Terms of Service

Last Updated: July 3rd 2023

Welcome to Carcort, a software-based and staff-powered mobility management service. The Service is owned and operated by Carcort, Inc., a Delaware corporation and its subsidiary (collectively, the “Company”, “we”, “us” and “our”).

Please read carefully the following Terms of Service (the “Terms”). By using, accessing or applying to register to the Carcort Platform, by any of the means acceptable to Carcort, including through the execution of a binding agreement (all will be referred herein as the “Carcort Contract”), the customer (“Customer”) agrees to be bound by these Terms. The Carcort Contract is incorporated into these Terms.

1. About the Carcort Platform
   • Carcort Platform. The Carcort Platform offers various management tools for those renting, leasing or loaning out vehicles.
   • Customer’s Account. Each Customer has an “Account” on the Carcort Platform with which he or she can manage multiple vehicles. Each Account is first and foremost accessible by the Account’s administrator (the “Admin User(s)”) and the Admin User is given access to tools for managing the Account itself. For instance, the Admin User can set up user accounts that the Admin User can assign to his or her team members so that they can manage the vehicles using Carcort Platform’s management tools.
2. Registration and creation of a Carcort Account
   • Applying to Register.
     In order to use the Carcort Platform, the Customer must apply for registration. The Customer must provide true, accurate, current and complete information in the course of the Customer’s application to register to the Carcort Platform, and the Customer is fully accountable for any outcome that may result from the Customer’s failure to do so. Within the application process, Carcort may request additional information, documentation and materials from the Customer, as it deems necessary, at its sole discretion. Once we complete processing, evaluating and considering the Customer’s application, we will determine, at our sole discretion, whether to accept or decline the Customer’s application to register to the Carcort Platform. We are not obligated to admit the Customer to the Carcort Platform. The Customer will have no plea, claim or demand against Carcort in connection with any decision we may or may not make regarding the Customer’s application or admission. Our decision is final and non-contestable. If we decline the Customer’s application to register to the Carcort Platform, these Terms will immediately terminate. If we believe that the registration information that the Customer provided is false or not correct, current or complete, or if we believe that the Customer has violated these Terms, we reserve the right to suspend or terminate the Customer’s application to register to the Carcort Platform. However, we have no obligation to verify the accuracy, correctness, or completeness of any information that the Customer or others have provided nor are we liable for losses or any damage resulting therefrom. The Customer may not hold payments that Carcort is entitled to due to such action by Carcort.
   • Once Registered.
     If we admit the Customer to the Carcort Platform, the Customer must, as a first step, create an Admin. The Admin can then create and assign multiple Users to his or her team members so that they can manage operations using Carcort Platform’s management tools. Each User can have multiple and different types of Account permissions that the Admin is responsible for assigning. Note, however, that we are not liable for errors or mistakes made with respect to such permissions. The Customer must ensure that whomever the Customer designates to use the Carcort Platform as an Admin User or another user, fully complies with these Terms. The Customer is liable for all acts or omissions of the Admin Users and all Users in connection with the Carcort Platform. Admin and Users access the Carcort Platform using their Account username and password. The Customer must make sure that the Admin and Users change their passwords periodically. The Admin and Admin Users must maintain the confidentiality of their account login details. Carcort shall not be responsible for the conduct and actions that the Admin User or other users engage in on the Account, The Customer is responsible for these actions including changes, deletion, and adding costly features.
3. Third parties
   • Integration with Third-Party Channels. If the Customer wishes to connect its Account to a Third Party Channel (each such interconnection is named an “Integration”), then the Carcort Platform may need to change the email or other user credential for the Customer to use with each respective Third Party Channel. The Carcort Platform will then maintain the Integration with the Customer’s account on the Third Party Channel. To do this, the Customer may need to change the email address or other user credential that he or she has listed on the Third Party Channel. Also, in order for the Carcort Platform to operate properly, the Customer must keep its account on the Third Party Channel connected to the Customer’s Account on the Carcort Platform. Carcort is not responsible, and accepts no liability, for any loss of data, reservations or revenue due to Customer’s failure to keep his or her account on the Third Party Channel connected to the Customer’s Account on the Carcort Platform. The Customer is exclusively responsible for all consequences of any failure. Carcort is not liable for any problems in the Customer’s Account on a Third Party Channel, including response rate or the account being locked out. Payments to Third-Party Channels are at the Customer’s cost and responsibility.
   • Third-Party Service Providers. Carcort shall not be responsible for Third-Party Service Providers, any and all communications, transactions payments, and engagements with Third Party Service Providers, are exclusively between the Customer and the relevant Third Party Service Provider. Carcort shall not screen, endorse or recommend Third Party Service Providers and cannot confirm their professional qualifications, skills, licenses, or permits needed for their line of work, or that they are properly covered by insurance.
   • Payment Processing Services. Our payment processing services are provided by a third parties, and it is offered to the Customer on an “as-is” and “as-available” basis. Carcort is not liable for any error or malfunction in such payment process service. The Customer is exclusively responsible for all tax filings and withholdings in connection with the collection of fees made through such payment process services. The Payment Processor may charge additional transaction fees for the integration with the Customer’s Carcort Account. We may deduct or withhold any amounts collected through the payment process service, to the extent we determine it to be necessary.
4. Fees and Payment Terms
   • Service Fees. Use of the Carcort Platform and the Add-On Services is subject to the fees at the rates, packages, schemes, amounts, overage charges, and payment cycles agreed upon by the Customer and the Company under the Carcort Contract.
   • Change of Fees. We may, from time to time, change the applicable fees, rates, packages, schemes, amounts, overage charges, and payment cycles. If we do so, we will put the Customer on notice of such changes, but we will not radically change these matters in a way that adversely affects the Customer, without obtaining his or her consent.
   • Additional Fees. You may incur certain other fees or charges for your use of the Carcort Platform and the Add-On Services (the “Additional Fees”). Any Additional Fees will be agreed upon by the Customer and Carcort.
   • Currency. Fees are chargeable in US Dollars, but we reserve the right to offer those fees be charged in other currencies. If we do so and the Customer opts to be charged in another currency, the Customer may be subject to additional exchange fees or commissions collected by the Customer’s payment method provider.
   • Exchange Rates. Exchange rates determined by a reputable third-party provider and converted with the exchange rate applicable at the time the given reservation is made and is rounded up. Carcort is not responsible, and accepts no liability for the exchange rate used or currency conversion performed.
   • Payment Methods. The Customer must pay the applicable fees using one of the payment methods we support, such as a credit card. By providing the Customer’s payment information, the Customer gives his or her consent to being billed for the applicable fees, in addition to any applicable surcharges or commissions that may apply under the Customer’s agreement with his or her payment method provider. The Customer must keep the billing information that he or she provided to Carcort current, complete, and accurate, and notify Carcort promptly in case of any change in the billing information. The Customer will be invoiced by Carcort and/or any of its subsidiaries. Depending on the payment method selected by the Customer, payments may be collected by the relevant third-party payment service provider and not necessarily directly by us, in which case we are not responsible for their mishandling of the Customer’s payment information or any related security breaches.
   • Refunds and Set-off. Except where we expressly agree otherwise, or as set out in these Terms or the terms applicable to any Add-On Services, the Customer is not entitled to any refunds or reimbursements in connection with the Carcort Platform, the Add-On Services, or the applicable fees. In any event, the Customer is not entitled to a refund for partial use of the Carcort Platform, any unused portion of the Carcort Platform, unused features of the Carcort Platform, or for any time period during which the Customer did not actually use or take advantage of the Carcort Platform. Customer may not set-off or deduct amounts from fees due to Carcort.
   • Failure to Pay. Fees that we are unable to charge through the payment method the Customer provided, as well as payable fees for which the Customer has not provided a payment method, are deemed overdue. Failure to settle any overdue fee within seven (7) calendar days of its original due date constitutes a breach of these Terms, entitling Carcort to suspend the Customer’s Account. Failure to settle any overdue fees within fourteen (14) calendar days of its original due date constitutes a material breach of these Terms.
   • Late Payment. Without derogating from any other rights and remedies available to Carcort under applicable law, overdue fees may accrue interest at the rate of three-quarters of one percent (0.75%) per month or part thereof, cumulative monthly on the linked capital from the due date until the date of actual payment. The Customer will reimburse Carcort for all legal costs, chargebacks, chargeback fees, credit card commissions, and attorney fees we incur in the course of collecting overdue or disputed fees.
5. Cancellation of the Carcort Account
   • Duration
     These Terms, including the Customer’s right to use the Carcort Platform and any Add-On Services and our right to charge fees, will continue for any minimum term the Customer has agreed to as part of the Carcort Contract, and thereafter until either we or the Customer terminates or cancels them as referred to in this section.
   • Termination by the Customer
     The Customer may request to terminate these Terms and the Customer’s Account by clicking the “Cancel Account” button available on the Carcort Platform, or alternatively by having the Admin send an email requesting termination to our Support email address support@carcort.com. Termination will enter into effect once we complete processing the Customer’s request.
     If the Customer terminates the Carcort Contract as above then the Customer shall pay to the Company an early termination fee, equal to the amount of the Customer’s Minimum Monthly Fee (as defined in its Carcort Contract) multiplied by the number of the remaining months on any minimum the applicable Term.
   • Termination by the Company
     In addition to any remedies that may be available to Carcort under any applicable law, we may promptly temporarily or permanently deny, limit, suspend, or terminate the Customer’s Account, prohibit the Customer from accessing the Carcort Platform, and take technical and legal measures to keep the Customer off the Carcort Platform, if we, in our reasonable discretion, determine that (i) the Customer abused the Customer’s rights to use the Carcort Platform; or (ii) the Customer materially breached these Terms; or (iii) the Customer performed any act or omission which is harmful or likely to be harmful to the Company, or any other third party, including other users of the Carcort Platform.
   • Liability for Termination
     We will not be liable to the Customer for terminating the Customer’s Account or access to the Carcort Platform in accordance with the provisions of these Terms.
   • Payments Upon Termination
     Upon termination of the Customer’s Account, the Customer must immediately settle all due fees and payments incurred up through the effective date of termination.
   • Customer’s Information and Data
     We may permanently delete the Customer’s Account on the Carcort Platform, including all information and data it contains. Subject to the Customer’s payment of all due fees and payments incurred up through the effective date of termination, we will export and make available to the Customer a copy of the information and data that the Customer’s Account contains, as of the effective date of termination.
   • Survival
     Provisions in these Terms that by their nature are intended to survive termination of these Terms will so survive, including the following sections: Important disclaimers, Fees, Privacy, Copyright policy Intellectual property, Termination, Disclaimer of Warranty, Limitation of liability, Indemnification, Governing law and dispute resolution, and General.
6. Technical support
   • We will provide the Customer technical support for questions, problems, and inquiries regarding the Carcort Platform, during our regular business days and hours, and pursuant to the support scheme, hours and channels separately conveyed to the Customer.
   • We will make genuine efforts to respond to the Customer’s technical questions, problems, and inquiries quickly. However, we: (i) may not provide such support for matters that we deem, at our sole discretion, to require unreasonable time, effort, costs, or expenses;(ii) make no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry. Note that we may also refer the Customer to the Carcort Platform’s self-help pages which provide explanatory sections about various aspects of the Carcort Platform.
7. Other features
   • API. The Carcort Platform also offers API for the Customer to develop software and other services utilizing the Carcort Platform’s features. The provisions in these Terms of Service apply to the APIs as they do to the Carcort Platform.
8. Changes; Temporary Suspension
   • Changes; Temporary Suspension. We will make genuine efforts to notify the Customer ahead of time of any changes or temporary suspension, but cannot guarantee that we will do so. We may, at any time and without prior notice, change the layout, design, scope, features, or availability of the Cacort Platform and Add-On Services. Such changes, by their nature, may cause inconvenience or even malfunctions. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT WE DO NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO, OR IN CONNECTION WITH THE INTRODUCTION OF SUCH CHANGES OR FROM ANY MALFUNCTIONS OR FAILURES THAT MAY RESULT THEREFROM.
   • Periodic Maintenance. We may suspend the operation of the Carcort Platform or any Add-On Service, in whole, or part, for all users, or for certain users, for periodic maintenance or similar purposes.
9. Acceptable use
   • We may, from time to time, issue and notify the Customer of guidelines, rules, and instructions addressing, among other things, technical, business, marketing, and operational matters concerning the Carcort Platform and its use. The Customer shall follow these guidelines and instructions.
   • When using the Carcort Platform, the Customer must refrain from (i) breaching these Terms, Carcort Contract terms, or any other applicable rules and instructions that we may convey with respect to the use of the Carcort Platform; (ii) engaging in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law or regulations, including laws governing privacy, defamation, spam and intellectual property; (iii) interfering with, burdening or disrupting the functionality of the Carcort Platform; (iv) breaching the security of the Carcort Platform or identifying any security vulnerabilities in it; (v) circumventing or manipulating the operation or functionality of the Carcort Platform, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Carcort Platform;(vi) using or launching any automated system, including robots, crawlers and similar applications to collect and compile content from the Carcort Platform; (vii) displaying the Carcort Platform or any part thereof in an exposed or concealed frame, or linking to elements or portions of the Carcort Platform, independently from the manner on which they originally appear or are made available through the Carcort Platform; (viii) impersonating any person or entity, or making any false statement pertaining to the Customer’s identity, medical condition, agency or affiliation with any person or entity;(ix) collecting, harvesting, obtaining or processing personal information of or about other users of the Carcort Platform; and/or (x) using the Carcort Platform for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Carcort’s endorsement, partnership or otherwise misleads others as to the Customer’s affiliation with Carcort or in order to develop or create a similar or competitive service.
   • Without derogating from any of the above the Customer may not post or submit any information, or use the Carcort Platform in conjunction with any materials, that: (i) may infringe or violate the rights of others, including a person’s right to privacy, or otherwise cause harm to anyone; (ii) may depict or identify minors, their personal details, their address or ways to contact them; (iii) may include software viruses, spyware or any other malicious applications; (iv) may, through posting, publication, dissemination, or making available to the public, be prohibited by any applicable law, including court orders; (v) may be threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene or racially, ethnically or otherwise objectionable; and/or (vi) may include unsolicited commercial communications (‘spam’), chain letters, or pyramid schemes. If the Customer finds any content on the Carcort Platform that violates these Terms, please contact Carcort at: legal@carcort.com. We will review every request and take action as necessary. WE MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE CARCORT PLATFORM., IN ACCORDANCE WITH OUR PRIVACY POLICY. WE MAY SUSPEND THE CUSTOMER’S ACCOUNT, OR BLOCK THE CUSTOMER’S ACCESS TO, AND USE OF, THE CARCORT PLATFORM, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, REASONABLY BELIEVE THAT THE CUSTOMER HAS MISUSED THE CARCORT PLATFORM.
10. Taxes
    • Carcort’s fees do not include VAT or sales tax, or any other tax which may be applicable. If these taxes apply, the Customer will be charged accordingly, and the Customer consents to those charges.
    • The Customer is solely responsible for completing and filing all tax forms, declarations, and submissions to the tax authorities as required by the tax laws applicable to the Customer and for paying all applicable taxes in connection with the Customer’s Properties and the income the Customer generates from them.
11. Regulation and Customer Data
    • Personal Data.  You hereby instruct Carcort to process any and all personal data elements that you choose to make available to or through the Services or that you otherwise share with Carcort in order to provide you with and improve the Services (hereinafter “Personal Data”). When Carcort follows these instructions, it is operating as the Data Processor. You are the Data Controller who determines which Personal Data elements are relevant, and based on that analysis you decide in your sole discretion which Personal Data elements to make available to or through the Service or otherwise share with Carcort. In these situations, Carcort processes the Personal Data on your behalf. The Customer also provides permission to Carcort to use Sub Processors of personal data to provide you with and improve the Services. Our Data Processing Addendum is incorporated into these Terms by reference.
    • GDPR. You shall have sole responsibility for compliance with various data protection regulations including GDPR. You should satisfy the data subjects’ rights such as modification, transfer, deletion, consent for marketing activities, etc. regarding the personal data by using the tools Carcort Platform provides. Carcort should not be liable for any failure of the Customer to comply.
    • Personal Data Compliance. The Customer shall have sole responsibility for compliance with all relevant regulations governing the use and protection of any personal data stored by it outside the Platform. Carcort will not be liable for any failure of the Customer to comply. Carcort requires, and you hereby warrant and represent, that any Personal Data you submit to Carcort to or through the Services, or during or in connection with your use of the Services, has not been collected, stored, and transferred to Carcort in violation of any law, regulation, or contractual obligation applicable to you. You shall have sole responsibility for the accuracy, quality, and legality of the data and the means by which you acquired the Personal Data.
    • Information and Content. Carcort shall not be not responsible for any inaccurate, incorrect, or misleading information that the Customer, the Admin Users, or other users provide to end customers. Carcort shall also not be responsible for any such information that the Carcort Platform provide to end customers on the basis of information or data that originates from the Customer, Admin Users or other users, Third Party Channels, or Third Party Service Providers. The Customer shall be solely responsible for any content it provides, publishes, transmits, displays, or otherwise communicates through the Carcort Platform and for the consequences associated with doing so.
    • Carcort Platform Compliance. The Customer shall be the sole responsible for the Customer’s compliance, or non-compliance, with any and all requirements under any law or regulation regarding Customer’s use of the Carcort Platform, the vehicles, renting the vehicles out, or accommodating end customers.
    • Marketing Activities. Customer shall conduct its marketing activities in compliance with all laws and regulations. Carcort provides the tools to collect online consent from relevant data subjects for marketing activities. Carcort should not be liable for any failure of the Customer to comply.
    • Account Data Backups. Although we use advanced methods to store, backup and maintain the Customer’s Account data we do so as a mere courtesy to the Customer and the Customer remains exclusively responsible for maintaining his or her backups.
12. Privacy and Copyright policies
    1. Privacy Policy. We respect the Customer’s privacy. Our Privacy Policy (the “Policy”), which is incorporated into these Terms by reference, explains the privacy practices on the Carcort Platform. We may revise our Privacy Policy, in whole, or in part, at any time. by continuing to use Carcort Platform and Carcort services you agree that you have read our updated Privacy Policy and that your use is subject to it.
13. Intellectual property
    • General. The Carcort Platform is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Carcort Platform is made available for use and access, not sold or licensed.
    • Exclusive Property. All rights, title, and interest in and to the Carcort Platform, including without limitation, patents, copyrights, trademarks, trade names, service marks, trade secrets, and other intellectual property rights and any goodwill associated therewith (but excluding any content the Customer submits to the Carcort Platform and any content imported from third-party sources), are the exclusive property of the Company and its licensors. This includes the Website’s design, graphics, computer code, domain name, and “look and feel”.
    • Limitations. The Customer may not, either by itself or by a third party on the Customer’s behalf, copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human-readable form, execute publicly, make available to the public, adapt, make commercial use of, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of the Carcort Platform or any part thereof, in any way or by any means. The Customer may not use Carcort’s name, mark(s), logo(s) or domain name, or any other name, mark(s), logo(s), or domain name that is similar thereto. The Customer must refrain from any action or omission that may dilute, or damage our goodwill.
14. Pilot Rollout Phase
    • General.  The Company may offer the user to participate in a pilot program for a new feature(s) that haven’t been made available yet to all users in the Carcort Platform and are in the stage of testing (“Pilot”). During the Pilot, Carcort’s Product team monitors the use of these new features and gathers feedback from the users to determine if the features are ready for full- scale release, or if some modifications and fine-tuning are still needed (under this section, the “Feature(s)”).
    • Representations.  The user hereby acknowledges that Company does not promise or guarantee that any of the Feature(s) developed under the Pilot will: (i) be eventually adopted by the Company; (ii) conform to certain criteria; (iii) be executed within certain timeframes; or (iv) be delivered in accordance with the specifications and/or feedback of the user. For the avoidance of doubt, the Company shall be the sole and exclusive owner of any of the Feature(s) developed under the Pilot (including any rights in patents, copyrights, trademarks, trade secrets, moral rights, and any other proprietary rights related thereto) and it shall have no obligation to make corrections, modifications, repairs or replacements to the Feature(s).
    • Disclaimer of Warranties. Without derogating from the generality of these Terms, we and our affiliates and agents make no promises or warranties about the suitability, reliability, availability, timeliness or accuracy of the Feature(s). To the extent permitted by law, the Feature(s) will be delivered “as is” without warranty or condition of any kind and we disclaim all warranties and conditions of any kind with regard to the Feature(s) and the Pilot, including without limitation, any warranties of merchantability, completion, quality, compatibility, performance, accuracy, or expected benefits. Company shall in no event be responsible for any liability for any damages caused to the user due to its participation in the Pilot or by any deficiency, defect, error, or malfunction of any of the Feature(s). The Company may change, suspend, or discontinue the Pilot at any time without notice or liability.
15. Amendments to the Terms
    • General Amendments. We may revise these Terms, in whole, or in part, at any time, and from time to time. By continuing to use Carcort Platform and Carcort services you agree that you have read our updated Terms of Service and that your use is subject to it. In case of legal requirement or necessity, we may also introduce immediate changes to these Terms. The latest version of the Terms and its effective date will always be accessible on the Service.
    • Changes to the “Fees and Payment Terms” and “Acceptable use”. Be advised, however, that issuance of guidelines, rules, and instructions regarding the Carcort Platform (as set out in the section titled “Acceptable use” above), as well as material changes to the applicable fees (as set out in the section titled “Fees” above), are not subject to the rules on revisions to the Terms which are described in this section. Material changes on these matters will be made with notice to you, and your continued use of the Carcort Platform following such changes constitutes your acceptance of those changes.
16. DISCLAIMER OF WARRANTY
    THE CARCORT PLATFORM AND ADD-ON SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WE AND OUR AFFILIATES, AND OUR AND OUR AFFILIATES’ EMPLOYEES, DIRECTORS, OFFICERS, SUBCONTRACTORS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, “PERSONNEL”) DISCLAIM ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE CARCORT PLATFORM AND ADD-ON SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY, ACCURACY, ENHANCED GOODWILL OR EXPECTED BENEFITS. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE CARCORT PLATFORM AND ADD-ON SERVICES, WHETHER OR NOT MADE BY ANY OF OUR PERSONNEL, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY US, OUR AFFILIATES, OR THE PERSONNEL FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF OURS, OUR AFFILIATES, OR THE PERSONNEL WHATSOEVER.ALL OF THE DISCLAIMERS CONTEMPLATED UNDER THIS TERMS INCLUDING THE DISCLAIMERS SET OUT UNDER THE SECTION TITLED “IMPORTANT DISCLAIMERS” ABOVE AND ARE INCORPORATED BY REFERENCE INTO THIS SECTION AS WELL.
17. LIMITATION OF LIABILITY
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, AND THE PERSONNEL, SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, LOSS OF PROFIT, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, AND ANY INTANGIBLE OR ECONOMIC LOSS, WHETHER BASED ON TORT, NEGLIGENCE, OR ANY OTHER THEORY OF LIABILITY, WHERE SUCH ARISES FROM OR IN CONNECTION WITH: (A) THE CARCORT PLATFORM AND ADD-ON SERVICES, (B) THE USE OF OR THE INABILITY TO USE THE CARCORT PLATFORM AND ADD-ON SERVICES, (C) THE CUSTOMER’S ACCOUNT, (D) THIRD PARTY CHANNELS OR THIRD PARTY SERVICE PROVIDERS, (E) CUSTOMERS’ CONDUCT OR MISCONDUCT, (F) USERS’ USE OF THE CARCORT PLATFORM AND ADD-ON SERVICES, (G) THE CUSTOMER’S RELIANCE UPON OR THE EXPECTED OUTCOME OR BENEFITS FROM THE CARCORT PLATFORM AND ADD-ON SERVICES, (H) ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE CARCORT PLATFORM AND ADD-ON SERVICES, (I) ANY FAULT, OR ERROR MADE BY OUR PERSONNEL, (J) DENIAL OR CANCELATION OF THE CUSTOMER’S ACCOUNT, OR (K) FROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF DATA ON THE CARCORT PLATFORM AND ADD-ON SERVICES.IN ADDITION, WE AND OUR PERSONNEL SHALL NOT BE LIABLE TO THE CUSTOMER FOR ANY DAMAGE ARISING FROM EVENTUALITIES DISCLAIMED UNDER THIS TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO THE CUSTOMER FOR ANY LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE AMOUNTS THE CUSTOMER PAID CARCORT (IF ANY) IN THE THREE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE LIABILITY. THIS AMOUNT LIMITATION SHALL NOT APPLY IN THE EVENT THAT THE LIABILITY WAS CAUSED BY OUR WILLFUL MISCONDUCT.
18. Indemnification
    To the maximum extent permitted by law, the Customer will indemnify, defend and hold harmless, Carcort, its affiliates, their users and partners, and the Personnel at the Customer’s own expense and immediately after receiving written notice thereof, from and against any damages, losses, costs, and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with the Customer’s use of the Carcort Platform or Add-On Services, the Customer’s breach of the Terms, the Customer’s violation or infringement of any other person’s rights, the Customer’s communications through the Carcort Platform or Add-On Services, or the eventualities disclaimed under this Terms including under the section titled “Important disclaimers” above.
    
19. General
    • Whenever used in these Terms, the term “Including“ or “Such as”, whether capitalized or not, means without limitation to the preceding phrase. All examples and e.g. notations are illustrative, not exhaustive.
    • Entire Agreement. These Terms constitute the entire agreement between the Customer and Carcort concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements, and statements.
    • Waiver and Modification. No waiver, concession, extension, representation, alteration, addition, or derogation from these Terms by us, or pursuant to these Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative. Failure on our part to demand performance of any provision in these Terms shall not constitute a waiver of any of our rights under these Terms.
    • Successors and Assigns.  These Terms are personal to the Customer, and the Customer may not assign, delegate, or transfer the Customer’s rights and obligations under these Terms without our prior written consent. Any attempted or actual assignment by the Customer, without our prior consent, shall be null and void (i.e., have no effect).
      We may assign our rights and responsibilities under these Terms or transfer them entirely to a third party (in each case including all rights, duties, liabilities, and obligations therein), upon notice to the Customer, if we are subject to a major corporate transaction such as a merger, acquisition, change of control, or the sale of all or substantially all of our equity or assets.
      We may also assign and delegate any or all of our rights and obligations under these Terms or transfer them entirely to one or more of our subsidiaries (i.e., affiliate companies), without providing prior notice to the Customer.
    • Severability. If any provision of these Terms is held to be illegal, invalid, or unenforceable by a competent court or arbitration tribunal, then the provision shall be performed and enforced to the maximum extent permissible by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of these Terms shall continue to remain in full force and effect.
    • Contact us. The Customer may contact Carcort with any questions or comments, at: Legal@carcort.com