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Paros Subscription Agreement |
Shreeji
Smart Solutions, LLC., (dba PAROS Technologies,
LLC or “PAROS”) agrees to provide
Services and information on its World Wide Web
site(s) (the "Site") under the following
terms and conditions to the Subscriber (“Client”
or “You” or “User”). By
accessing and/or using the Site, you indicate
your acceptance of this license agreement and
terms and conditions. |
LAWS
AND REGULATIONS.
Access to and use of this Site is subject to all
applicable international, federal, state and local
laws and regulations. User agrees not to use the
Site in any way which violates such laws or regulations. |
LICENSES
TO USE THE SERVICE.
Paros SERVICE, CML/Store services and related
software is the licensed and/or owned property
of and embodies the proprietary trade secret technology
of PAROS and/or its licensors and is protected
by copyright laws and international copyright
treaties, as well as other intellectual property
laws. Unauthorized use and copying of such software
is prohibited by law. The fees you pay PAROS for
the services include a license fee that entitles
the Client to use the service as set forth herein.
The right to use the Service (“SERVICE”
refers to PAROS CML and Store ordering, production,
inventory, accounting solutions or related PAROS
services, tools and modules provided by PAROS)
is granted only to subscribers/licensees of PAROS
services and their employees, for the sole purpose
of utilizing PAROS SERVICE, and this license terminates
when Client stops receiving PAROS SERVICE. PAROS
grants to Client a non-exclusive, nontransferable
license to use the SERVICE, including the computer
programs contained therein, the database contained
therein (the "Database"), and any related
documentation supplied to Client. In the event
that PAROS applies updates, corrections, modifications
or new versions or releases of the software associated
with the SERVICE (the "Updates"), such
Updates shall be part of the SERVICE and the provisions
of this Agreement shall apply to such Updates
and to the modified SERVICE. The SERVICE is licensed
not sold. Client receives no rights to the SERVICE
or intellectual property of PAROS or its licensors,
except as expressly stated herein. Client may
provide access to the SERVICE to those of its
employees it deems necessary to perform Client’s
CML/Store functions and administration. Client
shall be responsible for ensuring that its employees
that access the SERVICE comply with all the terms
of this Agreement and the online terms. PAROS
may discontinue or suspend access to the SERVICE
by any employee of Client if PAROS has reason
to believe that such employee has violated such
terms or is otherwise using the SERVICE in an
inappropriate manner.
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COPYRIGHT
AND TRADEMARKS AND CONFIDENTIALITY.
The information available on or through this Site
is the property of PAROS, or its licensors, and
is protected by copyright, trademark, and other
intellectual property laws. Users may not modify,
copy, distribute, transmit, display, publish,
sell, license, create derivative works or otherwise
use any information available on or through this
Site for commercial or public purposes. Users
may not use the trademarks, logos and service
marks ("Marks") for any purpose including,
but not limited to use as "hot links"
or meta tags in other pages or sites on the World
Wide Web without the written permission of PAROS
Technologies, LLC or such third party that may
own the Mark. Questions concerning trademark ownership,
usage, or infringement should be directed to privacy@parostechnologies.com. The PAROS SERVICE and any related software and
any documentation provided to Client contain the
proprietary knowledge of PAROS. No copies of the
PAROS Software shall be made. PAROS transfers
no title to or ownership of any Software to Client
or to any third party. |
TAMPERING.
Client agrees not to modify, move, add to, delete
or otherwise tamper with the information contained
in PAROS's Web site. Client also agrees not to
decompile, reverse engineer,disassemble or unlawfully
use or reproduce any of the software, copyrighted
or trademarked |
PAROS
Subscription Agreement
material, trade secrets, or other proprietary
information contained in the Site or otherwise
examines the PAROS Software for the purpose of
reverse engineering. |
THIRD
PARTY INFORMATION.
Although PAROS monitors the information on the
Site, some of the information is supplied by independent
third parties. While PAROS makes every effort
to insure the accuracy of all information on the
Site, PAROS makes no warranty as to the accuracy
of any such information. |
LINKS
TO THIRD PARTY SITES.
This Site may contain links that will let you
access other Web sites that are not under the
control of PAROS. The links are only provided
as a convenience and PAROS does not endorse any
of these sites. PAROS assumes no responsibility
or liability for any material that may accessed
on other Web sites reached through this Site,
nor does PAROS make any representation regarding
the quality of any product or service contained
at any such site. |
LINKS
FROM THIRD PARTY SITES.
PAROS prohibits unauthorized links to the Site
and the framing of any information contained on
the site or any portion of the Site. PAROS reserves
the right to disable any unauthorized links or
frames. PAROS has no responsibility or liability
for any material on other Web sites that may contain
links to this Site. |
PRIVACY.
Protecting the privacy of our clients and users
of our Sites is important to PAROS. The PAROS
Privacy Statement describes how we use and protect
information you provide to us. |
SECURITY.
The security of information transmitted through
the Internet can never be guaranteed. PAROS is
not responsible for any interception or interruption
of any communications through the Internet or
for changes to or losses of data. User is responsible
for maintaining the security of any password,
user ID, or other form of authentication involved
in obtaining access to password protected or secure
areas of PAROS sites. In order to protect you
and your data, PAROS may suspend your use of a
client site, without notice, if any breach of
security is suspected. |
FEES
and payment
Client agrees to pay the fees as specified on
the proposal or subscription form. Client agrees
that PAROS can charge Client’s bank EFT
or other payment mechanism selected by the Client
and approved by PAROS (“Your Account”)
all amounts due and owing for the Services, including
Service fees, set up fees if any, subscription
fees, overage fees, or any other fee or charge
associated with the Client’s use of the
PAROS SERVICE. You will provide PAROS with valid
Bank EFT information or approved payment mechanism
as a condition to signing up for the Service.
PAROS may change prices at any time without prior
notice. You agree that in the event PAROS is unable
to collect the fees owed to PAROS for the Services
through Your Account, PAROS 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 PAROS in connection
with such collection activity, including collection
fees, court costs and attorneys’ fees. You
further agree that PAROS may collect interest
at the lesser of 1.5% per month or the highest
amount permitted by law on any amounts not paid
when due. The Client shall be required to pre-pay
the first three Monthly Payments. Thereafter,
Monthly Payments shall be due one month in advance
of the first day of each month. |
Contacts
Client contacts are as specified on the proposal
or subscription form. It is the Clients responsibility
to keep their contact information current and
accurate. The contact information will include
an authorized billing contact name, legal company
name, mailing address, fax, phone and valid email
address. Non-receipt of mail (email or mail or
fax) due to a change in your contact information
that is not reflected in our records is not an
excuse for any violation or non-payment |
PAROS
Subscription Agreement or breach of our terms
and conditions.Term Commitment
Certain service plans may carry term commitments.
These term commitments may vary but are never
less than 6 months. Customers that cancel their
account before the term commitment has expired
will automatically be charged an amount equal
to the remaining balance for the services for
the entire length of the term (See Cancellations).
This Agreement shall be for the initial term set
forth in the Subscription Plan. The Agreement
shall thereafter continue on a year to year basis
until and unless terminated by either party providing
the other with written notice not less than sixty
(60) days prior to the expiration date of the
term. Any additional licenses purchased will use
the current terms and agreement for the SERVICE
and will be charged in full for the month. |
Actions
in the event of non-payment
SERVICE will not be activated until the initial
payment and executed agreement are received by
PAROS. Thereafter, services will be put on hold
if the Client fails to pay by the due date. It
is the Client’s responsibility to make sure
that PAROS receives the payment due by the payment
due date. Returned checks or rejected wire transfers
will cause an immediate disruption of your service.
Service will be re-activated only after the Client
cures such breach. A reactivation fee of $50 may
apply. If the Client fails to cure this breach
within 7 days, the account will be cancelled (See
Cancellations). |
Cancellations
You may cancel this SERVICE by providing written
notice to PAROS via e-mail to accounting@parostechnologies.com.
Such termination will be effective on the last
day of the term, subject to (60) days prior written
notice. If You fail to comply with any provision
of this Agreement, PAROS may terminate this Agreement
immediately without notice. If the SERVICE is
still under term commitment, the term commitment
will accelerate upon cancellation and all fees
associated with the entire term commitment will
immediately become due in full. PAROS will remove
all data belonging to the Customer from all servers
and backup facilities after the cancellation date
is confirmed. Upon any termination of this Agreement,
You must cease any further use of the Services
and destroy any copies of associated software
within Your possession and control. |
Termination
PAROS reserves the right to terminate this agreement
at any time with 30 days advance notice. PAROS
will terminate this agreement immediately without
notice in the event of a breach of agreement unless
there are specific provisions for curing this
breach and these provisions are met by the Client. |
Breach
of Agreement
The Client hereby agrees that, in the event of
any breach by of any provision of this Agreement,
PAROS shall be entitled to adopt against the Client
any measure, including, but not limited to, seeking
immediate injunctive relief and compensation for
any loss or damage incurred by PAROS arising out
of the Client’s breach of the Agreement
and including the right to collect all expenses
of collection and recovery, including reasonable
attorneys' fees, in the event the Client breaches
its payment obligations under this Agreement.
Prior to taking any action for breach by either
party under this Agreement, the other party shall
provide the breaching party with not less than
ten days prior written notice and opportunity
to cure. |
PAROS
Subscription Agreement
Limited Data License to PAROS
The Client hereby grants PAROS a non-exclusive,
world-wide, royalty-free, perpetual, nonrevocable
license to use, copy and otherwise duplicate data
collected for the sole purpose of making backup
and archival copies and maintaining and monitoring
the PAROS Software, and otherwise in accordance
with the PAROS Privacy Policy. The Client agrees
to defend, indemnify and hold harmless PAROS from
and against any and all liabilities, losses, obligations,
claims, damages, penalties, causes of action,
costs and expenses (including, without limitation,
attorneys' fees and costs) imposed upon, incurred
by or asserted against PAROS that result from
the license granted in this section. The CML/Store
data stored on our server belongs to the Client
and users who have given permission either by
You or by Paros, based on your request. |
Disclaimer
of Warranty
The Client expressly acknowledges and agrees that
use of the PAROS SERVICE is at the Client’s
sole risk. The Client expressly acknowledges that
PAROS SERVICE are provided "AS IS" or
on an "AS AVAILABLE" basis and without
warranty of any kind. PAROS exercises no control
whatsoever over the content of the information
passing through the Client’s operation and
use of the PAROS SERVICE. PAROS EXPRESSLY DISCLAIMS
ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT OF THIRD PARTY RIGHTS. PAROS DOES
NOT WARRANT THAT PAROS SERVICE WILL MEET THE CLIENT’S
REQUIREMENTS, OR THAT THE OPERATION OF PAROS SERVICE
WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS
IN PAROS SERVICE WILL BE CORRECTED. FURTHERMORE,
PAROS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS
REGARDING THE USE OR THE RESULTS OF THE USE OF
PAROS SERVICE IN TERMS OF THEIR ORRECTNESS, ACCURACY,
RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY PAROS OR A PAROS
AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY
OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
PAROS, its officers, affiliates and subsidiaries
shall not, directly or indirectly, be liable,
in any way, to the Client or any other person
for the data, or for any inaccuracies, errors
in or omissions from the data during the Client’s
use of the PAROS SERVICE. Information and documents
provided on this Site are provided "as is"
without warranty of any kind, either express or
implied, including without limitation warranties
of merchantability, fitness for a particular purpose,
and non-infringement. PAROS uses reasonable efforts
to include accurate and up-to-date information
on this Site; it does not, however, make any warranties
or representations as to its accuracy or completeness.
PAROS periodically adds, changes, improves, or
updates the information and documents on this
Site without notice. PAROS assumes no liability
or responsibility for any errors or omissions
in the content of this Site. Your use of this
Site is at your own risk. |
Limitation
of Liability
IN NO EVENT SHALL PAROS BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION OR ANY OTHER PECUNIARY LOSS) |
PAROS
Subscription Agreement
ARISING OUT OF THE CLIENT’S USE OR INABILITY
TO USE PAROS SERVICE, THIS SITE, PAROS ORDERS,
PAROS PRODUCTION OR PAROS INVENTORY SERVICES OR
RELATED PAROS SERVICES, EVEN IF PAROS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
NO EVENT SHALL THE DAMAGES AWARDED TO CLIENT,
REGARDLESS OF THE REASON THEREFORE, BE GREATER
THAN THE FEES PAID TO PAROS DURING THE SIX MONTH
PERIOD PRECEDING THE ALLEGED BREACH BY PAROS.
THE CLIENT HEREBY RELEASES PAROS FROM ANY AND
ALL OBLIGATIONS, LIABILTY AND CLAIMS IN EXCESS
OF THESE LIABILITY LIMITATIONS. |
Indemnification
Notwithstanding any other provision of this Agreement,
the Client shall defend, indemnify and hold harmless
PAROS from and against any and all liabilities,
losses, obligations, claims, damages, penalties,
causes of action, costs and expenses (including,
without limitation, attorneys' fees and costs)
imposed upon, incurred by or asserted against
PAROS that result from: the Client’s use
of the PAROS Software; acts of negligence, misconduct
or misrepresentations by the Client, its employees
or agents; the Client’s breach of any provision
of this Agreement; or the Client’s failure
to perform any acts required under your agreements
with third parties. |
Third
Parties
It is understood and agreed that PAROS shall have
the right to contract with third party representatives
to fulfill some or all of its obligations under
this Agreement.
Choice of Law and Jurisdiction.
Waivers. Force Majeure. This Agreement shall be
governed by the laws of the United States and
the State of New Jersey. The Client and PAROS
hereby submit to the jurisdiction of any court
in New Jersey which may have subject matter jurisdiction
over a claim relating to this Agreement, whether
such matters
arise in contract or tort or otherwise.
The Client hereby waives and agrees not to assert,
as a defense in any action, suit or proceeding
that the Client is not subject to the jurisdiction
of such courts or that the proceeding is brought
in an inconvenient forum or that venue of the
suit, action or proceeding is improper. If for
any reason a court of competent jurisdiction finds
any provision, or portion thereof, to be unenforceable,
the remainder of this Agreement shall continue
in full force and effect. The failure of either
party to enforce rights granted hereunder or to
take action against the other party in the event
of any breach hereunder shall not be deemed a
waiver by that party as to subsequent enforcement
of rights or subsequent actions in the event of
future breaches. PAROS and any PAROS authorized
representatives shall not be liable for any failure
to fulfill its obligations under this Agreement
as a result of any action, wholly or partially
beyond its control including; but not limited
to, acts of God or of the Client, or of civil
commotion, terrorism, delays in transportation;
material shortages, strikes, or any other labor
disturbances. PAROS AND CLIENT HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST
THE OTHER, ON OR IN RESPECT TO ANY MATTER WHATSOEVER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
AGREEMENT OR THE RELATIONSHIP OF THE HEREUNDER. |
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