Terms and Conditions

MODISOFT, INC.
Last Updated on: 14 October, 2022

The Web site and mobile application software are provided by Modisoft, Inc., a Texas corporation with a principal place of business located at 13131 Dairy Ashford Road, Suite 250, Sugar Land, Texas 77478. If you have requests concerning these Terms of Use, please contact us at info@modisoft.com.

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS (SEE SECTION IX) THAT GOVERN HOW CLAIMS YOU AND MODISOFT HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST MODISOFT TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND

1.1 Definitions.

References to “Account” shall have the meaning as set forth in Section 4.1.

References to “Cartzie Service(s)” shall have the meaning as set forth in Section 3.1.

References to “Contractors” shall have the meaning as set forth in Section 3.5.

References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.

References to “Feedback” shall have the meaning as set forth in Section 6.2.

References to “Ideas” shall have the meaning as set forth in Section 6.2.

References to “Indemnified Party” shall have the meaning as set forth in Section 3.11.

References to “Interactive Areas” shall have the meaning as set forth in Section 4.3.

References to “Materials” shall have the meaning as set forth in Section 6.1.

References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.

References to a “Merchant” mean a seller of Products as set forth in Section 3.5.

References to the “Mobile App” or “App” mean the Cartzie mobile software application, available for download via the Apple App Store and Google Play.

References to a “Product” mean such goods or services sold by a Merchant, which are likely to include retailers, restaurants, grocery stores, Shell convenience stores, and more.

References to “Rewards” shall have the meaning as set forth in Section 4.6.

References to the “Services” mean that certain rewards programs offered by us through the Web site and Mobile App.

References to “Software” shall have the meaning as set forth in Section 3.1.

References to “Submissions” shall have the meaning as set forth in Section 4.4.

References to the “Terms” and/or “Agreement,” mean this, these Terms of Use as set forth herein.

References to “us,” “we,” “our,” and/or “Modisoft,” mean Modisoft, Inc., a Texas corporation with a principal place of business located at 13131 Dairy Ashford Road, Suite 250, Sugar Land, Texas 77478 and any of our subsidiaries and affiliate companies.

References to the “Web site” mean the Web site bearing the URL www.cartzie.com as well as any other site or social media page operated by us.

References to “you,” and/or “User,” mean a registered user of our Services.

1.2. Agreement to be Bound.

The following Terms and Conditions, together with any relevant information set out on the Modisfot Web site or Mobile App, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and/or other materials are subject to the Terms and Conditions set forth herein. Please read them carefully as your use of the Services constitutes an agreement to be bound thereby. By using the Services you represent that you are at least eighteen (18) years old, have read and understand the Terms and Conditions, and that you agree to be bound by these Terms and Conditions as set forth below.

These Terms and Conditions are subject to the Modisoft Privacy Policy, which also governs your use of the Services. In addition, each Merchant may have his, her, or its own Terms of Sale, which binds all User transactions. Further, Merchants may be subject to our separate Merchant Terms of Use.

SECTION II: GENERAL PROVISIONS

2.1. About Us; Modisoft not Vendor; No Endorsement.

Modisoft and the Cartzie App (defined below) enable Users to purchase items/products, earn rewards/loyalty points and savings by shopping and dining with participating Merchants. We do not directly offer for sale, provide, endorse or promote any Merchant or Product, and We have no control over the quality, safety, morality or legality of any aspect of any Product promoted through the Services, the truth or accuracy of the listings, the ability of Merchants to provide or honor items sold, the identity of any Merchant or User, or the ability of any User to pay for items purchased. We do not and cannot ensure that a Merchant or User will actually complete a transaction. If you rely on any of the information provided by or on the Web site or App, you do so solely at your own risk.

You acknowledge and agree that we do not sell, offer to sell, invite to sell, make or solicit any offers.IN ALL INSTANCES, ALL SALES ARE ADVERTISED, SOLICITED, OFFERED, ACCEPTED, MADE AND DELIVERED BY MERCHANTS WITH WHOM A USER DIRECTLY CONTRACTS. AT NO TIME WILL A USER/SELLER RELATIONSHIP EXIST BETWEEN YOU AND MODISOFT AND/OR CARTZIE. In all instances, any solicitation, invitation, offer, advertisement or communication is void where prohibited by law.

You understand that your content (excluding credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

2.2. Accuracy, Completeness and Timeliness of Information.

We are not responsible if information made available on the Web site or the Cartzie App is not accurate, complete, or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. If a User has any questions about a Product or a Product’s Terms of Sale, the User should contact the Merchant directly prior to purchase.

This site may contain certain historical information, which is provided for your reference only. Historical information may not be current. We reserve the right to modify the contents of this site at any time and at our sole discretion, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to the Web site.

2.3. Errors in Web Site or the Mobile App.

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

2.4. Modifications and Changes to Terms & Conditions.

We may modify, add to, suspend or delete these Terms & Conditions or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Web site and the Mobile App and our emailing of a notice to registered Users. Your continued use of our Services, after modification, addition, or deletion of these Terms & Conditions shall be deemed to constitute acceptance by you of the modification, addition, or deletion.

2.5. Modifications and Changes to the Web Site or the App.

We may modify, add to, suspend, or delete any aspect of this Web site or the App offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions or deletions being immediately effective. Such modifications, additions or deletions may include but are not limited to content offered, hours of availability, products offered, and equipment needed for access or use.

Prices for products offered are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

2.6. Access to Web site and the App.

Though we try to make the Web site and the App available twenty-four (24) hours a day, seven (7) days a week, we do not warrant that the Web site and the App will be at all times available. There may be times when the Web site is unavailable for planned down-time maintenance. We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Web site or the App.

2.7. Right of Refusal, Limitation, Discontinuation, and Termination.

We reserve the right to refuse service to anyone for any reason at any time. We reserve the right to refuse to provide access to the Web site and/or the App for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a User Account for any reason whatsoever. In the event that we make a change to or cancel an Account, we will attempt to notify you by contacting the e-mail address, billing address, and/or phone number you provided when you created your Account; however, our failure to notify you shall not result in any liability, including liability for lost data or rewards points deleted as a result of the Account termination.

2.8. Prohibited Uses of Web site and the App.

In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Web site and/or the App:

(a) for any unlawful/illegal activity or encourage any other Users to perform or participate in any unlawful/illegal acts or to engage in acts that are unrelated to the purpose(s) of the Web site and/or the App
(c) to violate any international or governmental regulations, rules, laws, or local ordinances;
(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Web site and/or the App;
(h) to collect or track the personal information of others, to spam, phish, pharm, pretext, spider, crawl, or scrape, for any obscene or immoral purpose, to impersonate any person or entity;
(l) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Web site or App;
(m) “frame” or “mirror” any part of the Web site or App or use meta tags or code or other devices containing any reference to the Web site or App in order to direct any person to any other Web site for any purpose;
(n) modify, adapt, translate, reverse engineer, decipher, decompile, separate, or otherwise disassemble any portion of the App or any software used on or for the Web site or App;
(o) rent, lease, lend, sell, redistribute, license, or sublicense the App or access to any portion of the App; or
(p) interfere with or circumvent the security features of the Web site and/or the App.

We reserve the right to terminate your use of the Services for violating any of the prohibited uses.

2.9. Grant of License.

Modisoft hereby grant the Users of the Mobile App a non¬exclusive license to install and use the Mobile App for so long as you have a registered User Account. The Mobile App is licensed, not sold, to you by Modisoft. Modisoft and its suppliers own all rights, title and interest in and to the Mobile App and reserve all rights not expressly granted to you. You agree to refrain from any action that would diminish such rights or would call them into question.

2.10. Use of Services through the Mobile App

To the extent you access the Mobile App through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. By using the Mobile App, you agree that Modisoft and Merchants may communicate with you via automated SMS, MMS, text message, or other electronic means. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Account information to ensure continued communications.

2.11 User Comments, Feedback and Other Submissions

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any comments. You are solely responsible for any comments you make and the accuracy of such comments. We take no responsibility and assume no liability for any comments posted by you or any third party.

SECTION III: CARTZIE APP

3.1 Terms and Conditions.

Cartzie’s software is a marketplace which permits consumers to place orders for grocery, food, Alcohol and/or other goods from various retail and restaurants and businesses (the “Software”). Once such orders are made, the Cartzie software notifies participating store, third-party contractors that an order is available for Pickup/Drive Thru or that a delivery opportunity is available, and the software facilitates completion of the delivery to the consumer. Cartzie is not a retail store, restaurant, delivery service, or food preparation business. Delivery, fulfillment, completion or cancellation of the order is the responsibility of the store with which the order is placed by the consumer.

If you access any Modisoft or Cartzie services through the Web site or install or use our Cartzie mobile application, install or use any other software supplied by Cartzie, or access any information, function, or service available or enabled by Cartzie (each a “Cartzie Service” and collectively, the “Cartzie Services”), or complete the Cartzie account registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) hereby represent and warrant that:

(a) you have read, understand, and agree to be bound by the terms of this Agreement;
(b) you are of legal age in the jurisdiction in which you reside to form a binding contract with Cartzie; and
(c) you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization on whose behalf you have created an account and to bind such organization to the Agreement.

The terms “User” and “Users” in this Section III refer to all individuals and other persons who access or use the Cartzie Services, including, without limitation, any organizations that register accounts or otherwise access or use the Cartzie Services through their respective representatives. Except as otherwise provided in this Agreement, if you do not agree to be bound by the Agreement, you may not access or use the Cartzie Services.

3.2 Modifications

Cartzie reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Software or Cartzie Services at any time, effective upon posting of an updated version of this Agreement through the Cartzie Services. You should regularly review this Agreement, as your continued use of the Cartzie Services after any such changes constitutes your agreement to such changes.

3.3 Additional Terms and Policies

By using the Cartzie Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with Cartzie’s Privacy Policy, which is incorporated in this Agreement by reference. Certain features of our Services may be subject to additional terms and conditions, which are incorporated herein by reference.

3.4 Rules and Prohibitions

Without limiting other rules and prohibitions in this Agreement, by using the Services, you agree that:

(a) You will only use the Cartzie Services for legal and lawful purposes; you will not use the Cartzie Services for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other Users, Cartzie employees, or our community.
(b) You will only use the Cartzie Services in accordance with all applicable laws, including copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights.
(c) You will only access the Cartzie Services using means explicitly authorized by Cartzie.
(d) You will not use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Cartzie Services.
(e) You will not use the Cartzie Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any Merchant, user or Contractor, unless Cartzie has given you prior permission to do so in writing.
(f) You will not copy or distribute the Software or any content displayed through the Cartzie Services, including Merchants’ menu content and reviews, for republication in any format or media.
(g) You will not compile, directly or indirectly, any content displayed through the Cartzie Services except for your personal, noncommercial use.
(h) You may be required to register for an account to use parts of the Cartzie Services. The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.
(i) You are the sole authorized user of any account you create through the Cartzie Services. You are solely and fully responsible for all activities that occur under your password or account. You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services. Cartzie will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by Cartzie or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use.
(j) You will use the Software and Cartzie Services only for your own use and will not directly or indirectly resell, license or transfer the Software, Cartzie Services or content displayed by the Cartzie Services to a third party.
(k) You will not use the Cartzie Services in any way that could damage, disable, overburden or impair any Cartzie server, or the networks connected to any Cartzie server.
(l) You will not attempt to gain unauthorized access to the Cartzie Services and/or to any account, resource, computer system, and/or network connected to any Cartzie server.
(m) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Cartzie may use to prevent or restrict access to the Cartzie Services or use of the Cartzie Services or the content therein.
(n) You will not deep-link to our websites or access our websites manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame, or monitor any portion of our websites or any content on our websites.
(o) You will not scrape or otherwise conduct any systematic retrieval of data or other content from the Cartzie Services.
(p) You will not try to harm other Users, Cartzie, or the Cartzie Services in any way whatsoever.
(q) You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Cartzie Services.
(r) You will not abuse our promotional or credit code system, including by redeeming multiple coupons at once or by opening multiple accounts to benefit from offers available only to first time users.
(s) You will not attempt to undertake any of the foregoing. In the event that we believe or determine that you have breached any of the aforementioned, we reserve the right to suspend and/or permanently deactivate your account at our sole discretion.

3.5 Contractors and Merchants are Independent Contractors.

You understand and agree that Cartzie provides a technology platform connecting you with independent food service providers and others that provide the products offered through the Services (“Merchants”), and independent third-party contractors who provide delivery services (“Contractors”). You acknowledge and agree that Cartzie does not itself prepare food or offer delivery services and has no responsibility or liability for the acts or omissions of any Merchant or any Contractor. Cartzie is not the retailer of any products offered by Merchants, nor is it in the delivery business or a common carrier. Cartzie provides a technology platform facilitating the transmission of orders by Users to Merchants for pickup or delivery by Contractors. Cartzie will not assess or guarantee the suitability, legality or ability of any Contractor or Merchant. You agree that Cartzie is not responsible for the Merchants’ food preparation or the safety of the food, grocery and any other products and does not verify Merchants’ compliance with applicable laws or regulations. Cartzie has no responsibility or liability for acts or omissions by any Merchant or Contractor.

You agree that the goods that you purchase will be prepared/delivered by the Merchant you have selected, that title to the goods passes from the Merchant to you at the Merchant’s location, and that the Contractor will be directed by your instructions to transport the products to your designated delivery location. You agree that neither the Contractor nor Cartzie holds title to or acquires any ownership interest in any goods that you order through the Cartzie Services.

3.6 Ratings and Reviews

Ratings and Reviews for Merchants are not endorsed by Cartzie and do not represent the views of Cartzie or its affiliates. Cartzie shall have no liability for Ratings and Reviews or for any claims for economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you agree that: (i) you will base any Rating or Review on first-hand experience with the Merchant or business; (ii) you will not provide a Rating or Review for any Merchant or business for which you have an ownership interest, employment relationship or other affiliation or for any of that company’s competitors; (iii) you will not submit a Rating or Review in exchange for payment, free food items, or other benefits from a Merchant or business; and (iv) your review will comply with the terms of this Agreement. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we reserve the right to remove such User Content without notice.

3.7 Communication with Cartzie or Modisoft Application

By creating a Cartzie account, either through app/web-registration or in-store signup, you electronically agree to accept and receive communications from Cartzie, Contractors, or third parties providing services to Cartzie including via email, text message, calls, and push notifications to the cellular telephone number you provided to Cartzie. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Cartzie, its affiliated companies and/or Contractor, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may change your notification preferences by accessing the Settings in your account. To opt out of receiving promotional text messages from Cartzie, you must reply “STOP” from the mobile device receiving the messages. For purposes of clarity, delivery text messages between you and Delivery company are transactional text messages, not promotional text messages. If you change or deactivate your mobile telephone number, you agree to update your Cartzie information immediately. We are able to deliver messages with most mobile carriers within the USA. Please check with your wireless carrier to confirm whether you are able to receive SMS alerts. Message frequency varies; message and data rates may apply. Carriers are not liable for delayed or undeliverable messages. For more information, please visit our privacy policy here.

Cartzie the loyalty service; provided by Modisoft, will send users notifications via SMS detailing information regarding their service within a client’s location. Message frequency varies; message and data rates may apply. Users may opt-out of SMS notifications by responding with ‘STOP’. Carriers are not liable for delayed or undeliverable messages. For more information, please visit our privacy policy here.

3.8 Intellectual Property Ownership

Cartzie alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Software and the Cartzie Services. This Agreement is not a sale or license of the Software or Services and does not convey to you any rights of ownership in or related to the Software or the Services, or any intellectual property rights owned by Cartzie. Cartzie names, Cartzie logos, and the product names associated with the Software and Services are trademarks of Cartzie or third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Software or the Cartzie Services.

3.9 Payment Terms

(a) Prices. You understand that: (a) the prices for menu items displayed through the Cartzie Services may differ from the prices offered or published by Merchants for the same menu items and/or from prices available at third-party websites or in-store for same items and that such prices may not be the lowest prices at which the menu items are sold; (b) Cartzie has no obligation to itemize its costs, profits or margins when publishing such prices; and (c) Cartzie reserves the right to change such prices at any time, at its discretion. For certain transactions, the subtotals shown at checkout are estimates that may be higher or lower depending on the final in store totals. In those situations, Cartzie reserves the right to charge your payment method the final price after checkout. You are liable for all transaction taxes on the Services provided under this Agreement (other than taxes based on Cartzie’s income). Payment will be processed by Cartzie, using the preferred payment method designated by you in your account.
(b)Payments are made directly to Merchants and Cartzie is not responsible for any refunds or credits for amounts paid by the User. Customers have to directly coordinate with individual Merchants for any monetary claims and such mattes are to be resolved between customers and Merchants with no involvement of Cartzie.
(c)Promotional Offers and Credits. Cartzie, in its sole discretion, may make promotional offers with different features and different rates to any User. These promotional offers are subject to the terms of this Agreement and may be valid only for certain Users as indicated in the offer. You agree that promotional offers: (i) may only be used by the intended audience, for the intended purpose, and in a lawful manner;
(ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by Cartzie;
(iii) are subject to the specific terms that Cartzie establishes for such promotional offer;
(iv) cannot be redeemed for cash or cash equivalent; and
(v) are not valid for use after the date indicated in the offer or in Cartzie’s Terms and Conditions for Promotional Offers and Credits. Cartzie reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Cartzie determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement. Cartzie reserves the right to modify or cancel an offer at any time. Cartzie’s Terms and Conditions for Promotional Offers and Credits (the current version of which is available at http://drd.sh/rtb7p2/ and which is incorporated in this Agreement by reference) applies to all promotional offers. Cartzie may also offer gratuitous credits, which can be used and applied to the Cartzie Services. Any credit issued by Cartzie is valid for 6 months from the date of issue except to the extent prohibited under applicable law. Such credits may not be redeemed for cash or cash equivalent. Upon expiration, credits will be removed from your account. Expired credits are no longer redeemable and cannot be used towards any order.
(d) Fees for Services. Cartzie may charge and change the fees for our Cartzie Services as we deem necessary or appropriate for our business, including but not limited to Delivery Fees, Service Fees, Small Order Fees, and Surge Fees. Cartzie may also charge merchants fees on orders that you place through the services, including commissions and other fees, and may change those Merchant fees as we deem necessary or appropriate for our business or to comply with applicable law.

3.10 Alcohol/Beer/Wine Products Transactions:

You may have the option to request delivery of alcohol products in some locations and from certain Merchants within the United Sates only. You agree that you will only order alcohol products if you are 21 years of age or older, or any other minimum age requirement of your State to purchase Alcohol Products. You also agree that, upon delivery of alcohol products, you will provide valid government-issued identification proving your age to the Contractor delivering the alcohol products and that the recipient will not be intoxicated when receiving delivery of such products. If you order alcohol products, you understand and acknowledge that neither Cartzie nor the Contractor can accept your order of alcohol products, and the order will only be delivered if the Merchant accepts your order. The Contractor reserves the right to refuse delivery if you are not 21 years old, if you cannot provide a valid government issued ID, if the name on your ID does not match the name on your order, or you are visibly intoxicated. If the Contractor is unable to complete the delivery of alcohol products for one or more of these reasons, you shall be subject to a non-refundable $20 re-stocking fee.

3.11 Indemnification

You agree to indemnify and hold harmless Cartzie and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your User Content; (b) your misuse of the Software or Services; (c) your breach of this Agreement or any representation, warranty or covenant in this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Software or Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including reasonable costs and attorneys’ fees incurred by the Indemnified Party. Cartzie reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Cartzie in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Software or Cartzie Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Software and/or Cartzie Services.

3.12 Internet Delays

The Software and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as set forth in Cartzie’s privacy policy or as otherwise required by applicable law, Cartzie is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.

3.13 Breach and Limitation of Liability

(a) General. You understand and agree that a key element of the Cartzie Services and this Agreement is your and our mutual desire to keep the Services simple and efficient, and to provide the Software and Cartzie Services at low cost. You understand and agree to the limitations on remedies and liabilities set forth in this Section III to keep the Software and Cartzie Services simple and efficient, and in order to keep costs low for all Users. (b) Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY LAW CARTZIE’S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU TO CARTZIE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. (c) Disclaimer of Certain Damages. TO THE FULLEST EXTENT OF LAW CARTZIE SHALL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOST PROFITS, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND LOSS OF DATA, REVENUE, USE AND ECONOMIC ADVANTAGE). THE FOREGOING DISCLAIMER OF PUNITIVE AND EXEMPLARY DAMAGES, AND THE ENTIRE DISCLAIMER OF DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE, OR FOR ANY INJURY CAUSED BY CARTZIE’S FRAUD OR FRAUDULENT MISREPRESENTATION, SHALL NOT APPLY TO USERS WHO RESIDE IN THE STATE OF NEW JERSEY.

SECTION IV: ACCOUNTS, REWARDS

4.1. Accounts.

Users shall be given the opportunity to register via an online registration form to create a User account, (hereinafter your “Account,”) that will allow you to receive information from us and/or to participate in certain features of the Services. We will use the information you provide in accordance with our Privacy Policy, which is incorporated by reference into these Terms & Conditions. By registering with us, you represent and warrant that all information you provide on the registration form is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information so that it remains current, complete and accurate. During the registration process, you may be required to choose a password. You acknowledge and agree that we may rely on this password to identify you. You are responsible for all uses of your Account, regardless of whether you authorized such access or use, and for ensuring that all uses of your Account fully comply with the provisions of these Terms & Conditions. Accounts may be cancelled at any time via the Account settings. You are responsible for maintaining the confidentiality of your account and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify us of any unauthorized use of your account or any other breach of security, and (b) ensure that you log out of your account at the end of each session.

4.2. Multiple Accounts, Transfer Prohibited.

You agree you shall not have more than one (1) Account and shall not sell, trade or transfer that Account to any other person or entity.

4.3. Account Guidelines.

The Web site and App may contain the ability to communicate with other Users on one or more profile areas, platforms, comments sections, discussion forums, Web sites, landing pages, social media outlets, sales channels, and/or other interactive features, (“Interactive Areas”) in which Users and Third Parties may communicate. By participating in Interactive Areas, you agree and acknowledge that you:

(a) Shall not upload, distribute or otherwise publish to the Web site and/or the App any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material; and
(b) Shall not threaten or verbally abuse other Users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or "spam”; and
(c) Shall not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Interactive Areas and use of the Web site and/or the App; and
(d) Shall not personally attack another User. Personal attacks are a direct violation of these Terms of Use and are grounds for immediate and permanent suspension of access to all or part of the Interactive Areas and use of the Web site and/or the App; and
(e) Shall not use the Interactive Areas to distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services except for the sale of goods in the scope envisioned by the express purpose of the Web site and Services; and
(f) Shall not upload, post or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; and
(g) Shall not post unauthorized commercial communications (such as spam); and
(h) Shall not upload, post or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; and
(i) Shall not upload, post or otherwise transmit content that does not generally pertain to the designated topic or theme of any Interactive Area; and
(j) Shall not impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity; and
(k) Shall not interfere with any other User's right to privacy, including by harvesting or collecting personally-identifiable information about other Users of our Interactive Areas or posting private information about a Third Party; and
(l) Shall not engage in unlawful multi-level marketing, such as a pyramid scheme; and
(m) Shall not upload, post or otherwise transmit any content, software or other materials which contain a virus or other harmful or disruptive component; and
(n) Shall not interfere with or disrupt the Web site, Services, the Interactive Areas or the servers or networks connected to the same, or disobey any requirements, procedures, policies or regulations of networks connected to the App, Web site, and/or the Interactive Areas; and
(o) Shall not facilitate or encourage any violations of these Terms of Use or our policies.

Users agree further and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.

4.4. Rights in Submissions.

Should you submit, display, publish, or otherwise post any content to an Interactive Area, (hereinafter “Submissions,”) you agree to grant to us and our partners and affiliates a limited, non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Submissions in any and all media now known or hereinafter developed for hosting, indexing, caching, distributing, tagging, marketing, and for all other lawful purposes without the requirement to make payment to or seek permission from you or to any Third-Party.

You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights, or any other intellectual property rights or other rights of any person or entity.

4.5. Right to Monitor.

Modisoft and/or Cartzie shall have the right to monitor your Account in our sole and exclusive discretion.

4.6. Earning and Redeeming Rewards.

By using the Services, you may have the opportunity to qualify for rewards through promotional campaigns offered by participating Merchants (“Rewards.”) All Rewards made available in connection with the Service are promotional only and have no cash value. You have no property value in any Rewards. Such Rewards are made available directly by the relevant Merchant providing such Reward, and not Modisoft, and are redeemable solely for the applicable goods or services of the relevant Merchant as may be determined by such Merchant. The Merchant, not Modisoft, is the provider of the Rewards and such goods and services and is solely responsible for redeeming any Rewards you obtain. Modisoft will have no liability if a Merchant refuses or fails to honor any Reward. In addition, the following terms and conditions also apply to all Rewards:

• Rewards may not be cashed out or transferred into any other medium of exchange;
• Rewards are nontransferable;
• Redemption frequency is determined by the Merchant;
• Use of Rewards relating to alcoholic beverages is at the sole discretion of the Merchant and is subject to compliance with applicable law;
• Rewards cannot be combined with any other rewards, offers, vouchers, third-party certificates, coupons, or promotions, unless otherwise specified by the Merchant;
• Neither Modisoft, Cartzie, nor the Merchant is responsible for malfunctioning, lost, or stolen cards;
• Reproduction or sale of any Reward is prohibited;
• Any attempted redemption not consistent with these Terms or any other restrictions imposed by the Merchant or Modisoft (including any Reward-specific terms associated with a Reward) will render the Reward void;
• Rewards are void to the extent prohibited by law; and
• Rewards may be applied only to the applicable products or services sold by the Merchant that are the subject of such Rewards as determined by such Merchant.

A Merchant may discontinue its rewards program and participation in the Services at any time. Modisoft reserves the right to terminate a Merchant’s rewards program and participation with the Services at any time. Upon termination of a rewards program for whatever reason, all Rewards will become null and void and will not be redeemable for any good, service, or any other value, financial or otherwise.

SECTION V: TERMS OF PURCHASE/SALE

5.1. Product Purchases.

Use of the Web site and App is free; however, the purchase of Products through the App requires the payment of fees by User through our payment processors, which may have their own applicable privacy policies. The amount of such fee is set out at all times during the transaction, including at the point of sale.

5.2. Refunds, Returns, Exchanges.

Products may be refunded and exchanged at the sole discretion of the Merchant. See the terms of sale at the point of sale for refund and exchange information. Certain products or services may be available exclusively online through the Web site or mobile App orders. These products or services may have limited quantities and are subject to return or exchange only according to Return Policy of the participating merchants.

5.3. Out of Stock or Backordered Items

It is possible that your order may have items that are currently back ordered or out of stock, in such cases it is our policy to ship out comparable alternatives. Merchants will approach Users directly to mutually agree to ship alternate or substitute or cancel the order, Merchants may notify you regarding such changes via e-mail, text message, or telephone call in order to notify Users of such back ordered or out of stock products and to offer comparable alternatives.

5.4. Product Images

We have made every effort to display as accurately as possible the colors and images of products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We or participating merchants, reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We/ Participating merchant reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

5.5. Product Quality and Warranty

Modisoft does not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

5.6. Order Cancellation

Participating Merchants reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete, and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that order can be completed and contact you as needed.

5.7. Substitution Policy

Merchants will refund the item value if no substitution can be found.

SECTION VI: INTELLECTUAL PROPERTY; PRIVACY

6.1. Intellectual Property Rights Not Waived.

This is an Agreement for access to and use of the Services, and you are not granted a license to any software or intellectual property by these Terms of Use. The Web site and Services are protected by U.S. and, where applicable, international intellectual property laws. The Web site and App belong to us and are the property of us or our licensors (if any). We retain all ownership rights in the Web site and App.

Furthermore, all material displayed or transmitted on this Web site and App, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (hereinafter “Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws and treaties.

Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.

You may make a single print copy of any Materials provided by us on this Web site and/or the App for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed on this Web site and/or Services without our express written permission. All requests for archiving, republication or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to info@modisoft.com.

You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Web site in accordance with these Terms of Use. Any of the Materials accessed or downloaded from this site must be accessed or downloaded in accordance with the Terms of Use specified in this Agreement. We reserve any rights not expressly granted under these Terms of Use.

6.2. Feedback.

You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (hereinafter, collectively, “Feedback.”) Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any Third Party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User's personal use.

Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to the Services, (hereinafter your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many Parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you.

SECTION VII: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS

7.1. Third Party Advertisements and Promotions.

Modisoft and/or Cartzie may, from time to time, run advertisements and promotions from Third Parties on the Web site and/or the App. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Web site and/or the App.

7.2. Use of Third-Party Tools.

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the Web site and/or the App is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the Web site and/or the App, including but not limited to the release of new tools. Such new features and/or Services shall also be subject to these Terms of Use.

7.3. Third-Party Links.

Certain content, products and services available via our Web site and App may include materials from Third-Parties.

Third-party links on the App may direct you to third-party Web sites and/or services that are not affiliated with Modisoft or Cartzie. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or Web sites and/or services, or for any other materials, products, or services of Third-Parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party with whom you connect via the App. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION VIII: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION

8.1. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.

(a) YOU AGREE THAT USE OF THE WEB SITE AND THE APP IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS WARRANT THAT THE USE OF THE WEB SITE OR THE APP SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEB SITE OR THE APP OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.
(b) ANY INFORMATION PROVIDED VIA THE WEB SITE, THE APP, DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS AND CONDITIONS.
(c) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE WEB SITE AND THE APP IS BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE WEB SITE OR THE APP.
(d) IN NO EVENT SHALL WE OR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PROFESSIONAL LIABILITY DAMAGES, MALPRACTICE LOSSES AND DAMAGES, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEB SITE OR THE APP.
(e) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE WEB SITE AND/OR THE APP YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE WEB SITE.
(f) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED AND NO/100 DOLLARS ($100.00) WHICHEVER IS GREATER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, employees and agents.

The above limitations shall survive these Terms and inure to the benefit of us and our affiliates, directors, officers, members, employees, contractors, parents, subsidiaries, agents, third-party content providers, licensors, and any purchasing person or entity in the event that we are sold, in whole or in part, and/or restructured.

8.2. INDEMNIFICATION.

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD MODISOFT AND/OR CARTZIE HARMLESS, AS WELL AS OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PAENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE SERVICES; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) YOUR USE OF THIRD-PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS, AND/OR TOOLS; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; OR (E) THE UNAUTHORIZED USE OF THE WEB SITE AND/OR THE APP BY ANY OTHER PERSON USING YOUR INFORMATION.

SECTION IX: GOVERNING LAW; ARBITRATION

9.1. Governing Law.

These Terms shall be governed and construed in accordance with the laws of the state of Texas without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Fort Bend County, Texas, and any cause of action that relates to or arises from these Terms and/or the Web site and/or the App must be filed therein unless subject to the binding arbitration provisions of Section 9.2.

9.2. Arbitration.

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the American Arbitration Association, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Fort Bend County, Texas. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of Texas

9.3. User Disputes.

You agree that you are solely responsible for your interactions with any other User, Merchant or third party in connection with the Services (or any third-party service with which the Service is integrated), and Modisoft will have no liability or responsibility with respect thereto. Modisoft reserves the right, but has no obligation, to become involved in any way with disputes between you and any Merchant or other third party in connection with the Services (or any third-party service with which the Service is integrated). In addition, without limiting the foregoing, Modisoft will have no liability or responsibility for any acts or omissions of Merchants with respect to their use of any of your information or your interactions with them.

10.1. Customer Service.

Should you have any questions, comments or concerns regarding the Web site or App customer service may be contacted at any time via support@cartzie.com. We strive to return all customer service inquires within forty-eight (48) business hours.

10.2. Affiliate Disclosure.

We may have an affiliate relationship with third parties and affiliates to whose products and/or services we link and promote through the App. Because of this relationship we may earn a commission on products purchased by a User from a third-party affiliate.

10.3. Server Location; International Transfer.

We operate globally so it is necessary to transfer your information internationally. In particular, your information will likely be transferred to and processed by our servers in the United States. The data protection and other laws of other countries may not be as comprehensive as those in your country. Please be assured that we take reasonable steps to ensure that your privacy is protected. By using the Web site and/or the App you consent to your information being collected, used and transferred as set forth in the Privacy Policy.

10.4. Authority.

Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such Party and enforceable in accordance with its Terms.

10.5. Waiver.

Any waiver of a right under these Terms & Conditions shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

10.6. Force Majeure.

We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.

10.7. Assignment.

We shall have the right to assign and/or transfer these Terms & Conditions and our rights and obligations hereunder to any Third Party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms & Conditions without our prior written consent in our sole and exclusive discretion.

10.8. Rights of Third Parties.

These Terms & Conditions do not give any right to any Third Party unless explicitly stated herein.

10.9. Relationship of the Parties.

The Parties are independent contractors under these Terms & Conditions, and nothing herein shall be construed to create a partnership, joint venture or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party.

10.10. Severability.

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

10.11. Survival.

The following provisions shall survive any termination or expiration of this Agreement: Section III, VI, VIII, IX, and X.

10.12. Notices.

Except as explicitly stated otherwise, any notices shall be given by postal mail to our registered agent and in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending Party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three days after the date of mailing.