Terms & Conditions
By accessing the domains owned and operated by Recovery Control Systems, LLC (“RCS”) including but not limited to RCSAudit.com and RecoveryControlSystems.com (the ”Websites”) , you warrant and represent to the RCS that you are legally entitled to do so and to make use of information made available via the Websites.
Accessing the Websites constitute an agreement (“Agreement”) between you and RCS regarding your use of the Websites and the services offered and performed by RCS (the “Services”). Your use of the Websites and/or your engagement of the RCS Services as a client (“Client”), constitute your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement.
The trademarks, names, logos and service marks (collectively “trademarks”) displayed on the Websites are registered and unregistered trademarks of RCS or of the respective owners as noted. Nothing contained on this website should be construed as granting any license or right to use any trademark without the prior written permission of the trademark owner.
External links may be provided for your convenience, but they are beyond the control of the RCS and no representation is made as to their content. Use or reliance on any external links and the content thereon provided is at your own risk.
RCS makes no warranties, representations, statements or guarantees (whether express, implied in law or residual) regarding the Websites owned and operated by RCS.
Disclaimer of liability
RCS shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by you or any third party (including your company), as a result of or which may be attributable, directly or indirectly, to your access and use of the Websites, any information contained on the Websites, your or your company’s personal information or material and information transmitted over our system. In particular, neither RCS nor any third party or data or content provider shall be liable in any way to you or to any other person, firm or corporation whatsoever for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any share price information or the transmission thereof, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS RCS, FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS’ FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM, INCURRED AS A RESULT OF, OR IN ANY MANNER RELATED TO (a) YOUR USE OF THE SERVICES OR THE WEBSITES, OR (B) YOUR PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. YOU HEREBY AGREE TO WAIVE (TO THE EXTENT PERMISSABLE) ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. NOTWITHSTANDING THE FOREGOING, THIS INDEMNIFICATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Conflict of terms
If there is a conflict or contradiction between the provisions of these website terms and conditions and any other relevant terms and conditions, policies or notices, the other relevant terms and conditions, policies or notices which relate specifically to a particular section or module of the Websites shall prevail in respect of your use of the relevant section or module of the Websites.
Any provision of any relevant terms and conditions, policies and notices, which is or becomes unenforceable in any jurisdiction, whether due to being void, invalidity, illegality, unlawfulness or for any reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as void and the remaining provisions of any relevant terms and conditions, policies and notices shall remain in full force and effect.
Use of the Websites shall in all respects be governed by the laws of the state of South Carolina, U.S., regardless of the laws that might be applicable under principles of conflicts of law. The parties agree that the South Carolina courts located in Charleston County, SC, shall have exclusive jurisdiction over all controversies arising under this agreement and agree that venue is proper in those courts.
Payment and Invoicing Terms:
Invoices will be submitted monthly via electronic mail (email) by RCS for payment by Client. Payment is due upon receipt and is past due 31 calendar days from receipt of invoice. If Client has any valid reason for disputing any portion of an invoice, Client will so notify RCS within 15 calendar days of receipt of invoice by Client. If payment of invoices is not current, RCS may suspend performing further work. The invoices issued to the Client by RCS will be the agreed to share of the savings (50% unless otherwise agreed to in writing) discovered through engagement of the Services. Upon prior notice of the change, RCS reserves the right to change the terms of the Agreement including but not limited to payment method and share of savings.
Exclusivity, Term and Termination:
Either Company or RCS may terminate this relationship at any time, for any reason or no reason at all, by giving no less than 60 days prior written notice. Client agrees to use RCS as its exclusive provider of small package (parcel) auditing and RCS will provide Client with a weekly report identifying shipments that have been issued a refund/credit (reports also available online with Client's login/password). Your agreement to the Confidentiality and Non-Disclosure as outlined above shall survive the termination of this Agreement.
Confidentiality and Non-Disclosure:
“Confidential Information” means nonpublic business operations, financial, shipping, customer and marketing information of either party (the “Disclosing Party) that is disclosed or made available to the other party (the “Receiving Party”). Confidential Information includes all tangible material containing any such information (i.e. shipping account information, weekly reports generated by RCS for Client), regardless of the format, including without limitation written or printed documents and computer disks or tapes, whether machine or user readable. The parties will hold in confidence and not disclose any Confidential Information without express written consent of the other party except such information that (a) is or becomes publicly available other than as a result of an unauthorized disclosure by the Receiving Party or anyone to whom the Receiving Party provides such information, (b) was previously known to the Receiving Party or any of its employees, without restriction, prior to disclosure or becoming available to the Receiving Party, (c) was properly disclosed to the Receiving Party by another person without restriction and (d) is obligated to be produced under order of a court of competent jurisdiction, after notice to Disclosing Party and the opportunity for Disclosing Party to obtain the appropriate court order in order to protect its confidential information. Nothing contained in this Agreement shall be construed as granting or conferring by implication or otherwise any rights, by license or otherwise, to trademarks or copyrights of Client. RCS shall include all officers and directors of RCS as well as staff members assigned to or having access to the confidential information, all of whom shall be bound by this Paragraph. NO disclosure shall be made to an affiliate or subsidiary without the prior written consent of Client and such affiliate or subsidiary agrees to be bound by the terms herein as evidence by executing a copy of this agreement.
At any time, each party will promptly return or destroy, at the other party's election, all Confidential Information and all copies, extracts and other objects or items in possession of such party in which the Confidential Information may be contained or embodied. Each party will confirm in writing to the other party, at the other party's request, when all Confidential Information has been destroyed or returned as the case may be. Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information or Materials only to Receiving Party's employees or consultants on a need-to-know basis.
This Agreement, including any exhibits, state the entire Agreement between the parties and supersedes all previous contracts, proposals, oral or written, and all other communications between the parties respecting the subject matter hereof, and supersedes any and all prior understandings, representations, warranties, agreements or contracts (whether oral or written) between Client and RCS respecting the subject matter hereof.
RCS shall not be responsible for delays or failures (including any delay by RCS to make progress in the prosecution of any Services) if such delay arises out of causes beyond its control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, and severe weather.
FedEx ® and UPS ® are the registered trademarks of Federal Express Corporation and United Parcel Service of America, Inc., respectively. RCS is not in any way affiliated with, sponsored by, or endorsed by these companies. Your continued use of the RCS Websites constitutes your acceptance of this Agreement. RCS may change of modify this Agreement from time to time. At any time, you may review the most current Terms and Conditions on RCS’s website www.RCSaudit.com.