UPON LOG ON, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS AND POLICIES (THE "AGREEMENT") GOVERNING YOUR USE OF Crossman Software's Cloud.MacPOS.com and SKYePOS.com , (COLLECTIVELY, THE "CLOUD"). IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THIS COMPANY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO THIS COMPANY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST LEAVE THE “I ACCEPT” BOX BLANK AND YOU MAY NOT USE THE CLOUD.
As part of the CLOUD, Crossman Software will provide you with use of the sales and inventory transaction recording, reporting and Point-of-Sale (POS), internet-based application software that includes web-browser user interface screens, data input, maintenance, inquiry and storage. Upon registering for, or use of, the CLOUD, you agree to abide by this Agreement and all related terms and conditions on the MacPOS.com website. This will include, but not be limited to, Crossman Software's privacy and security policies.
1. Privacy and Security Policies
Crossman Software's privacy and security policies may be viewed at http://macpos.com/cloud/privacy.php. Crossman Software reserves the right to modify its privacy and security policies within reasonable discretion as the need arises. As the CLOUD is a hosted, internet based online application, Crossman Software may need to distribute important notices or announcements regarding the operation of the CLOUD. If you register to use the CLOUD whether for free or for a subscription fee, you agree that Crossman Software can disclose the fact that you are registered MacPOS customer and the edition of the CLOUD that you are using.
2. CLOUD License & Restrictions
Crossman Software hereby extends to you a non-exclusive, non-transferable, worldwide right to use the CLOUD, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Crossman Software and its licensors. If you are a direct competitor of Crossman Software or employed or contracted by a direct competitor, you may not register to and access the CLOUD, except with Crossman Software's prior written consent. In addition, you may not access the CLOUD for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the CLOUD or the Content in any way. You shall also not create Internet "links" to the CLOUD or "frame" or "mirror" any Content on any other server or wireless or Internet-based device. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the CLOUD. You may use the CLOUD only for your internal business purposes and shall not: send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; send or CLOUD infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or that violate third party privacy rights; send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of the CLOUD or the data contained therein; or attempt to gain unauthorized access to the CLOUD or its related systems or networks. The MacPOS.com name, the MacPOS logo, and the product names associated with the CLOUD are trademarks exclusively belong to MacPOS.com/ Crossman Software, Inc. (“MacPOS”), and no right or license is granted to use them.
3. Your Duties and Responsibilities
You are responsible for all activity occurring under your CLOUD user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the CLOUD, including those related to data privacy, international communications and the transmission of technical or personal data. You shall advise Crossman Software immediately of any unauthorized use of any password or account or any other known or suspected breach of security and report to Crossman Software immediately and use reasonable efforts to immediately stop any duplication or distribution of CLOUD content that is known or suspected by you or your users. You will also not falsely identify yourself to gain access to or use the CLOUD.
4. Account Information and Data
Crossman Software does not own any of the data, information or material ("Store Owner Data") that you submit to the CLOUD in the course of using the CLOUD. You, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, ownership or right to use of all CLOUD Owner Data, and MacPOS.com//Crossman Software shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any CLOUD Owner Data. For paid subscription agreements, in the event such agreements are terminated (other than by reason of your breach), Crossman Software will make available to you a file of the CLOUD Owner Data within 30 days of termination if you so request at the time of termination. Crossman Software reserves the right to withhold, remove and/or discard CLOUD Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use CLOUD Owner Data immediately ceases, and Crossman Software shall have no obligation to maintain or forward any CLOUD Owner Data. For free subscriptions, you are responsible for regularly printing and, downloading and/or exporting data to your own data storage (as and when the feature is available).
5. Intellectual Property Rights
You acknowledge that MacPOS.com/Crossman Software alone (and its licensors, where applicable) shall own all rights, title and interest, including without limitation all related Intellectual Property Rights, in and to the CLOUD, the MacPOS website and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the CLOUD. Accordingly, you agree that you shall not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any automated or manual process to monitor or copy any content from the CLOUD. In particular, you shall not reverse engineer or access the CLOUD in order to build a competitive product or service or to build a product using ideas, features, functions or graphics of the CLOUD. The Crossman Software Intellectual Property Rights include rights to CLOUD (service) developed and provided by MacPOS. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the CLOUD, the MacPOS.com website or the Intellectual Property Rights owned by MacPOS.com/Crossman Software.
6. Third Party Interactions
During use of the CLOUD, you may enter into correspondence with, purchase and sell goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the CLOUD. Any such, activity and any terms, conditions, warranties or representations associated with such, shall be solely between you and the applicable third-party. Crossman Software and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Crossman Software does not endorse any sites on the Internet that are linked through the CLOUD. Crossman Software provides these links to you only as a matter of convenience, and in no event shall Crossman Software or its licensors be responsible for any content, products, or other materials on or available from such sites. Crossman Software provides the CLOUD to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
7. Charges, Payments and Refund Policy
You shall pay all subscription fees and charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of Stores requested times the CLOUD subscription license fees currently in effect. Payments must be made monthly in advance unless otherwise mutually agreed upon in writing. All subscriptions obligations and payments are non cancelable and nonrefundable. You are responsible for paying for the full CLOUD subscription fee due, whether or not the CLOUD subscription is actively used. You must provide Crossman Software with valid credit card or approved purchase order information as a condition to signing up for the CLOUD. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Billing and Renewal
Crossman Software charges and collects monthly in advance for use of the CLOUD. Crossman Software will automatically renew and bill your credit card or issue an invoice to you each month on the same calendar or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total CLOUD branches registered times the subscription fee in effect during the prior term, unless Crossman Software has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Crossman Software's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes or duties, excluding only Crossman Software’s own income taxes. You agree to provide Crossman Software with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. Crossman Software reserves the right to terminate your access to the CLOUD, in addition to any other legal remedies, if the contact information you have provided is false or fraudulent.
9. Non-Payment, Suspension and Termination
Crossman Software reserves the right to suspend or terminate this Agreement and your access to the CLOUD if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for CLOUD subscriptions during any period of suspension. If you or Crossman Software initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that MacPOS.com/Crossman Software may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Crossman Software reserves the right to impose a re-registration fee in the event you are suspended and thereafter request access to the CLOUD. You agree and acknowledge that Crossman Software has no obligation to retain CLOUD Owner Data and that such CLOUD Owner Data may be irretrievably deleted if your account is 30 days or more delinquent.
10. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the date you confirm subscription to the CLOUD. For MacPOS Basic Edition, the term is indefinite and may be terminated at any time in Crossman Software's sole discretion. For the Premium and all other editions, the initial term will be as you select during the online subscription process or as otherwise mutually agreed upon in writing. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Crossman Software's then current fees. Either party may terminate this Agreement or reduce the number of licenses at any point with at least 30 days prior notice. In the case of free trials or free use granted, notification shall be provided through the CLOUD on the remaining number of days free trial. This notice shall serve as notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Crossman Software will make available to you a file of the CLOUD Owner Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Crossman Software has no obligation to retain the CLOUD Owner Data, and may delete such CLOUD Owner Data, more than 30 days after termination.
11. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Crossman Software Technology or CLOUD will be deemed a material breach of this Agreement. Crossman Software, in its sole discretion, may terminate your password, account or use of the CLOUD if you breach or otherwise fail to comply with this Agreement. In addition, Crossman Software may terminate a free account at any time in its sole discretion. You agree and acknowledge that Crossman Software has no obligation to retain the CLOUD Owner Data, and may delete such CLOUD Owner Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Crossman Software represents and warrants that it will provide the CLOUD in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the CLOUD will perform substantially in accordance with the online Crossman Software help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the CLOUD and that your billing information is correct.
You agree to hold harmless and indemnify MacPOS.com/Crossman Software, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.
14. Disclaimer of Warranties
Crossman Software AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE CLOUD OR ANY CONTENT. Crossman Software AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT USE OF THE CLOUD WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; OR THAT THE CLOUD WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS WHETHER OR NOT EXPRESSED , OR THAT ANY CLOUDD DATA WILL BE ACCURATE OR RELIABLE; OR THAT THE QUALITY OF THE SOFTWARE AND SUBSCRIPTION SERVICE PURCHASED OR OBTAINED BY YOU THROUGH THE CLOUD WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT ERRORS OR DEFECTS WILL BE CORRECTED; OR THAT THE CLOUD OR THE SERVER(S) THAT MAKE THE CLOUD AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CLOUD AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY Crossman Software AND ITS LICENSORS.
15. Internet Services
Crossman Software'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. Crossman Software IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. YOU ARE RESPONSIBLE FOR PROCURING AND MAINTAINING THE APPROPRIATE INTERNET SERVICES REQUIRED FOR YOUR USE OF THE CLOUD.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS CLOUD, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE CLOUD, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE CLOUD, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
17. Local Laws
Crossman Software and its licensors make no representation that the CLOUD is appropriate or available for use in any location. You are solely responsible for compliance with all applicable laws, including without limitation export and import regulations the countries in which you use the CLOUD.
Crossman Software may give notice by means of a general notice on the CLOUD; electronic mail to your e-mail address on record in Crossman Software's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Crossman Software's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Crossman Software via email thru such facility provided on the MacPOS website.
19. Modification to Terms
Crossman Software reserves the right to modify the terms and conditions of this Agreement or its policies relating to the CLOUD at any time, effective upon posting of an updated version of this Agreement on the CLOUD. You are responsible for regularly reviewing this Agreement. Continued use of the CLOUD after any such changes shall constitute your consent to such changes.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail thru the facility provided in the MacPOS website.