 |
|
|||||||
Restaurant POS Systems
Online Restaurant Management Software
Terms of Use
| This Website, including all of its features and content is a service made available by 2020 ITS. All content, information and services provided on or through this Website may be used solely under the following terms and conditions. Your use of this website constitutes your agreement to be bound by these terms and conditions of use. If you have questions about our terms of use policy, please e-mail us at Webmaster. |
Website Terms of Use
2020 ITS means 2020 IT Solutions Corp.
(Note: Clients have additional Terms of Use and Terms of Service by a separate Maintenance Agreement which also apply.)
1. Website Limited License. As a user of this Website you are granted a non-exclusive, non-transferable, revocable, limited license to access and use this Website and Content in accordance with these Terms of Use. The Website and its Contents are protected by copyright pursuant to U.S. and Canadian and international copyright laws.
2. Limitations on Use. Unless otherwise agreed through a specific valid agreement between a Client and 2020 ITS the content on this Website is for your personal use only and not for commercial exploitation. You may not decompile, reverse engineer, disassemble, rent, lease, loan, sell, sub-license, or create derivative works from this Website or the Content. You may not use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities or users. You may not use any robot, spider, other automatic software or device, or manual process to monitor or copy our Website or the Content without 2020 ITS's prior written permission. You may not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of this Website, except to the extent permitted above. You may not use or otherwise export or re-export this Website or any portion thereof, or the Content in violation of the export control laws and regulations of the United States of America or Canada. Any unauthorized use of this Website or its Content is prohibited.
3. Not Legal Advice. Unless otherwise agreed through a specific valid agreement between a Client and 2020 ITS the content is not intended to and does not constitute legal advice, and although 2020 ITS has expended best efforts to secure member information, information submitted to this Website cannot be treated as confidential. The accuracy, completeness, adequacy or currency of the Content is not warranted or guaranteed. Your use of Content on this Website or materials linked from this Website is at your own risk.
4. Intellectual Property Rights. Except as expressly provided in these Terms of Use, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights. You agree that the Content and Website are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
5. Linking to this Website. You may provide links to this Website.
6. Registration. Certain sections of this Website require you to register. If registration is requested, you agree to provide 2020 ITS with accurate and complete registration information. It is your responsibility to inform 2020 ITS of any changes to that information. Each registration is for a single individual only, unless specifically designated otherwise on the registration page.
7. Grounds for Suspension and Termination. As a 2020 ITS Subscriber, you agree to comply with these Terms and Policies. Any violation of these Terms and Policies may serve as cause for 2020 ITS to suspend or terminate your account. You agree that 2020 ITS has the right, with or without notice, to suspend or terminate your account upon the first or subsequent occurrence of any of the following:
a. Using the Service in a way which constitutes violation of any copyright, trademark, applicable statute, law, court order, tariff, regulation, or treaty (including, but not limited to, intellectual property, communications, privacy, criminal and international law);
b. Using the Service in a manner intended to abuse or violate the privacy or property rights of others; this ground for suspension or termination is separate from and in addition to the fees which will result from such activity;
c. 2020 ITS has provided appropriate processes to limit risk, however, you are restricted from using the service to store, transfer, or advertise the following: pornography, nudity, violations of privacy, computer viruses, hacking, "warez", and any harassing and/or harmful material or uses; photos or videos showing frontal nudity on either men or women for any purposes; photos or videos showing graphic violence or death. In addition, any site or site(s) with hyperlinks whose revenue is gained in part or whole from its adult content violate this policy. 2020 ITS reserves the right to decide what it considers "adult content", "adult material", "sexually explicit", or "sexually related". Let us know if you are unsure of the approval of your site before placing an order. Accounts violating this policy will be suspended at once and deleted from our servers.
d. Using the Service in an attempt to break security, or so as to actually break security of any computer network (including the Service itself), or to access an account, message, or file which does not belong to you;
e. Using the Service in such a way as to forge or misrepresent headers, addresses, or other identification in website pages or electronic mail, or using any other method to disguise the sender's identity or location;
f. Excess utilization of system or network resources, including, but not limited to the use of scripts or programs which consume an unreasonable amount of Central Processing Unit ("CPU") usage or Random Access Memory "RAM");
g. Posting commercial messages to a USENET group for the purposes of demoting this web-site;
h. Using the Service to promote or solicit competing products or services;
i. Using the Service for unauthorized relays through any third party systems;
j. Using the Service for mail-bombing, which includes any instance where multiple messages are sent to a specific destination with the intent to render the recipient and/or the electronic system serving that recipient dysfunctional;
k. Using the Service to add or attempt to add addresses to any mailing list (yours or a third party's) without the explicit positive consent of the addressee(s);
l. A significant number of complaints regarding Subscriber's failure to be reasonably accessible to Subscriber's customers or to fill orders in a timely manner;
m. Engaging in harassment, whether through language, frequency, or size of e-mail messages;
n. Using the Service to engage in syn flood attacks, which are defined as over-burdening a recipient computer system by sending a high volume of spurious data which effectively impedes or totally disables functionality of the recipient system(s), or any other methods of denial-of-service attacks; or,
o. Furnishing false data on your sign-up form, contract, or online application, including providing fraudulent credit card or other payment information. No bill credit will be given for a period of suspension. In the event of termination of your use of the Service under this section, 2020 ITS may at its sole discretion retain any or all amounts you have paid for use of the Service as liquidated damages for your actions;
p. Furnishing or presenting data in a manner that would be deemed to be unprofessional, junky, inappropriate or unsuitable for this service. Let us know if you are unsure and request approval before placing an order. Accounts violating this policy will be suspended at once and deleted from our servers.
8. Errors and Corrections. 2020 ITS does not represent or warrant that this Website or the Content will be error-free, and although 2020 ITS has expended extraordinary effort to ensure uploaded content is virus free, we cannot legally state that all documents downloaded are free of viruses or other harmful components, or that defects will be corrected, or that the website will always be accessible. 2020 ITS does not warrant or represent that the Content available on or through this Website will be correct, accurate, timely, or otherwise reliable. 2020 ITS may make improvements and/or changes to its features, functionality or Content at any time.
9. DISCLAIMER. THIS WEBSITE AND THE CONTENT IS PROVIDED AS IS AND WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, 2020 ITS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY OF A COMPUTER PROGRAM, AND THE IMPLIED WARRANTY OF ACCURACY. And although 2020 ITS has expended great effort to create suitable products and services, THERE IS NO WARRANTY THAT THIS PRODUCT OR THE INFORMATION CONTAINED WITHIN IT WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. 2020 ITS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE WEBSITE'S ACCURACY, COMPLETENESS, OR CURRENTNESS; AND 2020 ITS SPECIFICALLY DISCLAIMS ANY OTHER WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 2020 ITS SHALL NOT BE LIABLE ON ACCOUNT OF ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES. YOU AGREE THAT IN NO EVENT WILL 2020 ITS BE LIABLE FOR THE RESULTS OF YOUR USE OF THE WEBSITE OR THE CONTENT, FOR YOUR INABILITY OR FAILURE TO CONDUCT YOUR BUSINESS, OR FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. YOU FURTHER AGREE THAT IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF 2020 ITS FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY YOU TO 2020 ITS DURING THE PRECEDING TWELVE-MONTH PERIOD, EVEN IF 2020 ITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL CLAIM, LOSS, OR DAMAGE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
10. LIMITATION OF LIABILITY. 2020 ITS SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THIS WEBSITE, OR THE CONTENT HEREOF. 2020 ITS SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE CONTENT.
11. Indemnification. You agree to indemnify, defend and hold harmless 2020 ITS, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Website from and against all claims, losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Use by you.
12. Unlawful Activity. 2020 ITS reserves the right to investigate complaints or reported violations of our Terms of Use and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
13. Remedies for Violations. 2020 ITS reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use, including but not limited to the right to block access from a particular Internet address to this Website and any other 2020 ITS Websites and their features.
14. Privacy. Your use of this Website is subject to 2020 ITS's Privacy Policy.
15. Severability of Provisions. Unless otherwise agreed through a specific valid agreement between a Client and 2020 ITS these Terms of Use incorporate by reference any notices contained on this Website and 2020 ITS's Privacy Policy and constitute the entire agreement with respect to access to and use of this Website and the Content. If any provision of these Terms of Use is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
16. Modifications to Terms of Use. 2020 ITS reserves the right to change these Terms of Use at any time. Updated versions of the Terms of Use will appear on this Website and are effective immediately. You are responsible for regularly reviewing the Terms of Use. Continued use of this Website after any such changes constitutes your consent to such changes.
Terms of Service
2020 ITS means 2020 IT Solutions Corp.
These Terms of Service are presented as standard information which may only be over ridden by a signed agreement between 2020 ITS and a Client and only to the extent that the written agreement specifically conflicts with these Terms of Service. These Terms of Service exclusively apply in the event that no overriding written agreement is in place between a Client and 2020 ITS.
YOUR USE IS CONDITIONAL UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. 2020 ITS ONLINE SOFTWARE APPLICATIONS AND SERVICES ARE NOT AVAILABLE TO PERSONS NOT ELIGIBLE TO WORK ACCORDING TO THE LAWS OF THE JURISDICTION OF THEIR PLACE OF RESIDENCE.
You agree to be bound by these Terms of Service by installing, copying, or otherwise using the 2020 ITS Services which may include 2020 ITS software, video, recording, storing data or other services (the "Services"). Please read these Terms of Service (the "Agreement") carefully before making any installation of 2020 ITS software, accessing, or otherwise using the Software or Services. We suggest you keep a copy of these terms for your reference.
This is a legal agreement ("Agreement") between 2020 ITS ("2020 ITS") and "you" jointly referred to as the "Parties":
a) The individual or legal entity purchasing or opening an account for the Services under this Agreement, or
b) The individual accessing or using the "Services" or installing or downloading client software.
In the case of a legal entity which has an existing agreement ("Prior Agreement") with 2020 ITS, the Prior Agreement will govern and will be deemed to supersede the applicable terms of this Agreement to the extent of any conflict between this Agreement and the Prior Agreement.
If you do not agree with the terms of this Agreement, click the "Cancel" button and do not use or join any meeting supported by the Services. Any software associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
1. Definitions. All capitalized terms defined in this Agreement have the meanings set forth herein:
1.1 "Content" means all data, text, images, sounds, computer programs, and any other information, including without limitation everything that is uploaded by or for you in connection with your use of the Services including without limitation photographs, caricatures, illustrations, designs, icons, articles, audio clips, trademarks, logos, and video clips.
1.2 "Services" means the 2020 ITS Web services provided using the ITS website by you as described in the applicable order for such services accepted by 2020 ITS and placed with 2020 ITS directly or via an authorized reseller.
1.3 "Site" means www.2020ITS.com or any successor or parallel web site.
1.4 "Software" means the software and all associated documentation and other materials provided to you by 2020 ITS or that you have downloaded to access the Services.
1.5 "Term" means the duration of this Agreement commencing with the earliest of: (i) the date that 2020 ITS accepts your order for Services, or (ii) that you first access or use the Services, or (iii) that you install the Software, and continuing until the end of the applicable Services period as designated by 2020 ITS, subject to earlier termination in accordance with this Agreement.
1.6 "Partners" means 2020 ITS and any licensors and suppliers providing any part of the Software and/or Services; and all subsidiaries, Partners, officers, employees, consultants, and agents of any of the foregoing.
2. "Services" means 2020 ITS will provide the Services in accordance with this Agreement. 2020 ITS may at its sole discretion modify the features and the pricing of the Services from time to time without prior notice.
3. Ownership of Software, Services and Trademark. Subject to your compliance with the terms and conditions of this Agreement, 2020 ITS hereby grants you a non-exclusive license during the Term: (i) to install the Software (in object code and executable code format only), and (ii) to use such Software (as installed) solely for the purpose of accessing and using the Services. The Software and Services are licensed, not sold, solely for use under the terms of this Agreement. Except as specifically set forth herein, 2020 ITS and other Partners retain all right, title, and interest, including all intellectual property rights, relating to or embodied in the Software and Services, including without limitation all technology, software, and copies relating to the Software and Services. All graphics, logos, service marks, and trade names, including third-party names, product names, and brand names (collectively, the "Trademarks") relating to the Software and Services are the trademarks of 2020 ITS or the other Partners. You are prohibited from using any Trademarks without the prior written permission of 2020 ITS or the applicable Partners. 2020 ITS reserves all rights not expressly granted in this Agreement.
4. Responsibility For Content. You agree that you are solely responsible for content availability to the 2020 ITS site either manually provided or contained within other systems which upload electronically to the 2020 ITS site. You agree to responsibly maintain other systems which are required to provide source data to 2020 ITS. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although 2020 ITS is not responsible for any such communications, 2020 ITS may delete any such communications of which 2020 ITS becomes aware, at any time without notice to you.
5. Ownership of Personal Content. 2020 ITS does not claim exclusive ownership of any provided Content. You hereby grant to 2020 ITS a non-exclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, and display Content for the purpose of providing the Services. Except as licensed in this Agreement, other written agreements between the parties or as between you and 2020 ITS, you retain all right, title, and interest in and to the Content.
6. Links to Third Party Sites. Links within the 2020 ITS Site ("Site") or from the Web Board may let you leave the Site and visit web sites that are not controlled by 2020 ITS. Neither 2020 ITS nor any of 2020 ITS's Partners is responsible for any content of any such linked web site. Links are provided only as a convenience and do not imply any endorsement by 2020 ITS or any of the Partners.
7. Charges. You agree that 2020 ITS may charge to your credit card or other payment mechanism selected by you and approved by 2020 ITS ("Customer Account") all amounts due and owing for the Services ("Fees"), including Service per minute time or any other fee or charge associated with your use of the Services. 2020 ITS may change prices at any time without prior notice. You agree that in the event 2020 ITS is unable to collect the fees owed to 2020 ITS for the Services through Customer Account, 2020 ITS may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by 2020 ITS in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that 2020 ITS may collect interest at the lesser of 2% per month or the highest amount permitted by law on any amounts not paid when due. All prices are given and must be paid in the currency specified unless expressly agreed to in writing by 2020 ITS. All prices exclude applicable taxes, duties, and similar charges, which will be charged to and paid for by you. You will cause those who access the Services through the Customer Account to comply with the terms and conditions of this Agreement. You agree that your member account may be cancelled and removed if dormant for more than two (2) years and that any associated prepaid time balance is also cancelled and is non-refundable. You agree to pay all amounts due under this Agreement and to be responsible for all activity in the Customer Account for the Services, including payment of fees incurred at the direction of any user(s). The specific Fees and additional Terms and Conditions that You agree to are specified in the standard 2020 ITS agreements, Quote and Order Form or Reseller Agreement if executed between the Parties.
8. Termination. Subject to your compliance with the terms and conditions of this Agreement, 2020 ITS grants to you a non-exclusive, revocable right to access and use the Services during the Term. 2020 ITS reserves the right to suspend or discontinue without notice all or a part of the Services (or otherwise terminate this Agreement) at any time if 2020 ITS reasonably believes that you are in breach of this Agreement or may harm 2020 ITS or anyone else. Upon any cancellation or expiration of this Agreement, your access and other rights to the Services will be cancelled and cease. You are prohibited from reselling or acting as a service bureau for the Services or any component thereof.
9. Restrictions. You agree not to reverse engineer, decompile, disassemble, translate, or attempt to learn the source code of the Software or Services. Unless expressly set forth herein, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sub-license, lease, loan, rent, timeshare, deliver, or otherwise transfer, directly or indirectly, the Software (in whole or in part) or any rights in the Services. You may not remove from the Software or Services, or alter or add, any Trademarks or copyright notices or other proprietary rights markings.
10. No Commercial Use. Other than using the Services for your own business use in which you are an active participant, and as permitted under the terms and conditions of this Agreement, the Quote and Order agreement or other Partner or Reseller written agreements between you and 2020 ITS, you may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Website or otherwise generate income from the Services and under such circumstances 2020 ITS, its Partners, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
11. Export Restrictions. You acknowledge that the Services or portion thereof may be subject to the export control laws of Canada and the United States. You will not export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.
12. Scheduled Downtime; No Training or Technical Support. There is very seldom any scheduled downtime, even for major upgrades. If there is, during that time the Services are not available for use 2020 ITS has no obligation under the terms of this Agreement to provide support or maintenance services in connection with the Software or Services.
13. NO WARANTEES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND 2020 ITS, ITS PARTNERS, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ALTHOUGH 2020 ITS HAS EXPENDED BEST EFFORTS TO CREATE A USABLE SOLUTION, 2020 ITS, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT CAN BE LEGALLY BINDING. 2020 ITS, ITS PARTNERS, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. You agree to indemnify, defend and hold harmless 2020 ITS, its Partners, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Services, your violation of this Agreement or the infringement or violation by you or any other user of the Customer Account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, 2020 ITS, its Partners, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 2020 ITS OR ITS PARTNERS, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF 2020 ITS, ITS PARTNERS, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, 2020 ITS'S, ITS PARTNERS', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE PREVIOUS 12 MONTHS. Because some States and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.
15. Other.
15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Saskatchewan without reference to its conflicts of laws principles. Any litigation or arbitration with respect to the subject matter herein will take place in Kelowna, B.C., and 2020 ITS and you (the "parties") consent and agree to personal jurisdiction and venue in any forum located therein. The parties agree that any dispute arising from the performance of this Agreement will be submitted to a mutually acceptable mediator. In the event the dispute remains unresolved after fifteen (15) days from either party's first attempt to arrange mediation (or such longer period as both parties may mutually agree in writing), then such dispute will be resolved by binding arbitration pursuant to the Commercial Arbitration Act (British Columbia).
15.2 General Matters. The parties agree that, except as may otherwise be provided for herein:
a.) Neither party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or related entity without the consent of the other party.
b.) This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and assigns.
c.) In the event any provision of this Agreement is declared by a court of competent jurisdiction to be void, invalid, unlawful or unenforceable, such provision (or portion thereof) shall be severed without affecting the validity and enforceability of the balance of this Agreement.
d.) This Agreement may be amended only by written agreement of the parties. No waiver of or consent under any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver or consent is sought to be enforced. Neither the waiver by either party of any default in performance under or of any breach of any of the terms or conditions of this Agreement, nor the failure by either Party to enforce any of the provisions of this Agreement, shall operate or be construed as a waiver of any subsequent default or breach.
e.) Neither party shall be liable for any failure to perform its obligations under this Agreement due to acts of God, nature, or a Federal, State or local government agency, war, civil disturbance, labor disputes or shortages, electrical or mechanical breakdowns, inability or refusal of a common carrier to provide communications capabilities, and any other cause beyond a party's reasonable control, including, but not limited to, the issuance of an injunction by either a State or Federal court prohibiting a party from carrying on its day-to-day operations as contemplated under this Agreement, or an order of any regulatory, administrative, judicial or other legislative body, which shall temporarily suspend or terminate a party's ability to perform its obligations hereunder.
f.) All fees and other charges set forth herein are exclusive of any sales taxes or use taxes, export/import taxes or duties, value-added taxes, or other governmental charges with respect to items covered by this Agreement, or the use thereof.
15.3 Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
15.4 General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. 2020 ITS may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to 2020 ITS under this Agreement must be sent to the address provided in Section 7 above, or other address as provided by 2020 ITS for such purpose. Any and all rights and remedies of 2020 ITS upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on 2020 ITS, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.
16. Electronic Communications. The Services are conducted electronically and you agree that 2020 ITS may communicate electronically with you for matters relating to the Services and Software, including educational information and notifications regarding product updates, incentive and rewards programs, training opportunities and ways to more efficiently use the Service.
17. Privacy & Information Security Policy. The 2020 ITS Privacy and Information Security Policy can be accessed at www.2020ITS.com ("Privacy Policy") and you hereby acknowledge that you have accessed and read the Privacy Policy, that it is a part of this Agreement, and that it is incorporated herein by this reference. The Privacy Policy explains how certain information about you may be processed and used, among many other details. You agree to the Privacy Policy as if the "you" referenced therein is a reference to you. If you are a resident of California, 2020 ITS is required in some circumstances to disclose or provide notice of invasion of certain security systems. You agree that 2020 ITS may do so when required, by either sending an email notification to affected California residents, notifying major statewide media of the invasion, or other appropriate measures. You agree to receive notice by any of these methods.
18. Additional Maintenance Terms and Conditions 1.12
18.1.0 DEFINITIONS
Acceptable Use Policy means the 2020ITS policy on the use of the 2020 ITS Network Solution as set out in this agreement.
Content means any and all text, multimedia or images (graphics, audio and video), data and the like provided by Customer and installed on the Network.
Network means 2020 ITS Internet-based data center.
Network Support Services are as defined in Addendum Schedule B.
Network Software Applications means the Internet-based computer software which 2020 IT Solutions Corp. provides access to the Customer for their limited use.
2020 ITS Network Solution means the Network services Network access and Network Software Applications provided by 2020 ITS to the Customer pursuant to the provisions of this Agreement.
User means a named or specified (by password or other User identification) individual authorized by the Customer to have access to the 2020 ITS Network.
User Rights means the rights and privileges available to any one User with respect to accessing Customer data.
User Rights Profile means a profile prepared by 2020 ITS in accordance to the Customers direction specifying the User Rights for any one User with respect to viewing, copying, altering, moving, deleting, downloading, printing, etc. of Customer Data.
18.2.0 GENERAL
18.2.1 2020 ITS will provide use of the Network Software Applications and Network Support Services and data storage to the Customer.
18.22.2 Each Schedule becomes a part of this Agreement.
18.3.0 RIGHTS GRANTED
(a) Subject to the timely payment of the applicable fees during the term of this Agreement, 2020 IT Solutions Corp. grants to the Customer a non-exclusive, non-transferable and non-assignable license to access the 2020 ITS Network Solution.
(b) The Customer hereby acknowledges that the 2020 ITS Network and all 2020 IT Solutions Corp. Network Software Applications are the exclusive property of 2020 IT Solutions Corp. 2020 ITS acknowledges that all Customer Content or data is for use by the Customer. The Customer grants 2020 IT Solutions access and use of the Customer's Content or data for the purpose of 2020 ITS delivering service to the Customer, Customer Vendors or an associated company of the customer such as a franchisor.
(c) The Customer agrees that it will not load, store or execute on any computer or computer system other than the 2020 ITS Network either in whole or in part, any of the 2020 IT Solutions Corp. Network Software Applications, save and except such minor components of same which must reside and operate on the Customer's computer or computer system in order for the Customer to access and use the 2020 ITS Network Software Applications on an online basis through the 2020 ITS service.
(d) The Customer agrees that it will not download, alter, modify, reverse engineer or decompile any 2020 ITS software or Network Software Applications.
(e) With the exception of those individuals set out in the user rights profile, this Agreement may not be assigned, transferred or further sub-licensed by the Customer to any other party either in whole or in part.
(f) The Customer agrees to carry out the provisions of Schedule C (Customer Responsibilities).
18.4.0 NETWORK SUPPORT SERVICES
The Network Support Services shall be those as set out in Schedule B attached hereto.
18.5.0 EFFECTS OF TERMINATION
(a) Upon any expiry or termination of this Agreement, the Customer will no longer be allowed access to the Network or any of the 2020 ITS Network Software Applications or the 2020 ITS Network Solution. All obligations of 2020 ITS to provide the 2020 ITS Network Solution shall cease effective the date of termination.
(b) Any expiry or termination of this Agreement shall not relieve the Customer of any of its obligations to pay to 2020 ITS any fees and/or other amounts that have accrued to, or that are otherwise due to, 2020 ITS under this Agreement, whether prior to the date of expiry or termination of this Agreement or otherwise.
(c) Except for 2020 ITS's and the Customer's respective obligations to one another under this Agreement neither party shall be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by strike, riot, fire, flood, natural disaster, or other similar cause beyond such party's control, provided that such party gives prompt written notice of such condition and resumes its performance as soon as possible. Each party to this Agreement may terminate this Agreement if such condition continues for a period of one hundred and eighty (180) calendar days.
18.6.0 TITLE
(a) The computer Network Software Applications and documentation are proprietary and confidential to 2020 ITS, are protected by domestic and international laws, and shall remain the sole property of 2020 ITS. The Customer shall not acquire any ownership, license or other interest in any of same except those rights granted to Customer in this Agreement.
SCHEDULE A
2020 ITS SOFTWARE APPLICATION ACCEPTABLE USE POLICY
1. This document defines the Acceptable Use Policy for products and services provided by 2020 ITS to Customer. This Policy will ensure the integrity, security, reliability and privacy of the 2020 ITS network, systems, products, services, server hosting facilities and data contained within the 2020 ITS Network. Customer is responsible for continual compliance with this Policy by Customer and all Users.
2. Customer is prohibited from violating, or attempting to violate the security of the network. Any violations may result in criminal and civil liabilities to Customer. 2020 ITS will investigate any alleged violations and will cooperate with law enforcement agencies if a criminal violation is suspected. Examples of violations of the security of the 2020 ITS Network include, without limitation, the following:
(a) accessing data not intended for such Customer;
(b) logging into a server or account which Customer is not authorized to access;
(c) attempting to probe, scan or test the vulnerability of a system or breach security or authentication measures without proper authorization;
(d) attempting to interfere with service to any user, host or network including, without limitation, via means of overloading, flooding , mail bombing , or crashing ;
(e) taking any action in order to obtain services to which Customer is not entitled;
3. The Network may only be used for lawful purposes. For example, Customer may not use the 2020 IT SOLUTIONS CORP. Network to create, transmit, distribute, or store material that:
(a) violates a trademark, copyright, trade secret or other intellectual property rights of others;
(b) violates the privacy, publicity or other personal rights of others;
(c) impairs the privacy of communications;
(d) contains obscene, offensive or inappropriate content;
(e) constitutes pornography;
(f) may be threatening, abusive or hateful;
(g) violates export control laws or regulations;
(h) encourages conduct that would constitute a criminal offense or give rise to civil liability;
(i) causes technical disturbances to the Network;
(j) violates reasonable regulations of 2020 ITS or other service providers with respect to the network or assists or permits any persons in engaging in any of the activities described above or constitutes deceptive on-line marketing;
4. If Customer becomes aware of any such activities, Customer is obligated to immediately notify 2020 ITS and take all other appropriate actions to cause such activities to cease.
5. Customer is responsible for all its Content. 2020 ITS exercises no control over, and accepts no responsibility for, the content of the information passing through the Network, including content provided on any third party web sites linked to the 2020 ITS Network. Any web site links are provided as Internet navigation tools for informational purposes only and not as an endorsement by 2020 ITS of the contents of such web sites. 2020 ITS does not adopt, nor warrant the accuracy of, the content of any linked web site and undertakes no responsibility to update the content. Use of any information obtained via the Network is at Customer's own risk. 2020 ITS does not screen communications and is not responsible for screening or monitoring content used by Customer.
6. Customer acknowledges that 2020 ITS will be monitoring Usage and will consider such Usage in setting the Base Fee in any Renewal Term to this Agreement.
7. 2020 ITS reserves the right to suspend or terminate access to the Network for failure to pay the applicable fees in total which are payable on or before the first day of the month that services are to be provided for or upon notice of a violation of this Policy. Indirect or attempted violations of this Policy, and actual or attempted violations by a third party on behalf of a Customer, shall be considered violations of this Policy by such Customer.
8. Customer agrees to indemnify and hold harmless 2020 ITS, its officers, directors, employees and agents from any losses, damages, costs or expenses resulting for a suspension or discontinuation of services as allowed by this agreement or from any third party claim or allegation ( Claim ) arising out of or relating to any use of the Network, including any Claim which, if true, would constitute a violation of this Policy.
SCHEDULE B
NETWORK SUPPORT SERVICES
1. Hours of Operation - 2020 ITS intention is that all Network services will be available 24 hours a day; 7 days a week, taking into consideration scheduled maintenance times. Systems are monitored and managed from our Network Operations Center to ensure maximum availability (outside of scheduled maintenance periods) however we cannot guarantee availability at any time.
2. Scheduled Maintenance - Planned down times will occur on a scheduled basis between the hours of 20:00 to 06:00 (Central Standard Time). 2020 ITS will provide notice for any planned outages for those services and/or customers being affected where the outage is planned to be more than 15 minutes.
3. Emergency Maintenance - When emergency maintenance is required 2020 ITS will provide the greatest amount of lead-time possible. The customer must realize however, that in an absolute emergency they may not be notified ahead of time.
4. Network Help Desk Support - 2020 ITS support is provided by contract by a separate Maintenance Agreement on a priority basis. 2020 ITS Help Desk can be reached through standard hours from 9:00 to 16:00 (Central Standard Time) Monday through Friday W/O Holidays. Emergency Network Support Services are available beyond the standard hours subject to the applicable coverage period chosen and paid for by the Customer.
5. Mean Time for Urgent Repair (MTTR) - In the event of an outage, the 2020 ITS Network Operations Center strives to restore customer services in a timely manner. With regard to critical problems in the internal 2020 ITS infrastructure, our goal is to achieve a MTTR of 4 hours from the time of problem identification brought to the attention of 2020 IT Solutions personnel. 2020IT Solutions Corp. reserves the right to determine the urgency for repair. External problems, such as internet connectivity at our data center, are beyond the control of 2020 IT SOLUTIONS CORP. and thus cannot be guaranteed by 2020 ITS.
SCHEDULE C
CUSTOMER RESPONSIBILITIES
1. Customer will designate qualified personnel as liaisons.
2. Customer will adhere to and will require any third party having access to the 2020 ITS Solution to adhere to 2020 ITS's Acceptable Use Policy.
3. Customer is responsible for obtaining and complying with license terms for all Customer-provided software and represents to 2020 ITS that the terms of such licenses shall allow use of the software on the Network, as well as the implementation by 2020 ITS of the 2020 ITS Solution as proposed.
4. Customer is solely responsible for the Content, including any subsequent changes or updates made or authorized by Customer. Customer represents and warrants that the Content: (a) will not infringe or violate the rights of any third party including, but not limited to, intellectual property, privacy or publicity rights of others; (b) is not abusive, profane or offensive; or (c) will not be hateful or threatening.
5. Customer is solely responsible for the contents of its transmissions and the transmissions of third parties accessing the 2020 ITS Solution through Customer. Customer agrees to comply with Canadian law with regard to the transmission of technical data which is exported from Canada through the 2020 ITS Solution. Customer further agrees not to use the 2020 ITS Solution (a) for illegal purposes or (b) to interfere with or disrupt other network users, network services or network equipment. Interference or disruptions including, but are not limited to, distribution of unsolicited advertising or chain letters, propagation of computer worms and viruses, and use of the network to make unauthorized entry to any other machine accessible via the network.
6. Upon expiration of the Agreement, Customer must relinquish use of the IP address or address blocks assigned to it by 2020 ITS in connection with the 2020 ITS Solution.
7. Upon Customer's Acceptance of the 2020 ITS Solution, Customer shall be responsible for informing 2020 ITS, in a format described by 2020 ITS, of any changes in Users so that 2020 ITS can provide the User login names and passwords for the purpose of authenticating and authorizing Network access by Users. [An increase in the number of Users or excess internet traffic compared to average may result in an increase in the Customer's monthly User Fee.]
8. Customer shall be responsible for handling all communication, technical support to and business relations with end users who are the customers of Customer including but not limited to responding to inquiries and questions.
9. Customer shall provide 2020 ITS with access to such hardware, software and network connections as 2020 ITS shall require.
10. Customer shall be responsible for providing to 2020 ITS all information required for the acceptance tests in a timely manner and in form directed by 2020 ITS Customer shall participate in the acceptance testing in good faith and with all due diligence.
11. Customer shall be responsible for retaining the services of an Internet Service Provider and ensuring that the connection so provided is of sufficient bandwidth to attend to the Customer's needs.
If you have questions about our terms of use policy, please e-mail us at Webmaster.