This Terms of Use Agreement (the "Agreement") dated as of the date of acceptance by means of a click-through, is made by and among Five One, LLC a Texas Corporation ("FiveOne") and the entity designated by the registration data provided herewith ("Licensee") and applies to Licensee's use of Point of Sale software from FiveOne and Licensee's use of Point of Sale services provided by FiveOne ("FiveOne Services").
READ THIS LICENSE CAREFULLY BEFORE LOADING ANY SOFTWARE FROM FIVEONE OR USING THE FIVEONE SOFTWARE OR FIVEONE SERVICES. BY LOADING THE FIVEONE SOFTWARE OR USING THE FIVEONE SERVICES, LICENSEE ACCEPTS AND AGREES TO BECOME BOUND BY THE TERMS OF THIS LICENSE.
FIVEONE RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT BY PROVIDING NOTICE OF CHANGES ON THE FIVEONE WEBSITE. LICENSEE AGREES TO PERIODICALLY INSPECT THE FIVEONE WEBSITE TO STAY INFORMED ABOUT SUCH CHANGES. LICENSEE AGREES THAT LICENSEE'S CONTINUED USE OF THE FIVEONE SERVICE AFTER SUCH CHANGES ARE ANNOUNCED CONSTITUTES ACCEPTANCE OF SUCH CHANGES.
FiveOne shall retain the ownership of the provided copy of FiveOne software and the documentation provided therewith (referred to as a single entity, or as components, as "the Licensed Software") which is licensed on a non-exclusive basis for use under the following conditions.
Subject to the terms hereunder, FiveOne hereby grants to Licensee a limited, non-exclusive, non-transferrable, revocable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the FiveOne website and related applications solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted hereunder are reserved. There are no implied rights of any kind. To the extent that the Licensed Software includes intellectual property rights of any third party ("Third Party Rights"), the license granted is to the extent that FiveOne is able to license such Third Party Rights.
Licensee shall not (a) make copies of or further distribute the Licensed Software, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Licensed Software, (c) alter, modify or adapt the Licensed Software or the FiveOne Services, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works, (d) export the Licensed Software without the appropriate foreign government licenses and without FiveOne's prior written approval, (e) resell, rent or otherwise provide access to the FiveOne services to a third party or (f) take any action in an attempt to obtain any other FiveOne user's data, cause malfunction, crash, tamper with or otherwise impair the FiveOne website and related applications, and their services. Any rights not expressly granted hereunder are reserved by FiveOne.
No rights in the Licensed Software or FiveOne Services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.
The sale of, including but not limited to, drugs, CBD, illegal products, counterfeit goods, and adult content are not permitted on our marketplace under any circumstances and are grounds for both cancellation and prosecution. For a full list of products not able to be sold, visit https://stripe.com/restricted-businesses
Licensee acknowledges and agrees to the terms of the FiveOne Privacy Policy. FiveOne agrees that as between Licensee and FiveOne, (a) Licensee's data maintained by Licensee on the FiveOne website and related applications belongs to Licensee; and (b) FiveOne acts as data processor (as defined in the Data Protection Act 1998 ("DPA")). Each party hereto undertakes to comply with the DPA in relation to its use of such data. Licensee hereby grants permission to FiveOne for FiveOne to use the data for providing Licensee the FiveOne account, improving and maintaining the FiveOne website and related applications and their services and for analytical and marketing purposes in a manner where such data is aggregated with other user data and cannot be readily reverse engineered into personally identifiable information, and we may share your data with our trusted third party affiliates and partners in implementing this data usage. We rely on some of our third party affiliates and partners for support of the products and services we offer. All such third party affiliates and partners are required to preserve the confidentiality of any personal information they may access.
Licensee agrees that notwithstanding anything to the contrary herein, Licensee shall handle any personally identifiable information that it inputs into the FiveOne systems in the following manner: (i) in the event Licensee seeks to export such data, Licensee shall use a commercially reasonable contact management tool to provide an opt-out mechanism for anyone who has provided Licensee personally identifiable information that is stored on FiveOne's systems, (ii) Licensee agrees that FiveOne can delete such data in the event the Licensee exercises the FiveOne opt-out mechanism and (iii) any use of such data by Licensee shall comply with FiveOne's privacy policy. Licensee shall indemnify and hold harmless FiveOne and the FiveOne Parties from any claim brought against FiveOne alleging that personal information stored on FiveOne was improperly used where such use was by Licensee while such information was stored on FiveOne or any use after Licensee has exported such data.
NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED UNDER GOVERNING LAW.
LICENSEE AGREES THAT THE LICENSED SOFTWARE AND FIVEONE SERVICES ARE PROVIDED "AS IS." WITHOUT ANY WARRANTY EXPRESS OR IMPLIED AND WHETHER AS TO MERCHANTABILITY, FITNESS FOR PURPOSE OR INFRINGEMENT. NO WARRANTY OR REPRESENTATION IS GIVEN, AND/OR ANY LIABILITY IS ACCEPTED, BY FIVEONE IN RELATION TO THIRD PARTY RIGHTS. ANY USE OF THE LICENSED SOFTWARE AND FIVEONE SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL FIVEONE OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR CONSULTANTS ("FIVEONE PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE FIVEONE SERVICES, ERRORS IN OR LOSS OF ANY DATA. SPECIFICALLY, FIVEONE IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR FIVEONE SERVICES, LOSS OF DATA, THE COSTS OF RECOVERING DATA, ANY LOSSES INCURRED ARISING IN ANY WAY FROM USE OF THE OFFLINE CREDIT PAYMENTS FEATURE, ANY CLAIMS BY THIRD PARTIES, OR FOR ANY OTHER SIMILAR COSTS, LOSSES, OR DAMAGES YOU MIGHT INCUR. FIVEONE MAKES NO WARRANTY OF ANY KIND AS TO THE SUITABILITY OR ADEQUACY OF THE LICENSED SOFTWARE OR FIVEONE SERVICES FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIVEN THAT LICENSEE IS IN A BETTER POSITION THAN FIVEONE TO FORESEE AND EVALUATE ANY POTENTIAL DAMAGE OR LOSS WHICH LICENSEE MAY SUFFER IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE AND/OR THE FIVEONE SERVICES AND THAT FIVEONE CANNOT ADEQUATELY INSURE ITS POTENTIAL LIABILITY TO LICENSEE, LICENSEE ACKNOWLEDGES AND AGREES THAT THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN ARE REASONABLE. TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT WITH JURISDICTION TO BE UNREASONABLE, FIVEONE'S AGGREGATE LIABILITY SHALL NOT EXCEED $100. LICENSEE SHALL ACT AT ALL TIMES TO MITIGATE ANY LIABILITY.
LICENSEE ACKNOWLEDGES AND AGREES THAT SHARING OF ITS ACCOUNT INFORMATION, LOGIN INFORMATION OR PASSWORDS SHALL BE AT ITS SOLE AND ABSOLUTE RISK AND THAT FIVEONE SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING AS A RESULT OF SUCH SHARING.
Some countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you
Licensee may terminate this license at any time by providing a 30 days' prior written notice. All fees paid are non-refundable. FiveOne, in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the FiveOne Services for any reason at any time. Licensee's duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or other act in violation of this agreement or (iii) indemnify FiveOne and the FiveOne Parties shall survive termination of this Agreement. Upon termination Licensee will destroy all copies of the Licensed Software and documentation onto which the Licensed Software or documentation has been installed. Upon termination FiveOne shall terminate the Licensee's access to their FiveOne account, the account itself and the data residing therein. LICENSEE MUST EXPORT THEIR ACCOUNT DATA PRIOR TO TERMINATION OF THE FIVEONE SERVICE. FIVEONE SHALL NOT BE RESPONSIBLE FOR LICENSEE ACCOUNT DATA AFTER TERMINATION. In addition, FiveOne reserves the right and Licensee acknowledges such right for FiveOne to terminate service of Licensee's account on 30 days' notice if FiveOne determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.
Licensee agrees that the Licensed Software and the operation of the FiveOne Services and its processes are the confidential information of FiveOne and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore FiveOne shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond.
Licensee understands FiveOne utilizes Stripe processing and services and agrees to the fees set forth by Stripe to provide credit card processing services through FiveOne.
Licensee agrees that FiveOne shall not be liable for any improperly processed transactions, illicit access to Licensee's account with its payment gateway provider(s) or any of Licensee's transaction data or unauthorized disclosure and use of passwords or its payment gateway provider(s)'s account access information.
YOU HEREBY INDEMNIFY AND AGREE TO HOLD FIVEONE HARMLESS FROM ANY CLAIM, (INCLUDING ANY ASSOCIATED DAMAGES, COSTS AND REASONABLE ATTORNEYS FEES INCURRED BY FIVEONE OR ITS AFFILIATES) BROUGHT AGAINST FIVEONE OR ITS AFFILIATES BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY LOSS OR DAMAGE WHOLLY OR PARTIALLY CAUSED BY YOUR USE OF THE OFFLINE CREDIT PAYMENTS FEATURE IN ORDER TO ACCEPT CREDIT CARD TRANSACTIONS WITHOUT AUTHORIZATION WHERE SUCH TRANSACTIONS ARE SUBSEQUENTLY DENIED BY THE TRANSACTION PROCESSOR FOR ANY REASON.
LICENSEE AGREES THAT USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK AND THAT NEITHER FIVEONE, NOR ANY FIVEONE PARTY SHALL BE LIABLE IN ANY WAY OR UNDER ANY THEORY IN THE EVENT OF ANY CLAIM, DAMAGE OR EXPENSE INCURRED BY LICENSEE ARISING FROM USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES. LICENSEE ACKNOWLEDGES THAT FIVEONE IS NOT RESPONSIBLE FOR ITS PAYMENT GATEWAY AND CREDIT CARD PROCESSING PROVIDER(S)'S SYSTEMS AND THAT NO WARRANTY FOR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED, ARISES ON THE PART OF FIVEONE. LICENSEE AGREES THAT LICENSEE'S SOLE RECOURSE IN THE EVENT OF ANY CLAIM IS AGAINST ITS PAYMENT GATEWAY AND CREDIT CARD PROCESSING PROVIDER(S) AND LICENSEE HEREBY IRREVOCABLY RELEASES AND WAIVES ANY CLAIM IT HAS OR MAY HAVE, WHETHER OR NOT INCHOATE, AGAINST FIVEONE AND THE FIVEONE PARTIES ARISING FROM USE OF ITS PAYMENT GATEWAY AND CREDIT CARD PROCESSING PROVIDER(S)'S SYSTEMS.
The Licensee represents and warrants that it has the due right and power to enter into this Agreement, entering into this Agreement will not cause the breach of any agreement Licensee has with a third party and that all of the registration information provided to FiveOne is accurate in all respects. The Licensee also represents and warrants that it will continue to comply with FiveOne, Inc. Terms & Conditions signed with FiveOne, Inc. upon joining FiveOne platform.
This Agreement shall be construed under the laws of the State of Texas, U.S.A. as applied to contracts performed entirely within the state. Any dispute arising under this Agreement shall be exclusively heard in the state or federal courts residing in Summit, Texas regard to matters arising in connection with this Agreement and waives any claim it has that such a forum is inconvenient.
If payment processing services for accounts on DotSquare are provided by Stripe, they are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as an account on DotSquare, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of DotSquare enabling payment processing services through Stripe, you agree to provide DotSquare accurate and complete information about you and your business, and you authorize DotSquare to share it and transaction information related to your use of the payment processing services provided by Stripe.