This Agreement (this Agreement or Terms and Conditions) sets forth the terms and conditions between Plugram, Inc. (Plugram) and Users (User or Users) of Plugram's services, including Smaregi, Waiter, Time Card, ASP services, and any other Internet service provided by Plugram (collectively, the Services). Before using the Services, please read this Agreement carefully. In order to use the Services, User must agree to be bound by this Agreement. In the event that User does not agree to be bound by this Agreement, User will not be entitled to use the Services. By using the Services, User is deemed to have consented to be bound to the terms of this Agreement.

1. Definitions

The following words and terms shall have the meaning set forth below when they are used in this Agreement.

  • Account means an account established with Plugram by an individual on behalf of a business entity.
  • Account Information means a User's ID and Account login information.
  • Applicable Law means all laws (including common law), codes, statutes, ordinances, treaties, rules, regulations, published standards, permits, judgments, writs, consents, opinions, interpretations, approvals, authorizations, injunctions, rulings, official directives, administrative guidance or other regulatory bulletins or guidance (whether written or oral), regulatory examinations or orders, decrees and orders of any regulatory authority as may be amended and in effect from time to time during the term of this Agreement, that are applicable to Plugram or User.
  • Card Network means any of the payment networks accepted by Plugram on which cards are enabled from time to time to and that transmit and settle card transactions, and which may include MasterCard, Visa International Incorporated and its affiliates, Visa U.S.A., Inc. and its affiliates (Visa), Discover Financial Services, Inc. (Discover), American Express Company or any other branded payment network mutually agreed to by the parties.
  • Card Network Rules means the applicable bylaws, rules, regulations, documentation and manuals promulgated or adopted by MasterCard, Visa or other Card Networks, as such rules, manuals and other items may be amended or supplemented from time to time.
  • Chargeback means a request that a buyer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.
  • Content means information such as text, audio files, music, images, videos, programs, and the like.
  • Customizations means any works of authorship, work product, and any invention, process, method, development, design, schematic or technical information, whether patentable or not, including, without limitation, documentation, software or enhancements, improvements, alterations, or derivatives of the Services or the Apps developed by Plugram, either alone or jointly with others, in connection with this Agreement.
  • ID refers to an alphanumeric set of characters given to a User. For each User, there is one ID.
  • Intellectual Property Rights means, collectively, patents, trade secrets, copyrights, trademarks, service marks, trade names, and all other intellectual property rights and proprietary rights, including all rights or causes of action for infringement or misappropriation of any of the foregoing, arising anywhere in the world.
  • Payment Method means a method of enabling payments by User's customers to User by credit and/or debit cards offered by a Card Network.
  • PCI Requirements means the Payment Card Industry Data Security Standard, the Payment Application Data Security Standard, and any other standard or requirement promulgated by the Payment Card Industry Security Standards Council (PCI SSC), or any successor to the PCI SSC, applicable by its terms or pursuant to the Card Network Rules to User or the Services.
  • Security Requirements means the applicable access control and data security requirements promulgated by Plugram, any Card Network, or by the PCI SSC (including the PCI Requirements), in each case as may be amended or supplemented from time to time.
  • Service Content means Content that can be accessed through the Services.
  • Transaction means any action between User and User's customer using a Payment Method that results in activity on the customer's account (e.g., a payment, purchase, refund or return).
  • Updates means all updates, revisions, new versions, patches, fixes, new releases, and other improvements to or discontinuance of any Services or the Apps provided to User under this Agreement.
  • User Content means Content that the User sends through the Services.
  • User Data means all information or items proprietary to User provided to Plugram in order for Plugram to provide the Services with respect to User, including, without limitation, information about User's customers (including credit card and/or debit card data) and Transactions that is provided by User to Plugram in connection with the performance under this Agreement.

2. Applicability and Modification of Terms and Conditions

2.1Applicability of Terms and Conditions.

This Agreement shall apply for the duration of the service relationship between User and Plugram. User shall use the Services in accordance with this Agreement. User may not use the Services unless they agree to be bound by this Agreement. By using the Services, Users are deemed to have agreed to be bound by this Agreement.

2.2Other Written Agreements.

In the event that User and Plugram have entered into other written agreements and the terms of such agreements conflict with this Agreement, then the terms of those other agreements shall govern unless such other agreements provides otherwise.

2.3Terms and Conditions Modification.

Plugram may modify the terms of this Agreement at its discretion from time to time. In the event that Plugram modifies the terms of this Agreement, it shall inform Users of the change. Users shall be deemed to have granted valid consent to the modified terms by continuing to use the Services.

2.4Scope of Use.

The Services are intended for use for commercial purposes only. By registering for the Services and consenting to this Agreement, User is attesting that the Services will not be used primarily for personal, family, or household purposes.

2.5Agreements with Third Parties.

Plugram provides the Services with the understanding that Users will use equipment, products and services provided by third parties, including, but not limited to, computers, smart phones, software and data connections (the Third Party Services). Plugram is not responsible for the Third Party Services. Users must form necessary agreements with relevant third parties to ensure that the use of the Third Party Services will support the Services. User bears all responsibility for the use of Third Party Services. Plugram is not liable for any disruptions in the Services that may occur due to a failure in the Third Party Services. User is solely responsible for determining and maintaining compatibility between the Third Party Services and the Services. Plugram does not warrant that the Third Party Services will be compatible with the Services.

When installing and using Smaregi, Waiter, Time Card and other Plugram Apps, as defined below, onto Apple, Inc. software, devices, and equipment, the contract between the User and Apple, Inc. and the Apple App Store system may apply.

3. Description of the Services

3.1Apps.

Plugram provides software applications (collectively, the Apps) that are available for download from Apple, Inc.'s App Store. The Apps allow Users to process data collected (e.g., sales information) and render daily sales reports, hourly sales trend reports, sales reports by customer type, sales reports per good or service, sales reports per product category, and other such data aggregation. The data aggregation provided by Plugram does not constitute business advice or recommendations. Plugram shall not be responsible for User's business or sales strategies when User manages or operates its business through the Services.

The Apps also allow Users to store customer's information including name, address, birthday, and purchase history. The Apps do not allow Users to store customer's debit or credit card information. User is solely responsible for providing proper notices and appropriate security measures as required by Applicable Law related to the collection and retention of customer's personal information. Plugram shall not be liable for any losses or damages related to User's storage and usage of customer information.

Plugram grants User a revocable, non-exclusive, non-transferable license to use the Apps in accordance with the documentation. This license grant includes the software and all Updates for User's use only. User may not rent, lease or otherwise transfer User's rights in the Apps to a third party. User must comply with the implementation and use requirements for the Apps contained in all documentation accompanying the Services. If User does not comply with Plugram's implementation and this Agreement, User will be liable for all resulting damages suffered by User, Plugram and third parties. Plugram may change or discontinue any App upon notice to Users. User agrees not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software.

3.2ASP Services.

The majority of the features and functions of the Apps are not available unless User is enrolled in Plugram's ASP backend services. Plugram's ASP backend services are provided on a monthly subscription basis

3.3Payment Processing.

The Apps also enable Users to process credit [and debit] card transactions by transmitting data over the Card Networks. User understands that Card Networks might cancel certain Payment Methods, change the characteristics thereof or change the acceptance criteria under which they make them available. As a consequence, Plugram may be forced to block User from further use of a Payment Method or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Card Network. Where possible Plugram will use commercially reasonable efforts to provide User with prior notice of any such change or cancellation.

It is User's responsibility to determine what, if any, taxes apply to the payments User receives, and it is User's responsibility to collect, report, and remit the correct tax to the appropriate tax authority.

4. Account

4.1Registration.

In order to use the Services, an individual must (i) agree to the Terms and Conditions and (ii) apply for an Account in the method required by Plugram as may be amended from time to time. After an individual submits an application, Plugram will make a determination as to whether to accept the application and issue an Account to the applicant. The acceptance of an application is strictly linked to the description of User's business operations. Plugram's issuance of an Account should not be interpreted as advice or opinion of Plugram as to the legality of User's use of the Services. User is and remains solely responsible to ensure User's business is compliant with the Card Network Rules and Applicable Laws.

Plugram will notify the applicant of its determination whether to issue an Account. The Account shall be deemed to be registered to the business entity upon Plugram's acceptance of the application. Registration will not be complete until Plugram has approved the application.

4.2Registration Verification.

The majority of the features and functions of the Apps are not available unless User is enrolled in Plugram's ASP backend services. Plugram's ASP backend services are provided on a monthly subscription basis

4.4Grounds for Denial of Registration

Plugram reserves the right to refuse registration to any applicant without explanation. Reasons for refusal may include, but are not limited to, the following:

  1. All or a portion of the information provided by the applicant (i) is found to be untrue, incorrect, or incomplete, (ii) goes against public order and/or standards of decency, or (iii) could be deemed to be offensive.
  2. The applicant is a minor.
  3. The applicant has previously breached the terms of this Agreement or any other written agreement between User and Plugram.
  4. The applicant has engaged in or is engaged in any other conduct deemed inappropriate by Plugram.
4.5Modification of Information.

User shall keep Account Information, contact name, and contact email address up-to-date at all times.

4.6Account Information Management.

User shall exercise due care and responsibility to ensure that User's Account Information is not used in a manner that violates Applicable Law or Card Network Rules. Users shall ensure that User's Account Information is not used or stolen by a third party. In the event that User discovers that User's Account Information has been used or stolen by a third party, User shall immediately notify Plugram and follow the instructions provided by Plugram to resolve the issue. Plugram may treat all activities conducted with User's Account Information as activities that have been conducted by User.

4.7Transfer Prohibited.

Each Account is for the exclusive use and belongs solely to the business entity registered as the owner of the Account. Users may not transfer, lend, assign or sell their Accounts to any third party outside of their business nor may their Accounts be inherited by any third party.

4.8Additional Users.

Notwithstanding the foregoing, Users may create additional accounts for individuals affiliated with the business entity (Additional Users) registered to use the Services. Additional Users shall be subject to the terms of this Agreement. If User grants express permission to an Additional User to take specific actions on User's behalf, or access particular information about User's Account, User acknowledges that Plugram may disclose the information about User's Account that is specifically authorized by User. User also acknowledges that granting permission to Additional Users to take specific actions on User's behalf does not relieve User of any responsibilities under this Agreement. Further, User acknowledges and agrees that User will not hold Plugram responsible for, and will indemnify Plugram from, any liability arising from the actions or inactions of Additional Users in connection with the permissions. User may change or remove Additional Users at any time.

4.9Suspension or Deletion of Accounts.

Plugram may suspend or delete a User's Account without prior notice. In such circumstances, Plugram will not accept any questions or complaints concerning the suspension or deletion of the Account. Reasons for suspension or deletion of an Account may include, but are not limited to, the following:

  1. Plugram believes or has reason to believe that User has violated the terms of this Agreement or any other written agreement between User and Plugram.
  2. Plugram discovers that the information provided by User on User's application is not true and accurate.
  3. There is a suspension of payment, insolvency, bankruptcy proceeding, civil rehabilitation proceeding, receivership proceeding, liquidation proceeding, or any other bankruptcy proceeding levied against User.
  4. Plugram discovers that User participates in organized crime.
  5. Plugram determines that User contributes to anti-social or terrorist movements through funding and/or cooperation.
  6. Plugram discovers that User participates in organized crime.
  7. A regulatory authority or Card Network direct Plugram to do so.
  8. User is engaged in or has engaged in any activities that constitute grounds for refusal of registration as provided in Section 4.4 of this Agreement.
  9. User is engaged in or has engaged in any of the Prohibited Activities as provided in Section 5.1 of this Agreement.
  10. User is engaged in or has engaged in any other conduct deemed inappropriate by Plugram.
4.10Deletion of Inactive Accounts.

Plugram reserves the right to delete any Account that has been inactive for a period of one hundred eighty (180) days or more since its last activation without prior notice to User.

4.11Death of User.

In the event of User's death, Plugram reserves the right to delete User's Account. At the moment of death, the Services shall be deemed to be terminated.

4.12Backups.

Plugram shall not be responsible for conducting an entire data backup for Service Content or User Content. User is responsible for maintaining backup services for User's data. Upon the deletion of User's Account, Plugram may delete all information contained in the Account. User shall be responsible for taking measures to obtain data before the contract is terminated. Plugram shall not be liable for any lost User data saved on the Plugram database.

4.13Effects of Deletion of Account.

User's rights to use the Services shall expire when User's Account has been deleted for any reason. An Account cannot be retrieved by Plugram even if User accidentally deletes User's Account. In order to use the Service again, User must submit an application for a new Account. Acceptance of the new application by Plugram is not guaranteed.

Plugram is not liable for any losses or damages sustained by User as a result of suspension or termination of the Services or suspension or deletion of User's Account.

5. Restrictions

5.1Prohibited Activities.

User shall not engage in any of the following activities (Prohibited Activities):

  1. Activities that violate Applicable Law and/or Card Network Rules.
  2. Activities that may hinder public order.
  3. Activities that infringe Plugram's or any third party's copyright, trademarks, patents, trademarks, trade secrets, or other intellectual property rights, or rights of publicity or privacy.
  4. Activities that use the Services for the purpose of meeting a person for sexual encounters.
  5. Activities that post or transmit violent or sexual expressions that lead to discrimination by race, national origin, creed, sex, social status, family origin, etc.
  6. Activities or expressions that induce or encourage suicide, self-injuring behavior, or substance abuse.
  7. Activities that use the Services for the purpose of harassment or libelous attacks against third parties.
  8. Activities that impose an unreasonable or disproportionately large load on Plugram's infrastructure; facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy Plugram's website without Plugram's prior written permission; or use any device, software or routine to bypass Plugram's robot exclusion headers, or interfere or attempt to interfere with Plugram's website or the Services.
  9. Activities that lead to the misrepresentation of Plugram and/or a third party.
  10. Activities involving intentionally spreading false information.
  11. Activities that use the Services for sales, marketing, advertisement, soliciting, or other commercial purposes other than those approved by Plugram at the time Plugram issued User's Account.
  12. Activities that benefit or collaborate with anti-social or terrorist groups.
  13. Activities that are related to religious activities or invitations to certain religious groups.
  14. Activities that illegally or improperly lead to the collection or disclosure of other people's personal information.
  15. Activities that interfere with Plugram's operation of the Services or User's use of the Services.
  16. Activities using Account Information in violation of this Agreement.
  17. Activities in violation of the terms of any other written agreement between Plugram and User.
  18. Activities that relate to unlawful Internet gambling.
  19. Control an Account that is linked to another Account that has engaged in any of these Prohibited Activities.
  20. Activities that a Card Network reasonably believes to be an abuse of the card system or a violation of a Card Network Rule.
  21. Activities that may cause Plugram to lose any of the services from its Internet service providers, payment processors, or other suppliers.
  22. Activities that may lead to the suspension or deletion of a User's Account as provided in Section 4.9 of this Agreement.
  23. Activities that aid or encourage any activities stated above.
  24. Other activities that are deemed by Plugram to be inappropriate.
5.2Reverse Engineering Prohibited.

User shall not reverse engineer, decompile, disassemble, modify, change, or translate the Services or otherwise expose source code associated with Plugram's software underlying the Services. User shall not duplicate Plugram's software, documents, records, or other confidential materials.

5.3Unauthorized Use of the Services Prohibited.

User shall not use the Services for any unauthorized use.

5.4Notification to Third Parties.

Plugram may contact User's customers, contact User's financial institution, and/or warn other customers, law enforcement, Card Network, and/or impacted third parties of User's engagement in Prohibited Activities.

6. Termination

6.1Termination by User.

Any registered User may delete his Account and withdraw from the Services at any time. User shall be responsible for any payments or fees incurred by User prior to termination. User shall not be entitled to a return of previous payments or products purchased.

6.2Termination by Plugram.

Plugram may terminate the Services or User's Account pursuant to Section 4.9 of this Agreement.

6.3User's Responsibility After Termination.

In the event that User's Account has been deleted, canceled, released, or for another reason has been terminated, User must cease utilizing Services and erase and destroy any and all components of the Services and Service Content, including Confidential Information, in its possession. For the avoidance of doubt, User must erase all such content from all locations in User's possession or control where such content resides, including without limitation User's server(s) and computer(s).

6.4Plugram Liability.

In the event that User's Account has been canceled, released, or for another reason has been terminated and therefore results in a part or whole of the Services not being used, Plugram shall not be liable for damages to User or any third party.

7. Contract Limitations

7.1Initial Term.

The initial term for the Services will be a period of one year (the Initial Term).

7.2Automatic Renewal.

If neither User nor Plugram provides written notice to terminate the Services more than two months prior to the expiration of the Initial Term, the Agreement shall automatically renew for successive one month periods until either party provides a notice of termination which will be effective on the last day of the month that is two (2) months after the notice of termination is given (the Month-to-Month Period). User will responsible for payment of Services through the end of such termination month, and no refunds for Services will be provided.

8. Security

8.1Information Security and Data Protection.

The Services and Apps are provided for use in accordance with the operating environment specifications and requirements provided by Plugram, including, without limitation, as provided in Services documentation and Apps documentation. Plugram and User each will implement and maintain a written comprehensive information security program that complies with the Security Requirements. User agrees to reasonably cooperate with measures facilitated by Plugram for ensuring ongoing Security Requirement compliance by User. Notwithstanding the foregoing, User acknowledges and agrees that, as between Plugram and User, User is responsible for the physical and technical security and safeguards for all User Data, software, connectivity and equipment operated, maintained or provided by User or to User by any third party, not under Plugram's control, in connection with the Services, including, without limitation, communications devices, databases, telecommunications and network services, and related resources.

8.2Compliance with Security Requirements.

User must at all times fully comply with the then current Security Requirements. Plugram has the right to immediately suspend the Services in the event Plugram has any indication that User is not compliant with the then current Security Requirements.

8.3Limitations to Security.

Plugram has implemented security measures to protect Service Content and User Content. However, there may be circumstances in which security cannot be maintained. Plugram does not warrant that its security measures will prevent breaches in security. USER ACKNOWLEDGES THAT THE INTERNET IS NOT A SECURE MEDIUM AND IS SUBJECT TO INTERRUPTION AND DISRUPTION. TRANSMISSION OF INFORMATION AND DATA VIA THE INTERNET IS OUT OF PLUGRAM'S CONTROL. PLUGRAM IS NOT RESPONSIBLE FOR ANY INTERCEPTION OR CORRUPTION OF INFORMATION OR DATA DURING ANY TRANSMISSION OVER THE INTERNET OR ANY RELATED TELECOMMUNICATIONS NETWORK OR AT ANY USER LOCATION OR USER NETWORK ACCESS POINT.

8.4Security of Payment Details.

User shall not copy, capture or intercept payment details such as credit card numbers, CVM Codes, ‘PIN' codes that are entered into the Services. If Plugram has reason to believe that User is copying, capturing or intercepting payment details, Plugram has the right, at Plugram's sole discretion, to immediately suspend or terminate the User's account.

8.5Data Security Breach.

User shall notify Plugram immediately of any breach in the security of User's programs, equipment, or services.

10. Fees; Payment

10.1Fees.

User and Plugram shall agree to the fees for the Services in in an executed purchase order or other writing that references the terms of this Agreement.

10.2Payments.

User shall make payments of all charges assessed by Plugram for the Services as instructed by Plugram and no later than thirty (30) days following receipt of an invoice for Services.

10.3Chargeback Liability.

A Card Network may allow customers to Chargeback transactions by requesting a Chargeback from the Card Network or a customer's financial institution. User's payment from a customer's financial institution does not unconditionally entitle User to receive payment. Chargebacks, refunds, and all other payment issues are to be resolved between User, customer, and customer's financial institution. Such disputes shall not involve Plugram.

11. Confidentiality

11.1Confidential Information.
  1. Confidentiality Obligations. Each party hereto shall use the same care and discretion, but in no event less than reasonable care and discretion, to prevent unauthorized disclosure, publication, or dissemination of the other party's Confidential Information as it employs with similar information of its own, and shall not use, reproduce, distribute, disclose, or otherwise disseminate the other party's Confidential Information except in connection with the performance of its obligations under this Agreement. The foregoing confidentiality obligations of each party shall continue for a period of three (3) years following the termination or expiration of this Agreement. Notwithstanding the foregoing, if any Confidential Information rises to the level of a trade secret under applicable law, then the confidentiality obligations set forth in this Section must be maintained for the greater of such three (3) year period or the period of time the information retains its status as a trade secret.
  2. Confidential Information; Plugram Confidential Information. As used herein, the term Confidential Information means any and all data and information, regardless of the form or media, (1) relating to the business of the disclosing party of which the receiving party becomes aware as a consequence of, or through, the performance of its obligations under this Agreement, which has value to the disclosing party and is not generally known by its competitors, or (2) that the disclosing party has received from a third party under an obligation of confidentiality, in each case which is reasonably identified as confidential at the time of disclosure or which, under the circumstances surrounding disclosure, ought to be reasonably considered as confidential, including, without limitation, technical information, drawings, engineering data, performance specifications, cost and price information (except as provided otherwise in this Section), and other information, data and reports, and the terms and conditions of this Agreement. Notwithstanding the foregoing, Confidential Information does not include any data or information which (i) is already known to the receiving party prior to disclosure by the disclosing party; (ii) has become generally known to the public through no wrongful act of the receiving party; (iii) has been rightfully received by the receiving party from a third party without restriction on disclosure and without, to the knowledge of the receiving party, a breach of an obligation of confidentiality running directly or indirectly to the other party; or (iv) is independently developed by the receiving party without use, directly or indirectly, of the Confidential Information received from the disclosing party.

    Without limiting the foregoing, the parties acknowledge and agree that Plugram Confidential Information shall include Confidential Information related to Plugram, including, but not limited to, the Services, the Apps, documentation related to the Services and the Apps, all pricing and other financial information relating to the Plugram Services established by Plugram and provided to User, the fees charged to User, databases, implementation methods, techniques, algorithms, rules, and methodology and technical specifications and orientation of the Plugram Services and any system.

    For the avoidance of doubt, Plugram shall have no responsibility for the confidentially obligations of, or the maintenance of confidentiality of any information by, any Card Network or any other third party to whom Plugram may transmit information at the direction of User.

    It will not be a breach of this Section 11 if a party discloses Confidential Information required to be disclosed pursuant to court order or by law or regulation; provided, however, that in the event disclosure is required by law, regulation or court order, the receiving party will: (x) notify the disclosing party of the obligation to make such disclosure promptly and sufficiently in advance of the time required to disclose to allow the disclosing party the opportunity to seek a protective order, (y) cooperate with the disclosing party in seeking the protective order, and (z) make disclosure only to the extent required to comply with the law, regulation or court order.

  3. Relief. Either party may suffer irreparable harm if the confidentiality obligations set forth in this Section are not specifically enforced and such party may not have an adequate remedy at law in the event of an actual or threatened violation by the other party of its obligations under this Section. The parties therefore agree that such party may be entitled (in addition to other available remedies) to an injunction restraining any actual, threatened or further breaches of the other party's obligations under this Section or any other appropriate equitable order or decree.
11.2Account Information.

User shall not disclose User's Account Information to any third party other than an Additional User authorized by User.

11.3Data Use.

Plugram's system allows Users to store and transmit various types of data on one platform. The Services allow data to be anonymous and make the origin of the data unidentifiable. Plugram reserves that right to use User's consolidated data for system promotion and management.

11.4Personal Information.

User shall handle customer's personal information in accordance with Applicable Law. Plugram protects personal information obtained from Users in accordance with Plugram's Privacy Policy.

12. Intellectual Property

12.1Intellectual Property.

User acknowledges and agrees that, as between User and Plugram, Plugram retains all right, title and interest in and to the Services, Services Content, Apps, documentation for the Services and Apps, Plugram Confidential Information, Updates, Customizations, and all Intellectual Property Rights in any of the foregoing. User has not acquired any ownership interest or license rights (except such rights as are expressly set forth in this Agreement) in or to the Services, Apps, documentation for the Services and Apps, Plugram Confidential Information, Updates, Customizations, or Intellectual Property Rights in any of the foregoing, in whole or in part, and will not acquire any such interest or rights by reason of this Agreement. In the event any right, title or interest in and to any Customizations is deemed to vest in User, User hereby assigns and agrees to assign to Plugram all worldwide right, title, and interest in, to and under such Customizations, including, all Intellectual Property Rights therein. All rights not otherwise provided herein are reserved to Plugram. User acknowledges and agrees that the rights granted to User under this Agreement are non-exclusive and nothing in this Agreement shall limit in any manner the ability of Plugram to market, sell, offer for sale, license or otherwise exploit the Services, Apps, documentation for the Services and Apps, Plugram Confidential Information, Updates, Customizations or Intellectual Property Rights in any of the foregoing to any third parties, directly or indirectly, or to appoint or authorize any other person or entity to do the same.

12.2Protection of Intellectual Property Rights.

Intellectual Property Rights related to the Services are protected by copyright laws and other intellectual property laws and statutes. Written items obtained through links while using the Services are the property of the reporting company or organization and those copyrights and other intellectual property rights are also protected by Applicable Law.

12.3License Grant to Plugram.

User hereby grants Plugram a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free right to use and display publicly, during the term of this Agreement, User's trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by User) for the purpose of (i) identifying User as a merchant that uses the Services, and (ii) any other use to which User specifically consents.

12.4User's Information Management.

User shall be responsible for managing copyrights involving their own information.

13. User Responsibility in Terms of Use

13.1Use of Service.

User shall access the Services using the Account Information. User shall have access to the Services during the approved time period and abide by this Agreement and other written agreements between Plugram and User.

13.2Preparation for Necessary Technology.

Users shall obtain the Third Party Services necessary to use the Service. User shall bear the responsibility and the costs for the installation, servicing, maintenance, security and operation of Third Party Services. Plugram does not provide insurance for any Third Party Services.

User must install the then current version of the software and related Updates issued by Plugram for such Third Party Service. Plugram is not responsible or liable with respect to the proper functioning of the Third Party Service and use of such Third Party Services.

13.3User Installation Responsibility.

It is the responsibility of the User to comply with the relevant instructions and installation manuals issued by Plugram regarding its integration into the Services. Plugram is not obligated to provide notification of changes to the Services and the interfaces thereto which would not impact User's use of the Services if User had correctly followed the installation instructions and other usage manuals.

13.4Dispute with Third Party.

User shall bear all responsibility for any disputes between User and a third party and attempt to resolve it on its own. Plugram shall bear no responsibility for such disputes.

14. User Support

User support is limited to Plugram's normal business hours, which may change at Plugram's sole direction without notice to User.

15. General Provisions

15.1Limitations of Liability.
  1. IN NO EVENT SHALL PLUGRAM AND THE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS OF PLUGRAM BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE), UNLESS AND TO THE EXTENT PROHIBITED BY LAW. PLUGRAM'S LIABILITY TO USERS OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE ACTUAL AMOUNT OF DIRECT DAMAGES. IN ADDITION, TO THE EXTENT PERMITTED BY LAW, PLUGRAM AND ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS ARE NOT LIABLE, AND USER AGREES NOT TO HOLD THESE PARTIES RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL, OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM: (1) USER'S USE OF OR USER'S INABILITY TO USE THE SERVICES; (2) DELAYS OR DISRUPTIONS IN THE SERVICES; (3) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SERVICES OR ANY SITE OR SERVICE LINKED TO THE SERVICES; (4) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN THE SERVICES OR IN THE INFORMATION AND GRAPHICS OBTAINED FROM THEM; (5) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES; (6) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO USER'S ACCOUNT; (7) USER'S NEED TO MODIFY PRACTICES, CONTENT, OR BEHAVIOR, OR USER'S LOSS OF OR INABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THIS AGREEMENT OR PLUGRAM'S POLICIES. PLUGRAM RESERVES THE RIGHT TO MODIFY ITS POLICIES AND THIS AGREEMENT AT ANY TIME CONSISTENT WITH THE PROVISIONS OUTLINED HEREIN. IN NO EVENT WILL PLUGRAM'S LIABILITY EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE LESSER OF (a) THE TOTAL FEES ACTUALLY PAID BY USER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM AND (b) [[_____]] DOLLARS ($[[____]]), ANY OTHER CLAIM FOR DAMAGES OR PENALTIES HEREBY WAIVED BY USER.
  2. ANY CLAIM BY USER MUST BE INITIATED WITHIN TWO (2) YEARS AFTER THE CASUE OF ACTION GIVING RISE TO THAT CLAIM ARISES.
15.2No Warranty.

THE SERVICES ARE PROVIDED AS IS AND WITHOUT ANY REPRESENTATION OF WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. PLUGRAM, AND ITS OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Plugram does not guarantee continuous, uninterrupted or secure access to any part of the Services, and operation of the Services may be interfered with by numerous factors outside of Plugram's control. Plugram does not guarantee that it will be able to fix problems with the Services (including manufacture problems such as bugs). Plugram's statements or emails and the like which offer advice do not expand the guarantee as established in this Agreement. One or more of the Services may not be available to User based on residency, geographic location, or other eligibility criteria. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to some Users. This paragraph gives User specific legal rights and User may also have other legal rights that vary from state to state.

15.3Notice to Users.

Plugram shall notify or contact Users regarding the Service by using a method it considers appropriate, such as posting on the website operated by Plugram. Plugram shall not be responsible for any losses incurred by User from notice not arriving or being late.

15.4Notice to Plugram.

Users shall provide notice or contact to Plugram by filling out the User inquiry form available on the website operated by Plugram. In the event that Plugram receives notice or contact from a User, Plugram will conduct an identity verification. Plugram will respond to User's notice or contact in the manner that it deems appropriate. The User cannot request how Plugram should respond.

15.5Advertisements.

Plugram reserves the right to provide Users with advertisements for Plugram or a third party through the Services.

15.6Assignment; Transfer.

Without written approval, User shall not assign, transfer, move, guarantee, setup, lend, or conduct any other action that would transfer User's duties and obligations under this Agreement. In the event that Plugram transfers its business to a third party, User status, duties, obligations, and registered information laid out in the Terms and Conditions shall remain intact. User agrees that Plugram reserves the right to allow a third party to purchase, operate, or otherwise provide the Services.

15.7Relationship of Parties.

Nothing in this Agreement shall be construed as appointing Plugram as User's agent, trustee, or partner.

15.8Retail Sales.

Plugram may grant third parties the right to sell the Services. In the event that User registers for the Service through an agency or sales store, the relationship in terms of the use of the Service is still between Plugram and User. Promises made by the agency or sales stores are invalid if they run counter to this Agreement.

15.9Severability.

Should any part of this Agreement be rendered or declared invalid by a court of competent jurisdiction, such invalidation of such part or portion of this Agreement should not invalidate the remaining portions thereof, and they shall remain in full force and effect.

15.10Disputes.

The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of the Services. This Section 15.10 is without prejudice to a party's right to seek interim relief against any other party (such as an injunction) through the competent courts to protect its rights and interests, or to enforce the obligations of any of the other parties.

15.11Language, Governing Law and Jurisdiction.

The English version of this Agreement shall govern the relationship between User and Plugram. In the event of a contradiction between the English version and a translation (if provided), the provision in the English version shall take precedence.

All matters arising out of or related to the Services will be governed by and construed in accordance with the Laws of [California], United States of America. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of this Agreement shall be submitted to the exclusive jurisdiction of the competent courts located in the State of [California], United States of America.

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