ICTV Direct1.1 ICTV Direct provides You, as a store merchant, with certain hosted software to manage subscription payments and orders, recurring billing, and related services.

1.2 To the extent You wish to use ICTV Direct ’s SMS management service (“SMS Service”), such SMS Service shall be subject to the SMS Mobile Message Management Program Terms and Conditions Section of these Terms.

1..3 You are solely responsible for all of the terms and conditions of the transactions conducted with Your customers, including, without limitation, terms regarding payment, subscriptions, returns, warranties, shipping, handling, transportation, storage, insurance, fees, applicable taxes, text messaging (if applicable), title and licenses, all of which must be in accordance with applicable law.

1.4 If You choose to access or use ICTV Direct ’s API, including any modification or personalization of the API, the ICTV Direct API Agreement shall govern Your access to and use of the API (as defined therein). The ICTV Direct API Agreement is incorporated by this reference into, and made a part of, these Terms. You are solely responsible for any activity that occurs using Your Credentials (as defined in the ICTV Direct API Agreement) and for keeping Your Credentials secure in accordance with the terms of the ICTV Direct API Agreement.

By agreeing to these Terms, You represent and warrant to us that if You are an individual: (a) You are at least 18 years old; (b) You are not currently and have not previously been suspended or otherwise removed from the Service; and (c) Your registration and Your use of the Service is and will remain in compliance with any and all applicable laws and regulations at all times. If You are an entity, organization, or company, the individual accepting these Terms on Your behalf represents and warrants that they have authority to agree and bind You to these Terms.

To access the Service, You must register for an account. When You register for an account, You will be required to provide us with information about Yourself, such as Your name, email address, store URL, or other contact information. You agree that the information You provide to us is accurate, current, and complete and that You will keep it accurate, current, and complete at all times. When You register, You will be asked to provide a password. You are solely responsible for maintaining the confidentiality of Your account and password, and You accept responsibility for all activities that occur under Your account. If You believe that Your account is no longer secure, then You must immediately contact us.

Certain features of the Service may require You to pay fees. Except as otherwise expressly stated in an active order form or these Terms, all payment obligations are non-cancellable and all fees are in Canadian Dollars and are non-refundable.

4.1 Price. Recharge reserves the right to determine pricing for the Service. Unless otherwise expressly set forth in an active order form, ICTV Direct, at its sole discretion, may change the fees for any feature of the Service, including additional fees or charges, on a going-forward basis. ICTV Direct, at its sole discretion, may make promotional offers with different features and pricing to any of ICTV Direct’s customers. These promotional offers, unless made to You, will not apply to the Service we provide to You or these Terms as between ICTV Direct and You. If the pricing for the Subscription Fee or Your Subscription Service (as such terms are defined in Section 4.4 below) increases, we will notify You, and provide You with an opportunity to change Your Subscription Service before applying those changes to Your account or charging Your payment details in connection with an automatic renewal. The notification will inform You of how long You have to change Your Subscription Service before the changes are applied to Your account.

4.2 Order Form. If You enter into an order form with ICTV Direct, You agree to pay for the Services on the pricing terms set forth in the order form during the term and any automatic renewal terms, as applicable, as set forth in the order form, unless otherwise agreed upon in writing by both parties.

4.3 Authorization. You authorize ICTV Direct to charge all sums for the orders that You make and any level of Service You select as described in these Terms or published by ICTV Direct, including all applicable taxes, to the payment method specified in Your account, which may include billing via an invoice from ICTV Direct. If You pay any such sums with a credit card, ICTV Direct may seek pre-authorization of Your credit card account prior to Your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Your purchase.
Subscription Service. The Service may include automatically recurring payments for periodic charges (“Subscription Service”). If You activate a Subscription Service, You authorize ICTV Direct to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or Your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date on which You first purchase Your subscription to the Service. For

4.4 Your “Subscription Fee”. Your active order form, as applicable. Your account will be charged the Subscription Fee plus all applicable fees and taxes automatically on or after the Subscription Billing Date. The subscription will continue unless and until You cancel or we terminate Your subscription. We, or the relevant ecommerce platform hosting Your store(s), will bill the periodic Subscription Fee plus all applicable fees and taxes to the payment method specified in Your account, which may include billing via an invoice from ICTV Direct. If You believe that ICTV Direct has billed You incorrectly, You must contact ICTV Direct no later than thirty (30) days after the applicable billing date in order to be eligible for an adjustment or credit, and failure to do so within the aforementioned period will constitute Your agreement that the amounts charged are accurate and valid. Unless otherwise agreed by the parties, You may cancel the Subscription Service by initiating the cancellation process in Your account or contacting us.

4.5 Delinquent Accounts. ICTV Direct may suspend or terminate Your access to the Service, including fee-based portions of the Service, if any amount in Your account is due but unpaid. In addition to amounts due for the Service, a delinquent account may be charged additional fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees.

5.1 Limited License. Subject to Your complete and ongoing compliance with these Terms, ICTV Direct grants You, solely for Your access to and use of the Service, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.

5.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, You may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service, except as expressly permitted or directed by ICTV Direct; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. For the avoidance of doubt, if You are prohibited under applicable law from using the Service, You may not use it.

5.3 Feedback. If You choose to provide input and/or suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), whether or not such Feedback is provided in response to a request from ICTV Direct, then You hereby grant ICTV Direct an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to freely use and exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

5.4 Scripts. ICTV Direct may, in its discretion, make available certain code (“Scripts”) to be copied and pasted and, solely to the extent expressly permitted by ICTV Direct, customized and/or otherwise modified by You (for example, to enable integrations with partners). You agree not to customize and/or modify Scripts except to the extent expressly permitted by ICTV Direct. You agree ICTV Direct bears no responsibility for Scripts that You may customize or modify, and You take full responsibility for any liability arising in connection with any such customized and/or modified Scripts. To the extent that You obtain any ownership in any customization or modification that You may make to a Script as authorized hereunder, You agree that this shall not affect the ownership rights in such Script, and You hereby grant ICTV Direct a perpetual, irrevocable, fully-paid, transferable, sublicensable, worldwide right and license under any intellectual property rights that You may own in all such customizations and modifications.  For the avoidance of doubt, Scripts and any improvements and/or modifications that we make to such Scripts are owned by ICTV Direct and protected by intellectual property and other relevant laws.

6.1 Data Privacy. Please read the ICTV Direct Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of Personal Information (as defined therein). The ICTV Direct Privacy Policy is incorporated by this reference into, and made a part of, these Terms. Additionally, if: (a) You are established in the United Kingdom (“UK”) or European Economic Area (“EEA”); (b) You provide goods or services to customers in the UK or EEA; (c) You are otherwise subject to the requirements of the UK or EEA privacy laws; or (d) You are subject to the requirements of applicable local privacy law, ICTV Direct’s collection and use of personal information is also subject to our Data Processing Addendum. Our Data Processing Addendum is incorporated by this reference into, and made a part of, these Terms.

6.2 ICTV Direct may collect and analyze information related to Your account including, without limitation, information relating to the provision, use and performance of various aspects of the Service and related systems and technologies, as well as information concerning Your Content (as defined below in Section 9) and data derived therefrom, for any purpose including the legitimate business purposes of providing and improving the Service (subject to Section 6.1 with respect to Personal Information). ICTV Direct may improve the Service through product development, account traffic monitoring, diagnostic testing, and corrective actions.

7.1 As between You and ICTV Direct, the Service is owned and operated by ICTV Direct. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), Scripts, products, software, services, and all other elements of the Service (“Materials”) are protected by intellectual property and other relevant laws. All Materials included in the Service are the property of ICTV Direct or its third-party licensors. Except as expressly authorized by ICTV Direct, including under these Terms, You may not access or make use of the Materials. ICTV Direct reserves all rights to the Materials not granted expressly in these Terms.

8.1 Third-Party Services. Certain features and functionalities within the Service may allow You and Your customers to interface or interact with, access, use, and/or disclose information to compatible third-party services, products, technology and Content (collectively, “Third-Party Services”) through the Service. ICTV Direct does not provide any aspect of the Third-Party Services and does not assume any liability arising in connection with any use of such Third-Party Services, including any compatibility issues, errors, or bugs in the Service or the Third-Party Services that may be caused in whole or in part by the Third-Party Services or any update or upgrade thereto. You are solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for You to use the Third-Party Services in connection with the Service.

8.11 Third-Party Services and Linked Websites. ICTV Direct may provide tools through the Service that enable You to export information to a Third-Party Service. By using one of these tools, You agree that ICTV Direct may transfer that information to the applicable Third-Party Service. You acknowledge and agree that the Third-Party Service is not under ICTV Direct’s control, and, to the fullest extent permitted by law, ICTV Direct is not responsible for any Third-Party Service’s use of any exported information. The Service may also contain links to third-party websites. Linked third party websites are not under ICTV Direct’s control, and Recharge is not responsible for their content.

8.2Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to You subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict You from obtaining Third-Party Components under the applicable third-party licenses or to limit Your use of Third-Party Components under those third-party licenses.

8.3 Authorized Service Providers

8.3.1You may utilize an Authorized Service Provider (as defined below) to integrate into and/or implement the Service (or components thereof, including our API) and provide services related thereto.

8.3.2 You may utilize an Other Service Provider (as defined below) to integrate into and/or implement the Service (or components thereof, including our API) and provide services related thereto, provided, that, You shall be responsible for such Service Provider’s compliance with these Terms as if such Service Provider was a party hereto. To the fullest extent permitted by law, You will indemnify and hold the ICTV Direct Entities (as defined below) harmless from and against any and all liabilities, damages, losses, costs and expenses, including reasonable attorneys’ fees, incurred by the ICTV Direct Entities related to any claim, suit, action or proceeding brought by a third party arising out of or connected with Your use of any Other Service Provider for purposes of the integration and/or implementation of the Service (or components thereof, including our API).

8.3.3 In such event, You and such Authorized Service Provider or Other Service Provider, as applicable, are solely responsible for all costs or expenses arising out of the use of such Authorized Service Provider or Other Service Provider, as applicable. No Authorized Service Provider or Other Service Provider shall have any authority or ability to exercise any control, including any business or technical control, over the Service.

8.3.4 “Authorized Service Provider” means those individuals, agencies, companies and entities that ICTV Direct has a contractual relationship with.

8.3.5“Other Service Provider” means those individuals, agencies, companies, and entities that (i) are not competitors of ICTV Direct (as determined in its sole discretion); (ii) are providing services to You pursuant to an enforceable agreement with You, consistent with general industry standards; (iii) agree to be bound by these Terms as if a party hereto; and (iv) access and use the Service solely for Your benefit.

9.1 Content Generally. Certain features of the Service may permit You to upload content to the Service, including messages, reviews, photos, video, images, folders, data, text, and other types of works (“Content”) and to publish Your Content on the Service. You retain any copyright and other proprietary rights that You may lawfully hold in Your Content.

9.2 Limited License Grant to Recharge. By uploading or otherwise publishing or providing Content to or via the Service, You grant ICTV Direct a worldwide, non-exclusive, royalty-free, fully-paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, process, or modify for the purpose of formatting for display, and distribute such Content, in whole or in part, in any media formats and through any channels now known or hereafter developed.

9.3 Limited License Grant to Other Users. By uploading or otherwise publishing or providing Content to or via the Service to other users of the Service, You grant those users a non-exclusive license to access and use such Content as permitted by these Terms and the functionality of the Service.

9.4 Content Representations and Warranties. ICTV Direct disclaims any and all liability in connection with all Content that You upload or otherwise publish or provide to or via the Service. You are solely responsible for all Content that You upload or otherwise publish or provide to or via the Service and the consequences of uploading or otherwise publishing or providing such Content to or via the Service. By uploading or otherwise publishing or providing any Content to or via the Service, You affirm, represent, and warrant that:

9.4.1 You are the creator and owner of all Content that You upload or otherwise publish or provide to or via the Service, or have the necessary licenses, rights, consents, and permissions to authorize ICTV Direct and users of the Service to use and distribute such Content as necessary to exercise the licenses granted by You in this Section, in the manner contemplated by ICTV Direct, the Service, and these Terms;

9.4.2 All Content that You upload or otherwise publish or provide to or via the Service, and the use of such Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause ICTV Direct to violate any law or regulation; and

9.4.3 All Content that You upload or otherwise publish or provide to or via the Service could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.

9.5 Content Disclaimer. We are under no obligation to edit or control Content that You or other users post or publish, and are not and will not be in any way responsible or liable for such Content. ICTV Direct may, however, at any time and without prior notice, screen, remove, edit, or block any Content that we determine in our sole discretion violates these Terms or is otherwise objectionable. You understand that when using the Service, You will be exposed to Content from a variety of sources and acknowledge that such Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do hereby waive, any legal or equitable right or remedy You have or may have against ICTV Direct with respect to such Content. If ICTV Direct is notified by a user or Content owner that such Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the Content, which we reserve the right to do at any time and without notice. For clarity, ICTV Direct does not permit copyright-infringing activities in connection with the Service.

9.6 Monitoring Content. ICTV Direct does not control and does not have any obligation to monitor: (a) Content, including any Content made available by third parties; or (b) the use of the Service by Your customers. You acknowledge and agree that ICTV Direct reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational and other purposes. If at any time ICTV Direct chooses to monitor any Content, ICTV Direct still assumes no responsibility or liability for Content or any loss or damage incurred as a result of the use of such Content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

9.7 Your Use of the Service. You agree to comply with all applicable laws and regulations applicable to Your use of the Service, including, but not limited to, any and all requirements and obligations under applicable automatic renewal and data protection laws and regulations.

10.1 We may send You emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions directly in the promotional email.

11.1 By using the Service, You covenant and represent and warrant to ICTV Direct that You will comply with and will not violate, attempt to violate, or assist or permit any third party to violate our Acceptable Use Policy.

11.2 The Acceptable Use Policy is incorporated by reference into these Terms as if set out in full in these Terms. In the event of any conflict or inconsistency between the terms and conditions of these Terms and the Acceptable Use Policy, the Acceptable Use Policy will control.

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Subject to Section 4, revisions will be effective immediately except that, for existing users, material revisions will be effective the earlier of (i) Your assent to the updates or (ii) 30 days after the earlier of posting or notice to You of such revisions unless otherwise stated. If a change to these Terms materially modifies Your rights or obligations, as determined in our sole discretion, we may require that You accept the modified Terms in order to continue to use the Service. If You do not agree to the modified Terms, You should remove all Content that You uploaded or otherwise published or provided to or via the Service and discontinue Your use of the Service.

Except as expressly permitted in this Section, as between You and ICTV Direct, these Terms may be amended only by a written agreement signed by authorized representatives of each of You and ICTV Direct.

This policy was last updated on 16 August 2023