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.
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 email@example.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.
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.
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.
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.
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).
You may cancel this SERVICE by providing written notice to PAROS via e-mail to firstname.lastname@example.org. 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.
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
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.
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.
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.