BEFORE YOU USE THE SERVICE SUBJECT TO THESE TERMS OF SERVICE (THE "AGREEMENT"), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN RECURLY, INC. ("OUR", "US", "WE", THE “COMPANY” OR "RECURLY"), AND YOU ("YOU", "YOUR" OR "YOURSELF") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SUBSCRIPTION MANAGEMENT AND BILLING SOFTWARE SERVICE.

THE RECURLY SERVICE (THE "SOFTWARE" OR "SERVICE") ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THE SOFTWARE, OR ANY PORTION OF IT, MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES, AND WILL BE PROSECUTED TO THE MAXIMUM EXTENT POSSIBLE UNDER THE LAW. OUR SOFTWARE IS LICENSED, NOT SOLD.

  1. Regarding Recurly Service

    1. By paying all applicable fees set forth here and as long as you are a customer of Recurly, you are granted a right to use the Recurly Service (the “Service”) in connection with your use of the salesforce.com AppExchange Checkout (the “AppExchange Checkout”) subject to the restrictions set forth in this TOS agreement and any other restrictions stipulated to you by us in writing.

    2. By selecting Recurly as a service and utilizing it, you agree to pay for the Service in accordance with our service fees and to pay the service fees until you cancel your account with Recurly.

    3. Recurly may revise its fees upon 30 days prior notice.

    4. You must supply Recurly with current and complete information to register for Service.

    5. You can terminate your account at any time; and Recurly reserves the right, in its sole discretion, to terminate your account if you violate this Agreement.

    6. Recurly keeps a protected copy of the credit card numbers of your users. This billing data belongs to you (and your customers) and by utilizing the Service, you grant Recurly a license to use this data for the purposes of fulfilling our Service obligations to you.

    7. By accessing the Service in connection with the AppExchange Checkout you agree to pay to Recurly any applicable fees imposed by salesforce.com, Inc. (“SFDC”), as they may be changed by SFDC from time to time.

  2. Modification to Service

    Recurly reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Recurly’s website (currently located at www.recurly.com), or by sending you a notice via email or via the Software or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Service following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified. Recurly may change, suspend, or discontinue all or any part of the Service at any time, with or without reason (including, without limitation, for any nonpayment of any fees due hereunder). You acknowledge that the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and Recurly shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Service. Recurly has no obligation to continue producing or releasing new versions of the Service.

  3. Service Implementation, Registration and Payment Terms.

    1. You agree to use the Service only through the AppExchange Checkout through the automated integration provided by SFDC and Recurly.

    2. You agree to provide us with current, complete and accurate registration information as prompted by the Service registration process and to maintain and properly update such information (“Registration Data”). If you are using the Service to conduct credit card transactions through the AppExchange Checkout, you shall set up and maintain an account that is capable of receiving funds through a credit card account (“Card Account”). You authorize us to confirm that the Card Account is and remains in good standing with a financial institution as long as you are using the Service. You authorize us to obtain credit reports or other background inquiries from time to time to assess your eligibility to continue use of the Service.

    3. You further agree that, in providing Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service. Once you subscribe to the Service, you shall receive a unique user ID and password in connection with your account (collectively referred to herein as “IDs”). You agree that you will not allow another person to use your IDs to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.

    4. Recurly will submit your customers’ payment information to the applicable payment gateway and will charge you a fee based on the dollar amount of the transactions processed by the Service. Monthly charges for the Service will be at the rates set forth by Service type and agreed upon by you in the Registration process. Such charges may be modified by Recurly upon 30 days prior written notice. Payments reflecting charges for the prior month’s use of the Service will billed by Recurly at the end of each month and be deducted from your authorized credit card promptly following the end of each calendar month, or shall otherwise be due and payable in accordance with Recurly’s then-current payment policies. Prices established in this Agreement, and in any schedule, exhibit or related agreement hereto, are exclusive of taxes and other fees which may be imposed on Recurly or you for the provision or use of the Service. You will be responsible for such taxes and other fees. Tax exempt status will be granted to you upon presentation of a satisfactory certificate of exemption. You are responsible for your own merchant bank account fees in addition to fees set forth hereunder. Recurly will help you apply for a merchant bank account, or you may bring an existing merchant bank account, but any fees associated with such merchant bank account are your responsibility and are not included in Recurly’s fees. All fees associated with your chosen payment gateway (with the exception of the Recurly Payment Gateway (offered to U.S. customers only)) are also separate and not included in Recurly’s fees. Without limiting any remedy available to Recurly, Recurly if you fail to pay any fees due hereunder, Recurly may suspend your access to the Service, and may notify SFDC of such failure (which may result in the termination of your AppExchange Checkout account).

    5. Recurly is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by you or your customers that are deceptive, fraudulent or otherwise invalid (“Fraudulent Actions”). By using the Service, you hereby release Recurly from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify Recurly of any Fraudulent Actions which may affect the Service. Recurly reserves the right, in its sole discretion, to terminate your account if you engage in, or enable any other user or customer to engage in, Fraudulent Actions.

  4. Service Use and Limitations.

    1. We will make reasonable efforts to keep the Service operational 24 hours a day/7 days a week, except for: (i) planned downtime (of which we will provide at least 8 hours prior notice); or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.

    2. We will be sending information to your payment gateway service provider; however, we make no representation as to the availability of your payment gateway service provider and are not responsible for any downtime or system outage of your payment gateway service provider.

    3. Recurly is a subscription management and billing software service, as well as a payment gateway service. You acknowledge and agree that: (i) We are not a bank or other chartered depository institution; and (ii) We will not be holding any monies for you or your customers. Accordingly, you agree that we will not be responsible or liable for any amounts related to any credit-card or online payment transaction.

    4. The Service may contain links or references to other sites or services (collectively, “Third Party Sites”). Third Party Sites are not under Recurly’s control, and you acknowledge that Recurly is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link or reference to a Third Party Site does not imply endorsement by Recurly or any association or affiliation with its operators.

  5. Proprietary Rights

    1. The Service contains content and technology of the Company that is protected by copyright, trademark, patent, trade secret and other laws. The Company owns intellectual property rights to any protectable part of the Service, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, the “Company Property”). You may not copy, modify, or reverse engineer any part of the Service owned by the Company (except to the extent such restriction is prohibited by applicable law). The names, logos or trademarks of any third party companies and products mentioned on the Service (including, without limitation, Recurly Partners and Partner Sites) may be the trademarks of their respective owners. Without limiting the generality of the foregoing, AppExchange, AppExchange Checkout, “Checkout on the AppExchange” and salesforce.com are trademarks of SFDC, and SFDC retains all right, title and interest therein.

    2. Subject to the terms and conditions hereof, Company hereby grants you a limited, revocable, nonsublicensable license to display the Company Property (excluding any software code) solely for personal, non-commercial use in connection with viewing the Service or other uses which are expressly permitted by the Company in writing. Notwithstanding such permitted uses and license, you acknowledge that all derivative designs and artwork which utilize the Service’s logo or other Company Property (collectively, “Derivative Works”) are the sole property of the Company. No other rights are granted to you with respect to the Company Property other than those rights granted explicitly herein, including with respect to any Derivative Works.

    3. You acknowledge and agree that Recurly may provide SFDC or its designee with aggregate (i.e., non-transaction-level) reports regarding your use of the Service and the transactions processed in the course of such use.

    4. Any text, images, or other audiovisual information (collectively, “Content”) posted on the Service shall belong to the person that posted such Content. You may use any Content posted by you in any other way without restriction. You may only use Content posted by others in the ways described in these Terms of Service.

    5. In order to operate the Service, the Company needs the right to make certain uses of your publicly posted Content. Therefore, when you post Content on the Service, you agree to grant the Company an irrevocable, perpetual, worldwide, royalty-free, fully sublicenseable, non-exclusive license to copy, distribute, publicly display, publicly perform and make derivative works of your Content solely as necessary to provide the Service to you. By posting Content to the Service, you hereby represent and warrant that you have the right to post that Content and to grant the foregoing rights to the Company.

    6. The Company reserves the right to remove any Content from the Service, at its sole discretion.

    7. The Company respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who repeatedly infringe others' rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Company's copyright agent:

      • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
      • a description of the copyrighted work or other intellectual property that you claim has been infringed;
      • description of where the material that you claim is infringing is located on the site;
      • your address, telephone number, and email address;
      • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
      • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.

    The Company's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

    By Mail:

    Copyright Agent
    Recurly, Inc.
    300 Brannan St, Suite 608,
    San Francisco, California 94107

    By phone: 415-800-2042
    By Email:

  6. Disclaimer of Warranties

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    • YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    • THE COMPANY MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (IV) THAT THE SERVICE OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
    • YOU UNDERSTAND THAT IN USING THE SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER RECURLY’S CONTROL (SUCH AS A THIRD PARTY SERVERS). RECURLY MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
    • ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
    • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE.

  7. Limitation of Liability

    EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR (I) ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY AMOUNTS IN EXCESS (IN THE AGGREGATE) OF THE FEES PAID (OR PAYABLE) BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU

  8. Indemnification

    Recurly will indemnify, defend and hold you (and your officers, directors, consultants and employees) harmless from and against any and all amounts actually paid or payable to unaffiliated third parties in connection with claims, liabilities, damages and/or costs (including but not limited to, reasonable attorneys’ fees) relating to any claim that the Service, as provided by Recurly to you under this Agreement and used within the scope of this Agreement, infringes or misappropriates any U.S. patent or copyright of any third party known to Recurly (an “Infringement Claim”), provided that you: (a) promptly notify Recurly of the Infringement Claim; (b) grant Recurly sole control of the defense and settlement of the Infringement Claim; and (c) provide Recurly, at Recurly’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Infringement Claim. In the event of any such Infringement Claim, Recurly may, at its option: (i) obtain a license to permit you the ability to continue using the Service; (ii) modify or replace the relevant portion(s) of the Service with a non-infringing alternative having substantially equivalent performance within a reasonable period of time. Notwithstanding the foregoing, Recurly will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (1) modifications to the Service made by a party other than Recurly or its agents; (2) the combination, operation or use of the Service with equipment, devices, data or software not provided or approved by Recurly; (3) your failure to use updated or modified versions of the Service provided by Recurly to avoid a claim; (4) Recurly’s compliance with any specifications or requirements provided by you; or (5) your use of the Service other than in accordance with this Agreement. You shall indemnify and hold harmless Recurly from any Infringement Claim relating to any of the exclusions set forth in the previous sentence. The indemnification obligations set forth in this Section 8 are Recurly’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to infringement or misappropriation of intellectual property rights of any kind.

  9. Privacy

    Our collection of information from you, if any, is subject to our Privacy Policy, which is incorporated herein and available at http://recurly.com/legal/privacy. You understand that through your use of the Service you consent to the collection and use (as set forth in the Privacy Policy) of this information.

  10. Miscellaneous

    • This Terms of Service constitutes the entire agreement between you and the Company and supersedes any and all previous agreements, written or oral, between you and the Company, including previous versions of the Terms of Service.
    • The Company may assign these Terms of Service in whole or part at any time.
    • The Terms of Service and the relationship between you and the Company shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and the Company agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California.
    • Any failure of the Company to enforce or exercise a right provided in these terms is not a waiver of that right.
    • Should any provision of these terms be found invalid or unenforceable, the remaining terms shall still apply.
    • You and the Company both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, Terms of Service or Privacy Policy must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.