Last updated: October 20, 2016
END USER LICENSE AGREEMENT
IMPORTANT – This End User License Agreement ("EULA") is a legal agreement between you ("you" or the "Authorized User"), individually, and in your capacity as an authorized representative of your company (the "Company"), and CashStar Inc. ("We" or "CashStar"). Before accessing or using any part of any CashStar websites, platform, API, or other related services, portals, or tools, or any of the materials, software, documentation, and content available in or through them (collectively, the "CashStar Online Services"), you should carefully read the following terms and conditions contained in this EULA, as they govern your access to and use of the CashStar Online Services, for yourself and on behalf of your Company. CashStar is willing to license and allow the use of the CashStar Online Services only on the condition that you accept and agree to all of the terms and conditions contained in this EULA. If you do not agree with this EULA, or you are not authorized to act on behalf of the Company, you are not granted a license or permission to access or otherwise use all or any portion of the CashStar Online Services.
We may change the terms of the EULA, so please check back from time to time. If we make material changes to the EULA, we will use our commercially reasonable efforts to inform you in advance by posting a notice within the CashStar Online Services. If you are a registered user or are on our electronic mailing list, we may also notify you of such material changes via email. We also may ask you to accept changes to the EULA at the time of your next account login, access or use of the CashStar Online Services. By continuing to use the CashStar Online Services after such notice and/or acceptance, you agree to be bound by the EULA as modified. All changes are effective when posted and apply to your access and use of the CashStar Online services thereafter.
LICENSE GRANT. The CashStar Online Services are provided by CashStar, and this EULA provides you with a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the CashStar Online Services, which at all times is conditioned on your and the Company's continued compliance with the terms and conditions of this EULA. This EULA permits you, for so long as you are an authorized user on behalf of the Company, to use and access, for business purposes only, the CashStar Online Services from the internet or through an on-line network. You also may load information from the CashStar Online Services into your laptop's, workstation's, computer's, or other electronic device's temporary memory (RAM) and print and download materials and information from the CashStar Online Services solely for business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. For the avoidance of doubt, the Company may have a separate agreement with CashStar containing additional terms, conditions, or restrictions regarding access and usage privileges for all or a portion of the CashStar Online Services, and you acknowledge and agree that the terms of any such separate agreement expressly is in addition to, and is not intended to be modified or changed by, this EULA. Your individual use of the CashStar Online Services will be subject to the obligations and restrictions regarding use of the CashStar Online Services as set forth in this EULA.
RESTRICTIONS. The license granted to you is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any services provided by CashStar through the CashStar Online Services in any manner not expressly permitted by this EULA. In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein, the CashStar Online Services.
USER OBLIGATIONS. By accessing or using the CashStar Online Services, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the CashStar Online Services, including, without limitation, when you provide information at registration or as may be requested from time to time by CashStar in connection with your user account. You are responsible for providing the equipment and services that you need to access and use the CashStar Online Services. We do not guarantee that the CashStar Online Services are accessible on any particular equipment or device or with any particular software or service plan.
In addition, you agree to abide by (a) the CashStar Security Policy, as provided to Company from time to time, and (b) all applicable local, state, national, and international laws and regulations in connection with your use of the CashStar Online Services. You further agree that you will comply with the export laws and regulations of the United States and any other country with jurisdiction over the CashStar Online Services, confidential information, intellectual property rights, or documentation or development tools of CashStar. The CashStar Online Services may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized end-user, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.
PROPRIETARY RIGHTS. You expressly acknowledge and agree that CashStar transfers no ownership or intellectual property interest, rights, or title in or to the CashStar Online Services to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, "look and feel," and arrangement of any content contained on or available through the CashStar Online Services, unless otherwise indicated, are owned, controlled, and licensed by CashStar and/or its licensors, and their respective successors and assigns, and are protected by applicable laws and regulations, including without limitation United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, CashStar does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, any unauthorized use of the CashStar Online Services by you may violate intellectual property or other proprietary rights laws as well as other laws or regulations. ©2018 CashStar Inc. and/or its licensors. All rights reserved. CashStar®, the CashStar logo, and all other names, logos, and icons identifying CashStar and its programs, products, and services are proprietary trademarks of CashStar, and any use of such marks, including, without limitation, as domain names, without the express written permission of CashStar, is strictly prohibited. Other service and entity names may be the trademarks and/or service marks of their respective owners.
LINKS. Third party links that may be provided within the CashStar Online Services will allow you to connect to other websites and/or services that are not under CashStar's control. CashStar does not endorse, does not monitor or review, and is not responsible for, the content of such websites and/or services. Any access to such websites or use of such services is entirely at your own risk.
DISCLAIMER. WHILE CASHSTAR ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE CASHSTAR ONLINE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE CASHSTAR ONLINE SERVICES. CASHSTAR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE CASHSTAR ONLINE SERVICES FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. CASHSTAR ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE CASHSTAR ONLINE SERVICES WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
SECURITY. As a material condition to your use of the CashStar Online Services, individually and on behalf of the Company, each of you and the Company agree as follows:
- You will be granted access to the CashStar Online Services using an individual account and access credentials. In connection with such access, you agree as follows: (a) you will create only one account for use on behalf of the Company; (b) all authorized user required information will be accurate, current, and complete information; (c) you will keep all authorized user information updated and accurate at all times; (d) you will keep your access credentials confidential; and (e) you and the Company will immediately notify CashStar if you or the Company discover or suspect that your access credentials or Company's network security have been compromised or breached. You will not permit any use of the CashStar Online Services that would damage, interfere with or unreasonably overload the CashStar Online Services. You acknowledge that CashStar will not contact you to solicit your user name or password.
- Each of you and the Company will be solely liable for all activities undertaken using any authorized user account, will be solely responsible for administering and managing access credentials of authorized users, will immediately terminate access credentials for individuals who no longer are authorized users, and accept all risks for any unauthorized use of any authorized users' access credentials.
- Each of you and the Company agree that, unless you or the Company have first notified us immediately of any compromise or breach, CashStar should assume that any instruction transmitted using your access credentials is yours and has been authorized by you, and CashStar will be entitled to rely on such instruction and will have no obligation to inquire into the propriety of such instruction.
- In furtherance of the foregoing, and not in limitation thereof, both you and Company will cooperate with CashStar to respond to any compromise or breach and mitigate any potential losses, and will indemnify CashStar and its clients and their respective users for any losses or liabilities caused by or related to any use of any of Company's authorized user account(s) or access credentials, whether or not such activity expressly was authorized by Company.
- Each of you and Company are responsible at all times for ensuring that authorized users' use of the CashStar Online Services complies with all applicable CashStar policies, including without limitation security, operational, financial, contractual, or similar business considerations, as the same may be updated from time to time by CashStar.
- CashStar reserves the right, without notice and in its sole discretion at any time, to suspend or terminate all or a portion of Company's, or one or more of its authorized users', authorization to access and use the CashStar Online Services, in whole or in part, in connection with any breach of this EULA, material failure to comply with applicable CashStar policies, or any known or suspected incident in which Company's access credentials or network security have been compromised or breached, directly or indirectly.
LIMITATION OF LIABILITY. As a material condition to your use of the CashStar Online Services, each of you and the Company expressly absolve and release CashStar from any claim of harm resulting from a cause beyond CashStar's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone, utility, or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, acts of terrorism, or governmental restrictions. MOREOVER, IN NO EVENT SHALL CASHSTAR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE CASHSTAR ONLINE SERVICES, WITH THE DELAY OR INABILITY TO USE THE CASHSTAR ONLINE SERVICES, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE CASHSTAR ONLINE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CASHSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF CASHSTAR FOR ANY REASON WHATSOEVER RELATED TO USE OF THE CASHSTAR ONLINE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU OR THE COMPANY TO CASHSTAR IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
INDEMNITY. As a material condition to your use of the CashStar Online Services, each of you and the Company agree to defend, indemnify, and hold harmless CashStar and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from any breach by you of this EULA.
GOVERNING LAW. This EULA has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Maine, U.S.A. as applied to agreements entered into and completely performed in the State of Maine. You, the Company, and CashStar each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in the State of Maine for any disputes between us under or arising out of this EULA. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you or the Company might have against CashStar must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. You and the Company also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this EULA and is hereby disclaimed. CashStar makes no representation that the CashStar Online Services are appropriate or available for use in other locations outside the United States of America, and access to the CashStar Online Services from other states, territories, or nations where any aspect of the CashStar Online Services is illegal is expressly prohibited. Your access the CashStar Online Services is of your own volition and you and the Company are responsible for compliance with all applicable local laws with respect to your access and use of the CashStar Online Services. A printed version of this EULA and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact CashStar if you wish to receive a printed copy of this EULA.
TERM AND TERMINATION. This EULA, as updated and in effect from time to time, and your right to use the CashStar Online Services will take effect at the moment you register for an account and each time you install, access, or use the CashStar Online Services, and is effective until terminated as set forth below. CashStar reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to suspend or deny your access to the CashStar Online Services or to any portion thereof in order to protect its name and goodwill, its business, and/or other authorized users, and this EULA will also terminate automatically if you fail to comply with this EULA, subject to the survival rights of certain provisions identified below. Termination or suspension may be effective immediately and without notice in the sole discretion of CashStar. You may also terminate this EULA at any time by ceasing any use of the CashStar Online Services, but the applicable provisions of this EULA will survive termination, as identified below. Upon termination, you must delete or destroy all copies of any aspect of the CashStar Online Services in your possession. In addition to the Section 11 (Miscellaneous) below, the provisions concerning CashStar's proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this EULA for any reason.
MISCELLANEOUS. You acknowledge that any breach, whether threatened or actual, of this EULA may cause irreparable injury to CashStar, such injury may not be quantifiable in monetary damages, and CashStar may not have an adequate remedy at law. You therefore agree that CashStar shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, you hereby waive any requirement that CashStar post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to CashStar to enforce any provision of this EULA. The parties agree that this EULA is for the benefit of the parties hereto as well as CashStar's licensors. Accordingly, this EULA is personal to you, acting on behalf of the Company, and you may not assign your rights or obligations to any other person or entity without CashStar's prior written consent. Failure by CashStar to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by CashStar of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and CashStar as a result of this EULA or your utilization of the CashStar Online Services. Headings herein are included for convenience of reference only and are not intended to be used in the interpretation of the relevant provision. This EULA, as the same may be updated from time to time, represents the entire agreement between you, acting on behalf of Company, and CashStar with respect to your use of the CashStar Online Services, and supersedes all prior or contemporaneous communications or proposals, whether electronic, verbal, or written, between you and CashStar with respect to the CashStar Online Services.
CONTACT INFORMATION. If you or the Company have any questions regarding this EULA, you can contact CashStar at the following information:
Mail: CashStar Inc., 25 Pearl Street, Portland, ME 04101
© 2018 CashStar Inc. All Rights Reserved.