personal information is handled will be subject to the terms, conditions and privacy policies of the BindCard Provider.
5. THE APPBIND PLATFORM
5.1 Currency. Unless otherwise indicated, all references to dollar amounts within AppBind are expressed in United States Dollars. AppBind reserves the right to support any currency in the future.
5.2 Reseller Markup. If you are a Reseller, AppBind allows you to enter either a dollar-value markup and/or percentage markup (both cases considered a “Markup”) for each Cloud Service for each Client. You represent and warrant that any such Markup entered into AppBind is in compliance with whatever agreement that exists between you and your Client.
5.3 Reseller Discount. If you are a Reseller, AppBind allows you to enter a discount for any BindCard Charge. However, you are responsible for paying any difference between what is collected by AppBind and what is charged to the BindCard.
5.4 Taxes. If you are required to collect and remit any taxes (sales taxes, use taxes or otherwise, and collectively, “Taxes”) from your Clients in connection to any Markup, you:
- acknowledge that AppBind does not automatically calculate and add any applicable Taxes in connection with your Markup;
- acknowledge that you are responsible for ensuring that you account for such Taxes in your Markup;
- in your accounting and/or invoices to your Clients, set out what Taxes are collected in connection with your Markup or Cloud Service; and
- must remit to the appropriate government taxing authority appropriately the Taxes collected via AppBind.
5.5 Direct Payment by Client. If you are a Reseller and you enter a Client’s valid and AppBind-accepted payment source (“Client’s Payment Source”) into AppBind, you may designate such Client to be charged directly, such that AppBind will attempt to collect payment from the Client first. If the Client’s Payment Source is not sufficient to pay their BindCard Charges in full, you shall be responsible for payment of Client’s remaining amount owing and we will collect payment in accordance with these Terms.
5.6 AppBind Fees. You agree to pay the fees applicable to your subscription of AppBind, any sales taxes required to be collected by AppBind (“AppBind Subscription Fees”), and any other applicable fees related to each BindCard transaction (“AppBind Transaction Fees”). The AppBind Subscription Fees and AppBind Transaction Fees may collectively be referred to as the “AppBind Fees” in these Terms, and the details of such AppBind Fees are set out in the AppBind pricing page here https://www.appbind.com. You must keep a valid Payment Source on file with us to pay for all AppBind Fees. You authorize AppBind to:
- First use any of your collected Markups to pay for your AppBind Fees; and
- Should your Markups be insufficient to pay for your AppBind Fees in full, charge or collect from your Payment Sources and you authorize AppBind to continuing charging or collecting from such Payment Sources on file until the Services are terminated and all outstanding AppBind Fees have been paid.
5.7 Markup Remittances. Any Markups collected by AppBind on your behalf and remaining after settlement of the AppBind Fees (“Remittances”), shall be remitted to you, at most, once every calendar month. For any monthly period where the total Remittances owing to you is less than $1 USD, AppBind reserves the right to not make any remittance to you at that time, but instead to roll such Remittance amount over to the following month.
5.8 Method of Remittance. Remittances to you shall be made by way of AppBind’s then-current method, such method to be chosen in our sole and absolute discretion (“Remittance Method”). You agree that you shall be solely responsible for any transaction fees by our payment networks that your Remittance may be subject to on transfer to you. In the event that your designated financial account is unable to receive your Remittance due to an error that is not in AppBind’s control, AppBind reserves the right to hold your Remittance until the later of (i) such error being rectified; and (ii) next month’s Remittance payment.
5.11 Relationships between Resellers, Clients and Cloud Services. AppBind is first and foremost a billing platform. We are not responsible for and have no control over the relationship between Resellers, Clients and Cloud Services. You understand that all of these parties generally enter into separate contracts with each other that governs their relationship. AppBind does not recommend or endorse any particular Reseller, Client or Cloud Service.
5.12 Keeping your Account and Information Safe. You must take action on your part to keep your Account and the information associated with it safe. You must:
- Log out of AppBind whenever you are not using it.
- Keep your Password safe, and do not share your Password with anyone.
- Do not leave your computer, table or mobile device unattended.
- When using AppBind in a public space, be aware of your surroundings and ensure that no one is looking over your shoulder.
You shall immediately notify us of any unauthorized use of your Account, login email and password or any other breach of security.
5.13 Modification of AppBind and Access. We may modify the AppBind Platform at any time without any notice and in our sole discretion. We may block or prevent your access to and use of all or any portion of the AppBind Platform without any notice and in our sole discretion.
5.14 AppBind Maintenance and Technology Limitations. We will make reasonable efforts to keep AppBind operational but technical difficulties and/or ongoing maintenance may result in temporary interruptions to the Platform. We reserve the right, at any time, to modify, suspend, or discontinue our Service at any time, with or without notice.
6. PAYMENT LIFE CYCLE
6.1 Chargebacks by Users. In the event of a chargeback initiated by you, AppBind reserves the right to use your information to adjudicate and dispute the chargeback with the payment networks, Cloud Service, Reseller or Client, as applicable.
6.2 Chargebacks by Non-User Clients. If you are a Reseller, and your Client does not have a Client Account, in the event of a chargeback initiated by your Client, you shall be responsible for adjudicating and disputing such chargeback with the payment networks, your Client and Cloud Service. Once ABI is notified of the chargeback, you shall immediately be responsible for payment of all payment network fees, chargeback fees, Cloud Service fees or any other fees associated with such chargeback until the chargeback is resolved, and we will collect payment from you in accordance to these Terms.
6.3 Chargebacks by AppBind. In any case of a chargeback initiated by any User, AppBind reserves the right to issue a chargeback related to the applicable Cloud Service and to collect or reverse any transfer of payments, fees, or commissions to the applicable Reseller.
6.4 Refunds. In the event of a refund by the Cloud Service to AppBind, AppBind will remit the refund to you, as applicable, less any payment network transaction fees.
7. LICENSE GRANT & RESERVATION OF IP RIGHTS
7.1 AppBind License Grant. We grant you a limited, personal, non-exclusive and non-transferable right and license to use AppBind.
7.2 Reservation of Rights in Proprietary Materials. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of ours or any third party.
AppBind, including, without limitation, the content, metadata, design, organization, compilation, look and feel, the source, object, code and software (with the exception of licensed open-source components) and all other protectable intellectual property available through and comprising AppBind (the “Proprietary Materials”) are the property of ABI and are protected by copyright and other intellectual property laws. Our rights in such Proprietary Materials are expressly reserved.
You may not copy, reproduce, sell, publish, distribute, display, retransmit or otherwise provide access to the Proprietary Materials to anyone, unless with our written consent. You agree not to rearrange, modify, create derivative works using or reverse engineer the Proprietary Materials. You agree not to create, scrape or display our content for any purpose. You agree not to post any content from AppBind to other websites, blogs, forums, etc. unless with our written consent.
7.3 Trade-marks. The AppBind logo and all other product and service names, slogans or logos displayed on our platform are registered and/or common law trade-marks of ABI, and may not be copied, imitated or used, in whole or in part, without the prior written permission by us. In addition, the look and feel of AppBind, including all icons, user interface and user experience elements, custom graphics and scripts may not be imitated, used or copied in whole or in part, without the prior written permission by us.
7.4 If Intellectual Property Rights Violated. Any violation of our intellectual property rights may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties.
8. LIMITATIONS ON USE
8.1 Unacceptable Uses. You must not use AppBind:
- In a way prohibited by law, regulation, governmental order or decree;
- To violate the rights of others;
- In a way that could harm AppBind or impair anyone’s use of it;
- For any high-risk, illicit, obscene, abusive, violent, threatening purpose;
- In a way that it is not intended to be used;
- To reverse engineer, decompile or disassemble AppBind;
- If using access points or wireless data accounts (AP) which you are not authorized to use;
- If using unauthorized operating systems on your mobile device, including but not limited to jailbroken phones;
- To stalk or otherwise harass ABI, other AppBind Users, including Resellers and Clients, or any other person or entity;
- To attempt to probe, scan or test the vulnerability of any AppBind server or network or breach any security or authentication measures.
8.2 Import and Export Restrictions. You are responsible for complying with any applicable import or export restrictions in their jurisdiction, including but not limited the United States of America and Canada, for Cloud Services purchased using BindCards.
8.3 Suspension or Termination. If, in our sole and absolute discretion, you abuse AppBind or any of its privileges, or if you fail to comply with these Terms, or make misrepresentations to us, we may, in our sole and absolute discretion, suspend or terminate your Account with or without notification.
In the event that we have a reasonable belief that your Account has been compromised or used to commit fraud, crimes or abuse AppBind, we reserve the right to suspend, terminate or block any pending activity on your Account, and to disable or terminate your Account, and to take any appropriate administrative and/or legal action.
8.4 Prohibitions on Information Entered. Throughout your use of AppBind, you will be prompted to enter various information (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas. While using the Interactive Areas, you expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish any of the following:
- Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy pro publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial national or international law;
- Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or proprietary right of any party;
- Unsolicited promotions, political campaigning, advertising or solicitations;
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, credit card numbers, unless expressly permitted by such third party;
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- Content used to probe, scan or test the vulnerability of AppBind, our servers, or service providers or our network; and
- Content that is unrelated to the topic of the Interactive Areas in which such content is posted.
Your use of AppBind is at your own risk. AppBind is provided to you on an “as-is” and “as-available” basis without warranties from us of any kind, either express or implied. We expressly disclaims all representations or warranties, express or implied, including, without limitation, any representations or warranties of merchantability, fitness for a particular purpose, title and non-infringement. We expressly disclaims all representations and warranties about the accuracy, completeness, timeliness or efficacy of any payment transaction or Cloud Service and assume no liability or responsibility in connection to any payment transaction or Cloud Service. If any applicable authority holds any portion of this section to be unenforceable, then our liability and responsibility will be limited to the extent permitted by law.
10. LIMITATION OF LIABILITY
In no event will ABI, it’s respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, and each of its Representatives, be liable in any manner whatsoever for any damages of any kind, including but not limited to indirect, incidental, consequential, special or punitive damages arising out of:
- Your access, use or inability to use AppBind;
- Your use of any content in AppBind;
- Late, lost, delayed, damaged, misdirected or otherwise, electronic correspondence;
- Any condition caused by events beyond our control that may cause AppBind to be disrupted or otherwise;
- Any printing, human, typographical or other errors or ambiguities in or involving any online or printed materials associated with AppBind;
- Any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure (including damages that result from inaccuracy of the information, inconvenience, delay, or loss of the use of AppBind);
- Any unauthorized access to or use of our secure servers and/or any and all information stored therein;
- Any bugs, viruses, trojan horses, or the like which may be transmitted to our through AppBind by any third party; and
- The cost of procurement of substitute goods and services resulting from your use of AppBind;
- Any and all losses, damages, rights, claims and action of any kind in connection with or resulting from your use of AppBind.
In no event shall ABI’s total liability to you, for any and all damages, losses, and causes of action (whether in contract, tort, or otherwise) exceed the amount paid by you to us. If any portion of this Limitation of Liability is found to be invalid, our liability shall be limited to the extent permitted by applicable law.
You agree to defend, indemnify, and to hold harmless ABI, its respective agents, employees, shareholders, officers, directors, contractors, legal advisors (“Representatives”), parent companies, affiliates, subsidiaries, and each of its Representatives, from any and all liabilities, penalties, claims, causes of action, and demands brought by third parties (including the costs, expenses and legal fees on account thereof) arising, resulting from or relating to:
- Your access, use or inability to use AppBind;
- An allegation that you violated any of these Terms;
- If you are a Reseller, an allegation that you were not authorized to purchase and enter into agreements with Cloud Services on behalf of your Clients;
Your agreement to defend, to indemnify, and to hold ABI harmless applies whether a claim against us arises out of contract or tort (including strict liability), and regardless of the form of action, including but not limited to your violation of any third party right, a claim that we caused damage to you or any third party and your use and access of AppBind.
12.1 Notice Methods. We may provide notices to you in the following ways:
- By email to the email address as specified in your account settings;
- By posting a notice on our platform in an area suitable for notices. It is your responsibility to review our platform for notices; and
- By calling the telephone number specified in your account settings.
12.2 Content of Notices. We may send you email information regarding issues such as your account status, system messages, mandatory updates, notices related to privacy or security, etc. (“Administrative Messages”).
For other messages and information relating to AppBind, other than Administrative Messages, you will only receive these messages if you expressly opt-in to consent to receive these other types of information from us. In addition, at any point in time after you opt-in, you will have the opportunity to opt-out of receiving such messages.
13.1 Terminating Account. You may terminate your Account at any time by contacting us at firstname.lastname@example.org or through any means provided through the software. AppBind reserves the right to retain information associated with your Account for a period of time (“Retention Period”) before deleting such information. This period of time may be a reasonable period of time, or a period of time in accordance with the law. Terms that have the ability to survive termination will survive.
13.2 Bankruptcy. If you become subject to a petition in bankruptcy, insolvency or reorganization under any applicable bankruptcy or insolvency legislation, you must inform us in writing and suspend or terminate your AppBind account immediately.
14. APPLICABLE LAW & DISPUTE RESOLUTION
14.1 Governing Law. AppBind is controlled by ABI and operated by it from its offices in California. Both you and us at ABI agree that both parties will benefit from establishing a predictable legal environment in regard to AppBind. Therefore, you and ABI explicitly agree that all disputes, claims or other matters arising from or relating to your use of AppBind will be governed by the laws of California in the courts of Santa Clara, California.
14.2 Waiver of Future Class Action. Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against ABI related to any claim, and where applicable, you also agree to opt out of any class proceedings against ABI
15. UNSOLICITED IDEAS
Unsolicited Ideas include, without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies, advertising and marketing campaigns, plans or other promotion. Do not send us Unsolicited Ideas. Nobody at ABI will accept or consider, directly or indirectly any Unsolicited Ideas. We have no obligation to review any Unsolicited Ideas nor do we have any obligation to keep any Unsolicited Ideas confidential. If you do send us any Unsolicited Ideas, ABI will automatically own such ideas without restriction and we will not acknowledge or compensate you. If you wish to preserve any interest you might have in your ideas, you should not send them to us.
16.1 Electronic Contracting. Your affirmative act of accepting our Terms constitutes your electronic signature to these Terms and your consent to enter into agreements with us electronically.
16.2 Amendment. No amendments, modifications or waivers to these Terms shall be valid unless in writing and signed by all Parties.
16.3 Complying with laws. You agree to comply with all applicable laws, legislation, regulations, industry standards and best practices, including but not limited to PIPEDA, GDPR, etc.
16.4 Assignment. You may assign your AppBind Account to a third party upon written consent by AppBind, such consent shall not be unreasonably withheld. In order to assign your account:
- You must promptly notify us of the proposed assignee and their applicable details;
- We reserve the right to require the proposed assignee to re-authenticate and undergo Know Your Customer verification before granting written consent.
16.5 Severability. If any part of these Terms is considered invalid for whatever reason, the remaining parts of these Terms will still be considered valid and enforceable.
16.7 Questions and Comments. If you have any questions regarding these Terms or your use of AppBind, please contact us at email@example.com.