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Terms and Conditions

Effective Date: March 13, 2023 Updated Date: March 13, 2023


  1. The Agreement between you and the Company may also include any quotes, bids, delivery and installation forms, service contracts, subscription agreements, software license and/or maintenance agreements, leases, loans, processing agreements, cash advance agreements, promissory notes, security agreements, financing statements or other writings that are issued or signed by an authorized officer or agent of the Company, and countersigned or otherwise accepted by you (collectively the “Agreement”).
  2. The Agreement may not be waived, modified or amended, however, these Terms may and shall be superseded if the Company publishes new, amended or revised Terms, and you shall be deemed to have accepted such new, amended or revised Terms if you do not provide written notice within 30 business days of such publication that you do not agree to such new Terms. Should you provide such notice, the previous Terms as the case may be, shall remain in effect as part of this Agreement, but the Company may terminate the Agreement upon 30 days written notice of its receipt of such notice from you. In the event of a conflict between these Terms and any other document that comprises a part of the Agreement, these Terms shall control unless the conflicting provision specifically states to the contrary.
  3. The Company may notify you of proposed new, amended or revised pricing for its subscription Products at any time after the Initial Term, and you shall be deemed to have accepted such new, amended or revised pricing if you do not provide written notice within 30 business days of such notification that you do not agree to such new pricing. Should you provide such notice, the previous pricing as the case may be, shall remain in effect as part of this Agreement, but the Company may terminate the Agreement upon 30 days written notice of its receipt of such notice from you. In the event of a conflict between the pricing and any other document that comprises a part of the Agreement, these Terms shall control unless the conflicting provision specifically states to the contrary.
  4. You affirm and acknowledge that: (a) neither the Company nor anyone affiliated with the Company has made any representations or promises to you concerning the Agreement, or the subject of the Agreement; (b) you have relied solely upon the literal terms of the Agreement in deciding to enter into it, and not upon any other representations or promises concerning the Agreement, or the subject of the Agreement.
  5. Unless otherwise stated in the Agreement, all software, programming, and other products and services (“Products”) provided to you by the Company are provided for you to use on a subscription basis, and you shall pay, in addition to any upfront fees, the agreed upon monthly fee for the entirety of term of the Agreement. If no initial term is stated in the Agreement, then the initial term shall be for 1 year. The term shall commence on the day that the Products are delivered to your location, and shall automatically renew for successive 1 year renewal terms if you do not provide written notice of non-renewal at least 30 days prior to end of the then current term. Should the Company fail or not collect, or receive, any payments that are owed by you under the Agreement, you shall make such payments promptly (within 3 days) of being notified thereof, and you authorize the Company to utilize all collection methods available under the Agreement to do so.
  6. The Company shall, at all times, retain sole and exclusive ownership of the Products provided to you, and shall enjoy all rights incident to such ownership; including the right to inspect, exchange and take possession of the Products whenever it determines that it is appropriate to do so. You must take all reasonable and necessary precautions to safeguard and protect the Products that are provided for you to use, and you must reimburse the Company for the full cost of any Product that is damaged while it is in your custody and control.
  7. The Company may choose to delay its performance under, or to terminate, the Agreement if: (a) you become the subject of any bankruptcy, insolvency or other legal proceeding; (b) you breach any of the terms of the Agreement; or (c) you assign or attempt to assign the Agreement to a third party without the Company’s advance written approval. 
  8. Your authorization and license to use the Products is nonexclusive, non transferable, and revocable by the Company at its discretion, and only entitles you, and no one else, to use the Products in the manner contemplated by the Agreement, and subject to the terms of the Agreement. You may not reverse-engineer, decompile, modify, or disassemble any Products, nor may you allow others to do so or to otherwise access or use the Products. Your authorization and license to use the Products shall be automatically and immediately terminated if you: (a) fail to pay any sums owed to the Company; (b) are in breach of the Agreement; or (c) are in breach of any other agreements between you and any affiliate of the Company, any software developer whose software is included as a part of the Products, or any card transaction processor to whom you have been referred by the Company. You may not continue to use any of the Products after your authorization and license to do so has been terminated; regardless of whether you dispute or contest the propriety of such termination. Should you engage in any of the aforementioned prohibited activities, the Company shall, in addition to all other remedies that may be available to it, be entitled to or to do any or all of the following: (a) obtain an injunction against you and any third party involved in such prohibited activity; (b) disable all Products; (c) recover from you an amount equal to the revenue that the Company and its affiliates would have received under the Agreement and any other breached agreements, with such amount to be determined by the Company based upon the historical average of such revenue on a monthly basis multiplied by the number of months remaining in the then current term of the Agreement and any other breached agreements; (d) recover from you an amount equal to all revenue that you received as a result of such prohibited activity; and (f) recover from you an amount equal to all revenue received by any third party as a result of such prohibited activity.
  9. All Products are provided by the Company “as is,” and except as may be expressly stated in the Agreement, the Company makes no express, implied or other representations, warranties or guarantees of any kind, whether written, oral, express or implied, or based upon statutory or common law, about any of its Products, including, without limitation, any warranty of merchantability, quality, non-infringement, suitability or fitness for a particular purpose; and the Company expressly disclaims any and all warranties, including those that arise from statute, common law, contract, course of dealing, course of performance and usage of trade. Additionally, the Company shall not be responsible, or liable to you or to any other party, for or because of any: (a) loss of profits, loss of use, or indirect, incidental consequential, economic, punitive or exemplary damage; (b) loss or interception of data or information belonging to you or to your customers; and (c) failure of the Products to comply with any applicable governmental or industry standards.
  10. If the Agreement provides for you to receive training, the Company’s sole obligation shall be to provide a trainer that it determines to be qualified for the designated number of hours, if any, that are set forth in the Agreement, and the Company does warrant or guarantee that all or any of the trainees shall, after such period of training, be certified or able to use the Products properly or efficiently. At your request, the Company may provide additional training beyond the number of hours stated in the Agreement; with such training provided, and to be paid for by you, at the Company’s then-prevailing rates for training.
  11. All payments, returned Products and notices from or by you to the Company shall be delivered to the Company’s office located at 2291 Overbrook, Highland, Michigan 48357, or such other location as the Company directs in writing. The Company may collect any or all sums that you may owe by any means available, including, without limitation, (a) from payments or receivables that are due to you from third parties, including banks, financial institutions, and card transaction processors; and (b) by an automated clearinghouse transaction with any bank or financial institution at which you have an account. In this regard, you hereby irrevocably authorize the Company to use such collection mechanisms, and you instruct and authorize all third parties to, upon demand from the Company, pay the Company any demanded sums from any payments or receivables that may be due to you by such third parties, and you expressly release and hold all such third parties harmless for acting in conformity with this authorization. You further grant to the Company a security interest in all Products that are provided to you, as well as in all other accounts, receivables and other assets described above, to secure your obligations under the Agreement, and you agree that the Company, and its affiliates, may take such actions to perfect and protect such interest as they deem necessary and appropriate.
  12. The Agreement, and any authorizations and licenses conferred by it, are executory in nature within the meaning of the US Bankruptcy Code, and your status as a debtor in any bankruptcy proceeding shall not preclude the termination of your authorization and license to use any Products in the event of a breach or default by you under the Agreement.
  13. The Company has, and may exercise at any time, all rights, privileges and remedies that are available to it at law or in equity, including, but not limited to, the rights to obtain injunctive relief, to obtain and collect damages, and to take control over and/or repossess Products that are owned by the Company. Should the Company take any action to enforce their rights under the Agreement, then you shall, upon demand, and without the necessity of a final judgment, reimburse the Company for all expenses that it incurs as a result thereof, including, without limitation, attorneys’ fees and court costs.
  14. You shall indemnify, and hold harmless the Company, and all persons affiliated with it, from and against any and all claims, demands, actions or the like brought by third parties, in law or in equity, for damages, harm, expenses, losses, costs or other relief arising out of, or connected in any way, with your possession and/or use of the Products provided to you by the Company. Your indemnity obligation shall apply notwithstanding any alleged, or actual, negligence, gross negligence, contract breach or other wrongdoing or misconduct on the part of the Company or any other indemnified person or entity.
  15. You acknowledge that the Company is headquartered in Oakland County, Michigan, and that performance under the Agreement by both you and the Company takes place in that County. Thus, you expressly agree that this Agreement is entered into and shall be substantially performed in in Oakland County, Michigan, and that, without regard to conflict of laws principles, the laws of the State of Michigan shall apply to and govern all interpretations of the Agreement, and any claim, demand, dispute or controversy, whether in contract, tort or otherwise (“claim”), that arises out of or relates to the Agreement, or the relationship of the parties to the Agreement. You further agree that the exclusive venue for resolving all claims is, and shall be, the federal and state courts that have jurisdiction over Oakland County, Michigan, and both parties hereby consent to the exclusive jurisdiction and venue of such courts, agree to submit themselves to the jurisdiction of such courts, and waive any right to challenge venue. Prior to filing a lawsuit, the party asserting a claim must provide the other party with written notice of the claim, and then engage in face to face negotiations in Oakland County, Michigan between persons who are fully authorized to resolve the claim on behalf of their respective principals. If such negotiations are unsuccessful, the parties shall attempt to resolve the claim by engaging in mediation, utilizing a mutually agreeable mediator, in Oakland County, Michigan. In the event the parties are unable to resolve the claim through negotiation and mediation within a reasonable period of time after written notice of the dispute exists (such time not to be less than 60 days), then either party may file a lawsuit in a state or federal district court located in Oakland County, Michigan. Both parties hereby expressly waive any right to pursue a class action, and any right to a jury trial.
  16. The Company may delay, defer or cancel its performance of its contractual obligations under the Agreement in the event of a war, riot, fire, explosion, flood, accident, sabotage, vendor disruption, inability to obtain materials or equipment, change of law, Act of God or other cause beyond its reasonable control.
  17. Unless otherwise stated in the Agreement, all determinations that are required or permitted to be made by a party shall be made in good faith, but at the sole discretion of the party making the determination, and shall not be binding upon the parties and not subject to further review, including judicial review, except for bad faith.
  18. All notices required or allowed hereunder shall be in writing and shall be delivered by commercial courier or by US mail with a delivery receipt.
  19. The Company may assign its rights and obligations under the Agreement when, and as, it chooses. However, you may not assign your rights and obligations under the Agreement without the express written consent of the Company.
  20. If a court of competent jurisdiction holds any provision of any Agreement to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision of any Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof. No waiver shall be effective unless made in writing and signed by the waiving party.