Inventory Manager - EULA (EU)
END–USER LICENSE AGREEMENT
Last Updated: February 15, 2023
This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you) and PayPlaxe (Developer). This Agreement is solely between you and Developer, and governs your use of Developer’s software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: Inventory Manager).
Review this Agreement completely. You agree to be bound by the terms of this Agreement when you click “Accept” or otherwise download, install, copy or use Inventory Manager, and must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click “Decline” and must not download, install, copy or use Inventory Manager.
- Inventory Manager
- Inventory Manager will provide you with the ability to: Schedule, apply, edit and delete Inventory Manager.
- Developer grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use Inventory Managersolely for your internal business purposes. You will otherwise not distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for Inventory Manager. This license does not grant you any rights to Developer’s (or any other third party’s) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with Inventory Manager. Developer reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to Inventory Manager that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of Inventory Manager.
- Inventory Manager may update automatically from time-to-time, and you may be required to accept these updates to continue using Inventory Manager. Developer may perform maintenance on Inventory Manager, which may result in service interruptions or delays from time-to-time. Developer may not support older versions of Inventory Manager. You are solely responsible for obtaining all equipment and services (e.g., Internet connectivity) necessary to access and use Inventory Manager.
- Fees. You will pay Developer a monthly fee for your use of Inventory Manager, which will be automatically collected through the payment method you select during Inventory Manager setup. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on Developer’s income) imposed by federal, state, or local tax authority. You must notify Developer of any billing errors within 120 days from when an error appears on your invoice, after which time period you release Developer from all liability for Losses (defined below) resulting from these errors.
- Term. This Agreement commences when you accept or otherwise download, install, copy, or use Inventory Manager; and will continue month-to-month until terminated (this period of time is the Agreement’s Term).
- Suspension, Termination.
- Developer may promptly suspend or terminate your use of Inventory Manager if (1) you violate this Agreement’s terms; (2) Developer believes your use of Inventory Manager may damage its reputation or intellectual property rights; (3) Developer suspends or terminates its agreement(s) with any third party involved in providing Inventory Manager; (4) you exceed normal and reasonable usage for Inventory Manager; (5) you experience a bankruptcy or insolvency event; or (6) you are using Inventory Manager for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of Inventory Manager.
- You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Developer. Your termination will be effective at the end of the then current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.
- Confidentiality, Data, Ideas.
- Neither of us will disclose non-public information about the other’s business; including, without limitation, the terms of this Agreement, technical specifications (whether related to Inventory Manager or otherwise), customer lists, or information relating to a party’s operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser’s Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other’s Confidential Information.
- Neither of us may disclose the other’s Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.
- You may provide, or Developer may invite you to provide comments or ideas about Inventory Manager (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Developer has no obligation to notify or compensate you in connection with their disclosure or use. You release Developer from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.
- Account. You will be required to register for an account with Developer to use Inventory Manager. You will provide us with accurate information when setting-up your account, and will maintain your account with current information. You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify Developer if you discover a security breach involving your account or Inventory Manager. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, Inventory Manager, or other transaction information that arises through your systems or account. It is your responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of Inventory Manager (content may include, without limitation, transaction information, text, images, graphics, or photos).
- Risk Allocation.
- Inventory Manager is provided to you “as-is” and “as-available.” You are solely responsible for determining if Inventory Manager meets your needs. Developer disclaims all warranties (express or implied) related to your account or Inventory Manager; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Developer is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of Inventory Manager due to its interaction with other applications or their content.
- You will indemnify Developer, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys’ fees) (together, Losses) that result from your use or misuse of Inventory Manager, or your breach of this Agreement. Developer may assume the defense of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party claims involving more than the payment of money without Developer’s written consent.
- To the extent permitted by applicable law, Developer will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.
- Developer’s total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you’ve paid to Developer during the 1 months prior to a Loss.
- Communications. You authorize Developer to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phones, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by your communications provider for phone, text, or email communications that Developer sends to you.
Inventory Manager Provider makes the following additional commitments, representations, and warranties to Customer:
9.1 Inventory Manager Provider will only process Customer Data and Personal Information on behalf of, and as Service Provider of, the Customer, and not collect, retain, use, or disclose that data for any purpose other than to perform Inventory Manager Provider’s obligations under this Agreement, as permitted under CCPA and other applicable privacy and data protection laws (collectively, “Privacy Laws”). In no event will Inventory Manager Provider “sell” (as defined by Privacy Laws) any such personal information.
9.2 Inventory Manager Provider will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for Inventory Manager Provider’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.
9.3 Inventory Manager Provider will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services set forth in the Agreement or another compatible operational purpose.
10. Data subject rights - assistance with requests
10.1 Inventory Manager Provider will reasonably cooperate and assist Customer with meeting Customer's CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account, the nature of Inventory Manager Provider's processing, and the information available to Inventory Manager Provider. Inventory Manager Provider will make available to Customer, in a manner consistent with the functionality of the Service and Inventory Manager Provider’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.
10.2 If Inventory Manager Provider receives a request from Customer’s data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, Inventory Manager Provider will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where possible, by using the functionality of the Services. Inventory Manager Provider shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.
10.3 Inventory Manager Provider must notify the Customer immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party's compliance with Privacy Laws relating to provisioning of the Services.
- You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.
- Developer may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through Inventory Manager, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of Inventory Manager indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall Inventory Manager if you do not agree to any modifications that are made to this Agreement.
- Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via Inventory Manager. You will follow the requirements of all user documentation provided for Inventory Manager. You will not use your Inventory Manager to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties’ intellectual property rights.
- This Agreement is governed by New York law, without regard to its conflicts or choice of law statutes. The courts in or for Suffolk County, New York are proper venue for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.
- This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Developer is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
- You may not assign this Agreement without Developer’s written consent, which assignment is voidable by the Developer; however, Developer may assign this Agreement without notice to you or your consent.
- You may contact Developer by email: firstname.lastname@example.org