RetailCP ‘software’ : End User License Agreement ( EULA )
Last Revision: version 1.5 ; Dated August 26th 2015
RetailCP Customer Agreement
Please review the terms and conditions of the RetailCP Customer Agreement (the “Agreement”). By clicking “I Accept” and accessing the RetailCP software application (the “RetailCP Software”), you acknowledge that you have read the Agreement set forth below and agree to abide by and be bound to this Agreement. As used in this Agreement, “RetailCP” means Ambient Displays Ltd, trading as ‘RetailCP’; (trading address):: Annaverna, Ravensdale, Dundalk, Co Louth, Ireland.
For the purposes of this Agreement, “you” means both you, as an individual and customer, and the company that you represent (the “Company”). You represent and warrant that you have the requisite authority to bind the Company to this Agreement. “We” or “Our” or “Us” means RetailCP. If you do not agree with the terms of this Agreement, then you will not be able to access the RetailCP Software and you should exit the application.
1. RetailCP ‘software’ ( the ‘RetailCP Software’ )
The RetailCP Software includes, and is not limited to, ‘Scheduler’ Appointment Booking software, ‘Food’ and ‘Restaurant’ Orders Display software, Restaurant Online Ordering software, and XLS ‘Uploader’ to import XLS Customer details.
‘Scheduler’ Appointment Booking software is a suite of applications suited to different types of Hair & Beauty Salons, SPAs and Leisure-Fitness-Wellness centres.
‘Scheduler’ software enables staff at ‘Salons’ or ‘SPAs’ to make and manage Appointment bookings; to set pricing for services based on staff capabilities; to send Emails to end-customers to confirm their booked appointments. (Some ‘Scheduler’ versions in Europe will have option to send SMS-text messages to end-customer’s mobiles).
This EULA governs your use of the RetailCP Software, as well as any content or applications that may be made available to you now or in the future through the RetailCP Software. The RetailCP Software is owned by RetailCP. RetailCP retains title and all other ownership and intellectual property rights in and to the RetailCP Software, including but not limited to its source code, object code, documentation, data, information, trademarks, service marks, and trade secrets. You must only access the RetailCP Software in accordance with this EULA.
2. License Grant
Subject to your compliance with all of the terms and conditions of this EULA, RetailCP grants to you a limited, non-exclusive, non-transferable license to access and use the RetailCP Software during the Term (the “License”). The RetailCP Software is being licensed and not sold to you by RetailCP. You will not acquire any ownership interest in the RetailCP Software under this EULA.
Your user fees are paid by you (referred to as “Company”). Your access to the RetailCP Software is conditioned on an active Customer Agreement between the Company and RetailCP. If at any time during the Term your Company’s Customer Agreement expires or otherwise terminates, then your access to the RetailCP Software will also terminate.
4. Username and Password
Upon first login into the RetailCP Software, you will either use your existing Clover station credentials, or you will set up a unique username and password. Do not share your username and password with any other person. You may also be prompted to set up a personal PIN code. This PIN code will be used by RetailCP to authenticate your identity when you contact RetailCP for any customer service related questions. In addition, anyone who has access to your personal PIN code may be able to login and access your account. Do not share your PIN code. You are responsible for your own conduct when accessing the RetailCP Software, as well as any and all actions of any person accessing the RetailCP Software through a username and password or PIN code assigned to you.
5. Use Restrictions
You must not and must not allow any other person to do or attempt to do any of the following: (a) use the RetailCP Software for any unlawful purpose; (b) make the RetailCP Software available to any unauthorised third party or use the RetailCP Software if you are a competitor of RetailCP; (c) use the RetailCP Software to copy or create derivative works or competitive products to the RetailCP Software; (d) circumvent any technology measures that control access to the RetailCP Software or violate the security of the RetailCP Software; (e) post, transmit, distribute, or infect the RetailCP Software with viruses or other harmful code; (f) use the RetailCP Software in any manner that violates or diminishes the rights of RetailCP; and (g) use the RetailCP Software to benefit any party other than you and the Company you are employed with.
RetailCP may suspend your License or access to the RetailCP Software at any time if it determines that you are violating the EULA or you are taking or facilitating any action that puts RetailCP, its customers, its systems, or its data at risk in any manner. RetailCP may provide you with a 10-day period to cure any alleged violations, but has no obligation to allow you to access the RetailCP Software during this period. If you fail to cure any alleged violation within the cure period or if the violation is not capable of being cured, then RetailCP may terminate your access to the RetailCP Software.
7. Configuration and Setup
RetailCP is not responsible for configuring or setting up your RetailCP Software. If you are an administrator, upon first login as the administrator (the “Administrator”), you will have Administrator rights which will allow you to configure and setup the RetailCP Software to meet your specifications. Authorised Users have limited rights compared to the Administrator. Your Company is responsible for delineating Administrator versus Authorised User rights. RetailCP is not responsible for managing role-based access controls to the RetailCP Software.
RetailCP will provide general online training and content online to explain ‘How to Set-up’ the RetailCP Software and for day-to-day operational use. If you have additional questions concerning your configuration and set up, please contact your RetailCP customer support, at APP@RetailCP.ie
8. Email and SMS (Text) Messaging
(Some ‘Scheduler’ versions in Europe will have option to send SMS-text messages to end-customer’s mobiles). You can configure the RetailCP Software to send, or not to send, ‘Emails’ and / or ‘SMS text’ messages to customers of your business, to confirm their appointment bookings and to provide 24-hour appointment reminders. You may purchase SMS credits at the prices set out, and using the option we provide you, on the Web-client page.
9. Third-Party Components ( SMS service)
(Not relevant to USA because we do not offer SMS-text sending services in USA). The RetailCP Scheduler software in Europe uses SMS-text sending services provided by and owned by ( Esendex UK ). Esendex, a (“Third Party Provider”) retain rights, title, and interest in and to their third-party components. Use of any component embedded within the RetailCP Software may be subject to additional terms and conditions provided by each and any Third Party Provider we use or may use. These additional terms and conditions will be passed through to you via the ‘Esendex’ UK EULA.
10. User Content and Navigational Data
You own any data or information you submit through the RetailCP Software (collectively, the “User Content”). By using the RetailCP Software, you are granting RetailCP a worldwide, perpetual, irrevocable license to use, store, host, modify, access, publish, and distribute the User Content (the “Content License”), for RetailCP’s business purposes. The Content License may be used for operating, promoting, and improving the RetailCP Software and developing new products in the future. RetailCP may also disclose User Content to your Authorised Users upon request at RetailCP’s discretion, with or without notice to you. From time-to-time, RetailCP may also use technical methods to track and analyse traffic patterns inside the RetailCP Software, such as the frequency with which you and Authorised Users are visiting various parts of the RetailCP Software. RetailCP may also use tools to measure and collect session information, including page response time, download errors, length of visits, etc. RetailCP may use this information or employ a third party to help RetailCP analyse this information to measure site activity, develop new ideas for improving the RetailCP Software or for other business purposes.
11. Data Storage
RetailCP recommends that you back up and store any and all User Content. RetailCP is not liable to you in the event of any data loss.
You are solely responsible for any and all communications you may have with third parties through the RetailCP Software. You are responsible for making your own decisions and any actions that you may take regarding content you view or contribute through RetailCP. RetailCP relies on its users to provide accurate information to the system. RetailCP is not responsible for any actions of any third party through the RetailCP Software and does not verify that the content submitted by any third parties is accurate. Additionally, RetailCP is not responsible for any data loss or loss of User Content that may occur during the Term.
From time-to-time, RetailCP may seek or you may offer comments, input, or ideas regarding your use of the RetailCP Software or the RetailCP Software’s features and functionality generally (collectively, “Feedback”). RetailCP welcomes your Feedback regarding the RetailCP Software. Any Feedback that you give to us (either oral or written) is RetailCP’s exclusive property. Your submission of any Feedback constitutes an assignment to RetailCP of all rights, title, and interest in all copyrights or intellectual property rights in the Feedback. RetailCP may use, distribute, manipulate, disclose, publish, or reproduce any Feedback related to you use of the RetailCP Software without notice or compensation to you.
“Confidential Information” means all information and data regarding RetailCP or the RetailCP Software that is identified as confidential or proprietary or that you should reasonably know is confidential. You must not disclose Confidential Information to third parties and you must protect any Confidential Information with the same degree of care as you use to protect your own Confidential Information, but in no event less than a reasonable degree of care.
15. LIMITED WARRANTIES AND DISCLAIMERS
The RetailCP Software is provided to you “as-is” and “as available”. RetailCP specifically does not represent and warrant that the RetailCP Software is error-free or that there will not be any disruption of your use of the RetailCP Software during the term. RetailCP does not make any specific representations or warranties related to the availability, accuracy, reliability, completeness, or suitability of the RetailCP Software for your specific needs. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RETAILCP DISCLAIMS ALL EXPRESS, STATUTORY, OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.
RetailCP is not liable to you for any Email or SMS text messaging delays. ( SMS-text messaging is not relevant to Apps we supply for USA App Market). For Europe, to send SMS-texts, we use the professional and very reliable SMS-text services provided by a third party (Esendex UK). By using the RetailCP Software, you acknowledge that Email and SMS communications and other notifications may from time-to-time be delayed or intercepted by third parties. It is ULTIMATELY your responsibility to ensure that you and your end-customers are receiving all of the necessary notifications. RETAILCP WILL NOT BE LIABLE FOR ANY EVENTS OR CIRCUMSTANCES OUTSIDE OF RETAILCP’S COMMERCIALLY REASONABLE CONTROL, INCLUDING ANY THIRD-PARTY MALFUNCTIONS, ERRORS, OR DEFECTS.
17. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, under no circumstances shall RetailCP, it’s Directors, Officers, Employees, Agents or it’s Affiliates, or any of it’s respective Licensors or service Providers, be liable to you or any other party for indirect, consequential, special, incidental, punitive, or exemplary damages of any kind (including lost revenues or profits or loss of business, loss of data, loss of goodwill, cost of substitute goods or services ) resulting from this agreement, or from the furnishing, performance, installation, or use of the software application product, whether due to a breach of contract, breach of warranty, or the negligence of RetailCP or any other party, even if RetailCP is advised beforehand of such damages. To the extent that the applicable jurisdiction limits RetailCP’s ability to disclaim any implied warranties, this disclaimer shall be effective to the maximum extent permitted.
You will defend, indemnify, and hold harmless RetailCP and its respective employees, contractors, officers, directors, and agents from and against all liabilities, claims, and expenses, including legal fees, which arise from or are related to: (a) your use or misuse of the RetailCP Software; (b) any User Content; and (c) any violation of this EULA. RetailCP reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with RetailCP in asserting any available defences.
If the RetailCP Software or any portion of the RetailCP Software becomes, or in RetailCP’s opinion is likely to become, subject to an infringement claim, then RetailCP may, at its sole option and expense, take any of the following steps to avoid or mitigate any potential losses: (a) procure a license for you to continue using the RetailCP Software; (b) modify or replace the RetailCP Software with functionally equivalent software; or (c) notify you in writing to cease using the RetailCP Software (the “Notification Date”). You must cease all use of the RetailCP Software after the “Notification Date”. This section sets forth RetailCP’s sole liability and entire obligation and your exclusive remedy for any action related to the RetailCP Software and any allegation of infringement.
20. Compliance with Laws
In using the RetailCP Software, you must comply at all times with all applicable laws, rules, and regulations. You agree that you will not transfer or export the RetailCP Software into any country or use the RetailCP Software in any manner prohibited by the EU (European Union) Export control laws or U.S. Export Administration Regulations or any other applicable export control law, restriction, or regulation.
These Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of Ireland. The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
If any provisions of this EULA are found to be invalid or unenforceable for any reason, such provision must be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability, and the remainder will continue in full force and effect.
22. No Waiver
No waiver by RetailCP under this EULA will be valid or binding unless set forth in writing and duly executed by RetailCP. Any such waiver constitutes a waiver only with respect to the specific matter described therein and in no way impairs the rights of RetailCP in any other respect or at any other time.
23. Updates to the EULA
From time-to-time, RetailCP may make changes and updates to the EULA. You will be presented with any new changes upon your next login to the RetailCP Software. If you do not agree with any subsequent versions of this EULA, then you will not be able to access the RetailCP Software and you should exit the application.
The legal representative of RetailCP is Ambient Displays Ltd, trading as ‘RetailCP’, from the trading address: Annaverna, Ravensdale, Dundalk, Co Louth, Ireland.
Any questions, comments, or legal notices regarding this EULA or the RetailCP Software must be sent by email to APP@RetailCP.ie and/or sent by a mail delivery system that can be tracked to the above address. You authorise RetailCP to notify you via email to the email and physical address associated with your user name and password.
The headings in this EULA are inserted merely for the purpose of convenience and will not affect the meaning or interpretation of this EULA.
26. Entire EULA
This EULA constitutes the entire Agreement between RetailCP and you with respect to your rights to access and use the RetailCP Software.
ADDITIONAL CLOVER TERMS
Reasonable advance notice will be provided to current subscribers of an APP before RetailCP cease making services available through an APP, RetailCP take down an APP or remove it from current distribution due to:
(a) an allegation or actual infringement of any intellectual property right or right of publicity or privacy of any third party,
(b) an allegation or actual defamation,
(c) an allegation or determination that an APP does not comply with applicable law,
(d) RetailCP ceasing to do business, or
(e) RetailCP filing a petition in bankruptcy, dissolving or otherwise failing or unable to pay debts as they become due.
An APP may be removed at any time from the APP Market if it is determined that the APP:
(i) may infringe or otherwise violate the intellectual property rights or any other rights of any third party;
(ii) violates any applicable law, regulation, card association rule, or is subject to an injunction;
(iii) violates the Clover APP Market Developer Program Policies;
(iv) is being distributed in a manner that is in breach of the Clover Developer Terms;
(v) may create liability for Clover; or
(vi) may contain a virus, malware or spyware, or may have an adverse impact on Clover’s systems.
A subscriber may cancel their subscription at any time before the end of the applicable billing cycle, and upon cancellation, the subscriber will:
(i) Not receive a refund for the billing period during which the subscriber cancels its subscription, and
(ii) be able to access its subscription and receive issues and updates of the relevant subscription until the subscription termination date.
RetailCP, may refund the full purchase or one Month of the subscription price of an app to a subscriber if:
(i) an app does not function properly; or
(ii) a subscriber requests a refund from RetailCP, within a reasonable time period.
The customer is responsible to report an issue in a timely fashion. For example it is not reasonable for a customer to claim refund for a number of months after utilising the app services for a number of months without reporting issue.
Clover and its affiliates do not have any responsibility or liability to a subscriber of an APP in any way with respect to the subscriber’s use of an APP.