1. SCOPE OF THE CONTRACT

This is a contract between you and CSS Holdings, Inc. (“CSS”, “we”, “us” or “ours”) listed for use of the products, software, services, and/or websites ( individually “Service” or collectively “Services”) that CSS supplies. Some of these Services may not be fully available in your country or region. This document forms a legally binding contract between you and CSS with regards to your use of the Services. CSS’s principal place of business is at 7486 La Jolla Blvd., # 558, La Jolla, CA 92037.

 

2. CONTRACT ACCEPTANCE

In order to use the Services, you must first agree to the Contract. You can accept the Contract by either clicking to accept or agree to the Contract, where this option is made available to you by CSS; by signing and sending the contract to CSS office at the above address; or by actually using the Services. In this case, you understand and agree that CSS will treat your use of the Services as acceptance of the Contract from that point onwards. You may not use the Services and may not accept the Contract if you are not of legal age to form a binding agreement with CSS or if you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

 

3. TERM

The term of this Contract will begin on the date of this Contract and will continue indefinitely until terminated as provided in this Contract.

 

4. YOUR CONTENT

Except for material that we license to you, CSS does not claim ownership of the content you provide on the service. Your content remains your content. CSS does not control, verify, or endorse the content that you and others make available on the Services.

You control who may access your content. If you share content in public areas of the service or in shared areas available to others you’ve chosen, then you agree that anyone you’ve shared content with may use that content. When you give others access to your content on the Services, you grant them free, non-exclusive permission to use, reproduce, distribute, display, transmit and communicate to the public the content solely in connection with the Services made available by CSS. If you don’t want others to have those rights, don’t use the Services to share your content.

 

You understand that CSS may need, and you hereby grant us the right, to use, modify, adapt, reproduce, distribute, and display content posted on the Services solely to the extent necessary to provide the Services.

 

5. USE OF THE SERVICES BY YOU

You agree to use the Services only for purposes that are permitted by the Contract and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by CSS, unless you have been specifically allowed to do so in a separate agreement with CSS. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

 

Unless you have been specifically permitted to do so in a separate agreement with CSS, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. You agree that you are solely responsible for and that CSS has no responsibility to you or to any third party for any breach of your obligations under the Contract and for the consequences (including any loss or damage which CSS may suffer) of any such breach.

 

6. YOUR PASSWORDS AND ACCOUNT SECURITY

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible for CSS for all activities that occur under your account.

 

7. CSS SOFTWARE

Any software we provide is licensed, not sold. Unless we notify you otherwise, the software license ends when your service ends. We may disable the Services provided to you and you must not work around any technical limitations in the software. You must not disassemble, decompile, or reverse engineer any software that’s included in the service, except and only to the extent that the applicable copyright law expressly permits doing so. You agree that we reserve all other rights to the software.

The software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the software or service without U.S. government permission to anyone on U.S. government exclusion lists including the governments of Iran, Sudan, or Cuba; or prohibited members of the Cuban Communist Party. You represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.

You may only use the Services for lawful purposes. Transmission of any material in violation of any Federal, State, or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secrets.

 

8. SOFTWARE UPDATES

The software which you use may automatically download and install updates from time to time from CSS. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit CSS to deliver these to you) as part of your use of the Services.

 

9. CHANGES TO THE SOFTWARE AND CANCELLATION

We may change the Service or delete features at any time for any reason. A particular service may be a prerelease version beta, for example, and may not work correctly or in the way, a final version might work. We may significantly change the final version or decide not to release a final version. You acknowledge and agree that CSS may create and use a network, data, and resources with your domain for administrative, testing, and network infrastructure enhancement purposes.

 

We may cancel or suspend your access to the Service at any time without notice and for any reason. Our reasons for cancellation may include that we stop providing the Service in your region or that you breach this contract, fail to activate your account during a 10-day period, or don’t pay fees that you owe to us or, our agents or partners. If your Service is canceled, your right to use the Service stops immediately. Cancellation of the Service or credentials won’t alter your obligation to pay all charges made to your billing account. You may cancel the Service at any time and for any reason.

 

10. SERVICE MODIFICATIONS & STOPPAGE

CSS is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which CSS provides may change from time to time without prior notice to you. Additionally, you acknowledge and agree that CSS may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at CSS’s sole discretion, without prior notice to you. You acknowledge and agree that if CSS disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

 

11. CONTRACT MODIFICATIONS

If we amend this contract, we’ll notify you. We may give this notice by posting it on the service or by any other reasonable means. If you don’t agree to the change, we’re not obligated to keep providing the service, and you must cancel and stop using the service before the change becomes effective. Otherwise, the new terms will apply to you.

 

12. PROPRIETARY RIGHTS

You acknowledge and agree that CSS owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by CSS and that you shall not disclose such information without CSS’s prior written consent. Unless you have agreed otherwise in writing with CSS, nothing in the Contract gives you a right to use any of CSS’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

 

13. NO WARRANTY

We provide the Services “as is,” “with all faults,” and “as available.” We don’t guarantee the accuracy or timeliness of information available from the Services. You acknowledge that computer and telecommunications systems including the internet are not fault-free and occasional periods of downtime occur. We do not guarantee that the Services will be uninterrupted, timely, secure, or error-free, or that data loss will not occur. We and our affiliates, resellers, distributors, and vendors give no express warranties, guarantees, or conditions. We exclude any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and non- infringement. You may have certain rights under your local law. Nothing in this contract is intended to affect those rights if they are applicable.

 

Notwithstanding the above, in the event of a hardware malfunction, CSS will qualify and approve replacement parts (may it be a permanent replacement part, or a temporary “loaner”) to be shipped to you via overnight carrier (if approved before 4PM PST and if inventory is available at the CSS Warehouse). You acknowledge and agree that you will pay all shipping costs and the $99 service fee. If a hardware component is found to malfunction due to a manufacturing error, CSS will refund the $99 (only within the first 90 days of purchase). If a hardware is found to malfunction due to customer improper usage, negligence or normal wear and tear, CSS will charge for parts and labor in order to resolve the hardware issue. You must use the pre-paid return sticker when sending back the malfunctioned unit and ship the unit within 48 hours of first contacting CSS. Failure to comply will result in a full price hardware charge to you. You agree and understand that the replacement parts are provided to you on a loan basis and that you must return all such items to us at the end of this contract. In an effort to prevent any damage during shipping, we will provide you with packaging materials and boxes. You acknowledge and agree that any damage in shipment will be billed to you. In addition, you understand that CSS will not permit more than one replacement hardware PER COMPANY at any given moment, therefore returning the hardware to CSS is crucial for proper support of your hardware.

 

14. LIABILITY LIMITATIONS

You can recover from CSS and our affiliates, resellers, distributors, and vendors only direct damages up to an amount equal to your service fee for one month. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental, or punitive damages.

 

The limitations and exclusions apply to anything related to this contract, including the Services; loss of data; content (including code) on third-party websites, third-party programs, or third-party conduct accessed via the service; viruses or other disabling features that affect your access to or use of the service; incompatibility between the Service and other services, software, and hardware; delays or failures you may have in starting or completing transmissions or transactions in connection with the Service in an accurate or timely manner; claims for breach of contract; breach of warranty, guarantee or condition; strict liability; tort (including negligence or breach of statutory duty); or misrepresentation.

 

The limitations and exclusions apply to anything related to this contract, including the Services; loss of data; content (including code) on third-party websites, third-party programs, or third-party conduct accessed via the service; viruses or other disabling features that affect your access to or use of the service; incompatibility between the Service and other services, software, and hardware; delays or failures you may have in starting or completing transmissions or transactions in connection with the Service in an accurate or timely manner; claims for breach of contract; breach of warranty, guarantee or condition; strict liability; tort (including negligence or breach of statutory duty); or misrepresentation.

 

The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose or if we knew or should have known about the possibility of the damages. Some or all of these limitations or exclusions may not apply to you if your state, province, or country does not allow the exclusion or limitation of incidental, consequential, or other damages.

 

15. THIRD PARTY INDEMNIFICATION

You agree to defend, indemnify, save, and hold CSS harmless from any and all demands, liabilities, losses, costs, and claims, including all attorneys’ fees, asserted against us, our agents, customers, servants, officers, and employees, that may arise or result from any service provided, performed or agreed to be performed or any product sold by you, your agents, employees or assigns. You agree to defend, indemnify and hold harmless CSS against Liabilities arising out of any of the following: Any injury to person or property caused by any products sold or otherwise distributed in connection with our Services; Any material supplied by you infringing or allegedly infringing on the proprietary rights of a third party; Copyright infringement; and defective product which you sold with our Services offered by CSS.

 

16. PAYMENT AND POLICIES

16.1 COOLING OFF PERIOD

When you request a Service from us, you agree that we may begin to provide the Service immediately and that you will not be entitled to a cancellation or “cooling off” period, except if the law requires a cooling off period despite your waiver and even when the Service starts right away.

 

16.2 PAYMENT

You must be authorized to use the payment method that you enter when you create a billing account. You authorize us to charge you for the Service using your payment method. We may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription services. Also, we may charge you up to the amount you’ve approved, and we’ll notify you of the difference for recurring subscription services. We may bill you simultaneously for more than one of your prior billing periods. We may automatically renew your Service and charge you for any renewal term.

You will be charged through electronic check (ACH) or credit card for the LivePOS services. You are required to have bank information or credit card on file with CSS to render payments. In the event of missing account information or declined transaction, CSS may use your other credit card, if on file. CSS may reduce the services fee by up to XX% if you use ACH.

 

16.3 UPDATES TO YOUR BILLING ACCOUNT

You must keep all information in your billing account current. You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid service, we may cancel that service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

 

16.4 TRIAL PERIOD OFFERS

Unless we notify you otherwise, if you’re participating in any trial period offer, you must cancel the service by the end of the trial period to avoid incurring new charges. If you do not cancel your service and we have told you the service will convert to a paid subscription at the end of the trial period, you authorize us to charge your payment method for the service.

 

16.5 PRICES AND PRICE INCREASES

All pricings are available online at http://www.livepos.com/2012/links/pricing.aspx. We reserve the right to update our pricing as we see fit. Customers who are already signed into a specific pricing structure will be automatically renewed to the current pricing showing on the site when their contract or agreement expires.

 

The price stated for the Services excludes all taxes, internet and phone charges unless stated otherwise. You’re responsible for any taxes and for all other charges (for example, phone charges and currency exchange settlements).

We’ll notify you if we change the price of the service. If there are specific length and price for your service offer, that price will remain in force for that time. After the offer period ends, your use of the service will be charged at the new price. If your service is on a period basis (for example, monthly) with no specific length, we’ll notify you of any price. If you don’t agree to these changes, you must cancel and stop using the service before the changes take place. If you cancel, your service ends at the end of your current service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.

 

16.6 REFUND POLICIES

Unless otherwise provided by law or by a particular service offer, all charges are earned when received and are nonrefundable, and the costs of any returns will be at your expense.

 

Customers are allowed to cancel the service and retune any purchased hardware within the first 14 days. No refund will be given for service fees or shipping fees. Hardware must be returned in its original box. A $75 fee will be charged for any missing original box. 15% restocking fee will be an asset to any open hardware box. Any damages to returned hardware will be deducted from the requested refund. If a customer is signed up to a long-term agreement and wishes to cancel, a customer will continue to pay his dues regardless of service usage.

 

16.7 BILLING ERRORS

If we make an error on your bill, we’ll correct it promptly after you tell us and we investigate the charge. You must tell us within 120 days after an error first appears on your bill. If you don’t tell us within that time, you release us from all liability and claims of loss resulting from the error; we won’t be required to correct the error. We can correct billing errors at any time.

In an event that a refund is necessary due to billing errors, and the customer has an open balance with CSS LivePOS, a refund will be applied towards the open balance first. Anything in excess will be refunded by check.

 

16.8 LATE PAYMENTS

Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be $5 per day per POS or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your service if you fail to pay in full on time. Any location that will be disabled or service-interrupted due to billing issues will incur a $35 reactivation fee.

 

16.9 CANCELLATION OF SERVICE

If a customer is entitled to cancel, a customer may submit a cancellation request through the company’s Admin site. Customer may also send a cancellation request to Support@LivePOS.com. Cancellation must be received 48 hours prior to next billing cycle to allow enough time to update our billing system. If CSS did not get notification of cancellation, regardless of the system is being used, CSS will continue to bill the customer.

 

Customers under a 12-month contract are responsible for their service fees until the contract has ended. If a customer wishes to cancel within that period, the customer will be charged service fees for the remaining months at the time of cancellation. Contract end dates are indicated on your monthly invoice.

 

17. PAYMENTS TO YOU

Your right to any payment due to you under the Services is conditioned upon you promptly providing us with all of the information we need to properly make the payment. You must provide us with the information we request before your right to receive the payment accrues. You’re responsible for the accuracy of the information you provide and for any taxes and charges you may incur. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require a return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce your earned balance without notice to adjust for the previous overpayment.

 

18. CREDIT CARD PAYMENT PROCESSING

You may choose your preferred credit card payment merchant in connection with processing credit card transactions. However, in the event that we become a credit card payment merchant and offer you substantially equivalent services to the ones that you are receiving, you hereby agree to promptly cease using the prior credit card payment merchant and to engage us as your exclusive credit card payment merchant, subject to customary terms and conditions.

 

19. GENERAL LEGAL TERMS

19.1 INTERPRETING THE CONTRACT

All parts of this contract apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of this contract as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this contract won’t change. This is the entire contract between you and us regarding the service. It supersedes any prior contract or oral or written statements regarding your use of the service. If you have confidentiality obligations related to the service, for example, you may have been a beta tester those obligations remain. Other terms may apply when you use or pay for other CSS services. The contract’s section titles don’t limit its terms. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

19.2 ASSIGNMENT AND TRANSFER

We may assign, transfer, or otherwise dispose our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the service.

 

19.3 NO THIRD-PARTY BENEFICIARIES

This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors.

 

19.4 CLAIMS

You must bring any claim related to this Contract or the Services within one year of the date you could first bring the claim unless your local law requires a longer time to file claims. If it isn’t filed in time, the claim is permanently barred.

 

19.5 CSS REMEDIES

You agree that if CSS does not exercise or enforce any legal right or remedy which is contained in the Contract (or which CSS has the benefit of under any applicable law), this will not be taken to be a formal waiver of CSS’s rights and that those rights or remedies will still be available to CSS.

 

19.6 NOTICES

This contract may be in electronic or paper form. We don’t accept email notices. You agree that CSS may provide you with notices, including those regarding changes to the Contract, by email, regular mail, or postings on the Services.

 

19.7 DISPUTES

In the event, a dispute arises out of or in connection with this Contract the parties will attempt to resolve the dispute through friendly consultation.

 

If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of California. The arbitrator’s award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of California.

 

19.8 JURISDICTION

The Terms and your relationship with CSS under the Contract shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and CSS agree to submit to the exclusive jurisdiction of the courts located within the county of San Diego, California to resolve any legal matter arising from the Contract. Notwithstanding this, you agree that CSS shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.