Item Discounts - 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: Item Discounts).

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 Item Discounts, 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 Item Discounts.

  1. Item Discounts
    1. Item Discounts will provide you with the ability to: Schedule, apply, edit and delete Item Discounts.
    2. Developer grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use Item Discountssolely 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 Item Discounts. 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 Item Discounts. Developer reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to Item Discounts 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 Item Discounts.
    3. Item Discounts may update automatically from time-to-time, and you may be required to accept these updates to continue using Item Discounts. Developer may perform maintenance on Item Discounts, which may result in service interruptions or delays from time-to-time. Developer may not support older versions of Item Discounts. You are solely responsible for obtaining all equipment and services (e.g., Internet connectivity) necessary to access and use Item Discounts.
  1. Fees. You will pay Developer a monthly fee for your use of Item Discounts, which will be automatically collected through the payment method you select during Item Discounts 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.
  2. Term. This Agreement commences when you accept or otherwise download, install, copy, or use Item Discounts; and will continue month-to-month until terminated (this period of time is the Agreement’s Term).
  3. Suspension, Termination.
    1. Developer may promptly suspend or terminate your use of Item Discounts if (1) you violate this Agreement’s terms; (2) Developer believes your use of Item Discounts may damage its reputation or intellectual property rights; (3) Developer suspends or terminates its agreement(s) with any third party involved in providing Item Discounts; (4) you exceed normal and reasonable usage for Item Discounts; (5) you experience a bankruptcy or insolvency event; or (6) you are using Item Discounts for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of Item Discounts.
    2. 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.
  1. Confidentiality, Data, Ideas.
    1. 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 Item Discounts 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.
    2. 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.
    3. Developer may use data or information obtained through Item Discounts to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information Developer collects about you or your consumers is subject to Developer’s privacy policy, which is accessible at privacy policy.
    4. You may provide, or Developer may invite you to provide comments or ideas about Item Discounts (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.
  1. Account. You will be required to register for an account with Developer to use Item Discounts. 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 Item Discounts. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, Item Discounts, 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 Item Discounts (content may include, without limitation, transaction information, text, images, graphics, or photos).
  2. Risk Allocation.
    1. Item Discounts is provided to you “as-is” and “as-available.” You are solely responsible for determining if Item Discounts meets your needs. Developer disclaims all warranties (express or implied) related to your account or Item Discounts; 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 Item Discounts due to its interaction with other applications or their content.
    2. 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 Item Discounts, 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.
    3. 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.
    4. 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.
  1. 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.

 

9. Compliance with privacy laws

Item Discounts Provider makes the following additional commitments, representations, and warranties to Customer:
9.1 Item Discounts 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 Item Discounts 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 Item Discounts Provider “sell” (as defined by Privacy Laws) any such personal information.
9.2 Item Discounts Provider will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for Item Discounts Provider’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.
9.3 Item Discounts 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 Item Discounts 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 Item Discounts Provider's processing, and the information available to Item Discounts Provider. Item Discounts Provider will make available to Customer, in a manner consistent with the functionality of the Service and Item Discounts 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 Item Discounts 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, Item Discounts 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. Item Discounts Provider shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.
10.3 Item Discounts 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.

 

11. General.

    1. You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.
    2. Developer may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through Item Discounts, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of Item Discounts indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall Item Discounts if you do not agree to any modifications that are made to this Agreement.
    3. 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 Item Discounts. You will follow the requirements of all user documentation provided for Item Discounts. You will not use your Item Discounts 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.
    4. 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.
    5. 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.
    6. 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.
    7. You may contact Developer by email: contact@payplaxe.com