Last updated: November 6, 2025
These Checkmate for Brands Terms of Service ("Terms") are a legally binding contract entered into by and between Checkmate Intelligence Inc. d/b/a 'Checkmate for Brands' ("Checkmate" or "Provider") and you, the user of the Checkmate's Services ("Customer") (each individually a "Party" and collectively the "Parties"). By accessing, using, downloading, or installing the Checkmate Services and/or Software (collectively the "Services"), Customer acknowledges that Customer has read, will be bound by, and will comply with these Terms, as may be amended at the sole discretion of Checkmate.
Except as expressly permitted by these Terms, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Services; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; (vi) access accounts, information, data, or portions of the Services to which Customer does not have explicit authorization; (vii) use the Services to develop a competing service or product; (viii) use the Services with activity prohibited by Applicable Laws; (ix) use the Services to obtain unauthorized access to anyone else's networks or equipment; or (x) upload, submit, or otherwise make available to the Services any Customer Content to which Customer and Users do not have the proper rights.
Use of the Services must comply with all Documentation.
If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 3.1 (Restrictions on Customer); or (c) uses the Services in violation of the Terms or in a way that materially and negatively impacts the Services or others, then Provider may temporarily suspend Customer's access to the Services. Provider will reinstate Customer's access to the Services only if Customer resolves the underlying issue.
Subject to these Term, Provider will (a) make the Services available to Customer in accordance with the Documentation, (b) provide Provider's standard support, as set forth in the Documentation, and (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (i) any planned downtimes, or (ii) any unavailability caused by circumstances beyond Provider's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Provider's employees), failure or delay of providers of Internet service or third party applications, or denial of service attack.
Provider will be responsible for the performance of Provider's personnel (including Provider employees and contractors) and their compliance with Provider's obligations under these Terms.
Certain Products may be subject to a payment of particular fees ("Fee" or "Fees"), as determined by Checkmate in its sole discretion. Checkmate will provide notice of such Fees then in effect in relation to the Services provided by the Services on its website. Checkmate reserves the right to change its Fees at any time, upon advance notice to Customer. All Fees are in U.S. Dollars and are exclusive of taxes. Except for the refund of prepaid Fees allowed with specific termination rights given in the Terms, Fees are non-refundable.
All fees for the Services will be billed to your credit card. You authorize us to charge your credit card for your use of the Services and you authorize the card issuer to pay any amounts described herein and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we cancel or terminate your use of the Services as provided herein or these amounts are paid in full, whichever is later. You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your Account(s) current, complete, and accurate, and you must promptly contact Checkmate if your credit card is lost or stolen, or if you become aware of a potential breach of Account(s) security (such as an unauthorized disclosure or use of your Checkmate username or password). You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. If payment is not received as a result of an expired credit card, we reserve the right to cancel your use of the Services and or remove access to your Account(s). You agree to pay all costs of collection, including attorney's fees and costs, and interest on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.
Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice. However, Customer is not responsible for Provider's income taxes.
If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute within 30 days of any automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Terms or Applicable Laws.
Personal Data. Customer and Provider agree to process all Personal Data in compliance with the data processing addendum attached as Annex A ("DPA"). The terms of the DPA will control each party's rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with these Terms.
These Terms commence on the date of receipt by Checkmate of any completed instructions as per the Documentation, unless otherwise agreed in writing between the Parties. These Terms shall continue in effect until either Party terminates.
Either party may terminate their use of the Services at any time with thirty (30) days written notice, or immediately if any of the following occurs:
Upon any expiration or termination:
The following sections will survive expiration or termination of the Terms: Section 2.3 (Usage Data) Section 3.1 (Restrictions on Customer), Section 4 (Payment & Taxes), Section 6.3 (Effect of Termination), Section 6.4 (Survival), Section 7 (Representations & Warranties), Section 8 (Disclaimer of Warranties), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Confidentiality), Section 12 (Reservation of Rights), Section 13 (General Terms), Annex I.
Each Recipient may retain Discloser's Confidential Information as required to fulfill the terms of these Terms.
Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into these Terms; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in these Terms.
Customer represents and warrants that: (a) it has all rights, licenses, and consents required to license Customer Personal Data to Checkmate under these Terms of Service, (b) that Checkmate has the rights to use the Customer Personal as authorized under these Terms of Service, (c) that the Customer Personal Data and Customer Content does not infringe the rights of any third party or violate any applicable law or regulation, and (d) Customer complies with all Applicable Laws and the Data Processing Addendum found in Annex I.
Provider represents and warrants to Customer that: (a) it will not materially reduce the functionality of the Services during the subscription period; (b) in providing the Services, Provider is not infringing on the intellectual property rights or copyright owned by or exclusively licensed to a third-party; (c) in providing the Services, Provider has obtained all legally necessary licenses or has a valid legitimate basis in providing Provider Personal Data; and (e) Provider complies with all Applicable Laws and the Data Processing Addendum found in Annex I.
If Provider breaches the warranty in Section 7.3 (Representations & Warranties from Provider), Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within sixty (60) days of discovering the issue. Within fifteen (15) days of receiving sufficient details of the warranty issue, Provider will restore the general functionality of the Services. If Provider cannot resolve the issue, Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the subscription period. Provider's restoration obligation, and Customer's termination right, are Customer's only remedies if Provider does not meet the warranty in Section 7.3 (Representations & Warranties from Provider).
Provider makes no guarantees that the Services will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 7 (Representations & Warranties) do not apply to any misuse or unauthorized modification of the Services, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 6 (Representations & Warranties), Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
Except as provided in Section 9.4 (Exceptions), each party's total cumulative liability for all claims arising out of or relating to these Terms will not be more than the fees paid or payable by Customer to Provider in the twelve (12) month period immediately before the claim.
Except as provided in Section 9.4 (Exceptions), under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to these Terms, even if the party is informed of the possibility of this type of damage in advance.
The limitations and waivers contained in Sections 9.1 (Liability Caps) and 9.2 (Damages Waiver) apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
The liability cap in Section 9.1 does not apply to (i) losses due to the fraud or gross negligence of either Party; or (ii) losses in relation to a Security Incident resulting from either Party's negligence or willful misconduct. Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws.
Provider will indemnify, defend, and hold harmless Customer from and against any action, proceeding, or claim that the Services, when used by the Customer according to the terms of the Terms, violates, misappropriates, or otherwise infringes upon anyone else's intellectual property or other proprietary rights, and all out- of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from such claims.
Customer will indemnify, defend, and hold harmless Provider from and against any action, proceeding, or claim that (1) results from Customer's breach or alleged breach of Section 3.1 (Restrictions on Customer), and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from such claims.
Obligations in this section for the party responsible for indemnification ("Indemnifying Party") are contingent upon the indemnified party ("Protected Party"): (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
This Section 10 (Indemnification), together with any termination rights, describes each Protected Party's exclusive remedy and each Indemnifying Party's entire liability for a Covered Claim.
Except as otherwise authorized in the Terms or as needed to fulfill its obligations or exercise its rights under these Terms, the party receiving Confidential Information ("Recipient") will not (a) use the disclosing party's ("Discloser") Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. In addition, Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
Except for the limited license to copy and use Software and Documentation in Section 2.1 (Access and Use), Provider retains all right, title, and interest in and to the Products and Services (including all data, software, technology, materials, and Documentation), whether developed before or during the Term. This ownership also includes any modifications, enhancements, improvements, derivative works, or other developments of the Services, whether created independently by Provider or jointly with, or at the request or suggestion of, Customer ("Developments"). All Developments shall be deemed the sole property of Provider. To the extent any ownership rights in Developments may otherwise vest in Customer, Customer hereby irrevocably assigns, and agrees to assign, all such rights to Provider. Provider grants Customer a non-exclusive, non-transferable license to use such Developments during the subscription period solely in connection with its authorized use of the Services. Customer retains all right, title, and interest in and to the Customer Content.
These Terms are the only agreement between the parties about its subject and these Terms supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Services unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.
Any waiver, modification, or change to the Terms must be in writing and signed or electronically accepted by each party. If any term of these Terms is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of these Terms will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in these Terms will not constitute a waiver by that party of the term, option, or right.
The laws of California will govern all interpretations and disputes about these Terms, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about these Terms in the courts (whether state, federal, or otherwise) located in Los Angeles County, California and each party irrevocably submits to the exclusive jurisdiction of these courts.
Despite Section 13.3 (Governing Law and Chosen Courts), a breach of Section 11 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 11 (Confidentiality) or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
Except where the Terms provide for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
Neither party may assign any rights or obligations under these Terms without the prior written consent of the other party. However, either party may assign these Terms upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which these Terms relate. Any attempted but non-permitted assignment is void. These Terms will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
Provider may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Provider's products and services, with prior permission from the Customer.
Any notice, request, or approval about the Terms must be in writing. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
These Terms are not intended, and shall not be construed, to create any association, joint venture, agency relationship or partnership between the parties or to impose any such obligation or liability upon either party. Neither party shall have any right, power or authority to enter into any agreement or undertaking for, or act as or be an agent or representative of, or otherwise bind, the other party.
There are no third-party beneficiaries of these Terms.
Neither party will be liable for a delay or failure to perform its obligations of these Terms if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.
Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to these Terms.
This Data Processing Addendum (the "DPA"), is entered into by and between Checkmate Intelligence Inc., d/b/a 'Checkmate for Brands' ("Checkmate" or "Provider") and you, the user of the Service ("Customer"), dated as of the effective date of the execution of a written agreement between the parties, including acceptance of the online Terms of Service. This DPA governs all agreements including the Checkmate for Brands Terms and Conditions between the Parties (collectively, the "Agreement").
In consideration of the mutual promises and obligations set out herein, the Parties hereby agree to the terms set forth in this Data Processing Addendum, which covers definitions, relationship of the parties, mutual obligations including compliance, processing instructions, cooperation and consumer rights, security measures, data processor obligations, controller obligations, cross-border transfers, and related provisions governing the processing of personal data under applicable data protection laws.
For the complete Data Processing Addendum terms, please contact us at privacy@checkmateforbrands.com