These Terms of Service (hereinafter "Agreement"), constitute a legal agreement between you ("You" or "Your") and Omega Software, Inc., a legal person duly incorporated pursuant to the laws of Canada and headquartered in 1155 North Service Rd. West, Oakville, Ontario ("We", "Us", "Our" or "Omega Software"), and shall govern Your use of and access to the Application (as defined below) and the Website (as defined below).
If You do not agree with any of the terms of this Agreement, you may not use the Application or the Website.
Omega Software hereby grants You a non-transferable, non-exclusive, revocable, limited license to access and use Omega Software' platform commonly referred to as "Omega Software Cloud POS and Back office " (the "Application") as made available through its website located at www.omegasoftware.ca or www.omegapos.com (the "Website") and/or via mobile application during the Term (as defined below) pursuant to the terms and conditions of this Agreement. Omega Software may, from time to time, update or modify the Application, release new versions of the Application or create new modules related thereto, each of which may, at Omega Software' discretion, be included within the license described above. You shall not be permitted to sublicense, sell, or otherwise transfer any of Your rights hereunder including, without limitation, access to the Application.
You shall not directly or indirectly copy or reproduce all or any part of the Application or the Website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Application or Website solely for its intended purposes and shall not use the Application or Website for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Application or Website to post, transmit, convey, submit, distribute, store or destroy any content, messages, reviews, ratings, check-ins, photographs, descriptions, drawings, audio materials, or other information (collectively, "Posted Information"): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programs that are intended to damage, detrimentally interfere with, surreptitiously intercept, copy or expropriate any system, data or personal information; (e) that is false, intentionally misleading or inaccurate in any way; or (f) in violation of the acceptable use policy or other policy posted on the Website or within the Application from time to time. You shall not violate or attempt to violate the security of the Application. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Application or Website, including, without limitation, any of the software comprising or in any way making up a part of the Application or Website. In addition, You will not export, re-export or permit any third party to export or re-export, directly or indirectly, the Application where such export or re-export is prohibited by applicable law without appropriate licenses and clearances.
You must create a Omega Software account, and no more than one account per user, and provide accurate information about yourself in order to use some of the features of the Application and the Website. You shall be solely responsible for: (i) all Posted Information inputted into the Application through Your account; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules and regulations at all times; (iv) maintaining all passwords and access codes to the Application and/or Website, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Application and/or Website; (v) all activities that occur in connection with your account. You agree to notify Us immediately of any unauthorized use of Your account. By creating an account, You agree to receive certain communications in connection with the Application and/or Website. You may opt-out from non-essential communications by following the appropriate link on such communications.
5- Omega Software Rights.
Omega Software shall be entitled, at its sole discretion, to suspend, restrict and/or terminate, without notice of any kind, Your access to the Application or Your Omega Software account for any reason. Notwithstanding the foregoing, Omega Software shall not be required to review or monitor any Posted Information entered into the Application or Website or otherwise submitted by You, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.
Omega Software does not currently charge its users to access and use the Application at the beginning for the trial period of 30 days. However, Omega Software will begin charging fees for use of various portions of the Application and/or for different levels of subscription or account based the agreed price between You and Omega Software.
7-Term and Termination.
This Agreement shall continue in full force until (i) You close Your Omega Software account, delete the Application from your mobile device (if applicable), discontinue using the Application and the Website, and notify Omega Software in writing of such discontinuance, or (ii) Omega Software elects to terminate Your access to the Application and/or Website, with or without notice, for any or no reason (the "Term"). For greater clarity, You are entitled to terminate your Omega Software account at any time. Upon termination of this Agreement for any reason, You shall no longer be entitled to access or use the Application or the Website. In addition to the foregoing, in the event that Omega Software determines, in its sole and absolute discretion, that You have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, or breached any Omega Software policy in effect from time to time, Omega Software shall be entitled, at its sole discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Application, in each of the foregoing cases at any time and for any period of time. Omega Software shall not be responsible for the return of any Posted Information of any kind to You upon any termination of this Agreement or suspension of Your access to the Application and/or Website, including without limitation any information input into the Application and/or Website by You. Sections 3, 4, 5, 7, 8, 9, 10, 12, 13 and 14 of this Agreement shall survive any termination of this Agreement.
8- Intellectual Property.
(a) General Ownership.
All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and Omega Software, You shall be deemed to be the sole owner of all Posted Information entered into the Application or otherwise posted by You, subject to the limitations herein; and (ii) Omega Software is the sole owner of the "Omega Software" brand as well as the Website, the Application, including but not limited to all source code, object code, software, content, visual interfaces, graphics, design, aggregate user review ratings, copyrights, trademarks, patents and other intellectual property related thereto or included therein, as well as all other statistical and usage data accrued through the use of the Application and the Website by any party. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Us regarding the Application or the Website shall, upon submission to Us, be owned solely and exclusively by Omega Software. In addition, Omega Software shall be entitled to post feedback on the Website and within the Application (and/or allow others to do so), both positive and negative, regarding any user. You acknowledge and agree that the applicable supplier(s) of any third party software included within the Application shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers' license, if any, of such third party software to Omega Software. Except as expressly provided in this Agreement or as required by mandatory law, no right is granted to You by virtue of this Agreement to use in any manner a trademark or trade name of Omega Software or of any third party included in or associated with the Application and/or the Website.
(b) Use of Posted Information.
In exchange for Your use of the Website and/or the Application, You hereby grant to Omega Software an unlimited, perpetual, irrevocable, royalty-free, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, translate, distribute, commercially exploit, repurpose, create derivative works from, perform and display any and all Posted Information You post to the Website, submit to Omega Software or post through the Application, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sub licensees. Finally, You irrevocably waive, and cause to be waived, against Omega Software and its users any claims and assertions of moral rights, right of publicity or attribution with respect to Your Posted Information. Omega Software shall be entitled to display advertising and/or any other content at locations of its choosing within the Website and/or Application, including without limitation adjacent to Your Posted Information.
9-Disclaimers and Limitations of Liability.
BY ACCESSING OR USING THE APPLICATION AND/OR WEBSITE, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS, INCLUDING THIS SECTION.
(a) No Warranties.
Your use of the Application and the Website are at Your own discretion and risk. Except as explicitly set forth herein, neither Omega Software, its affiliates, nor any of such party's equity holders, directors, officers, employees, agents, suppliers, licensors or the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website or the Application will be error-free or that the information therein is accurate, (c) as to a minimum level of uptime for the Application or the Website, or (d) as to the results that may be obtained by You by entering into this Agreement and/or using the Application and/or Website. You agree and acknowledge that the Application and Website are licensed and provided hereunder on an "as is" and "as available" basis, and they may not function properly or as intended at times.
(b) No Liability for Third Parties.
You hereby agree and acknowledge that: (i) Omega Software shall not be responsible for any actions taken by any other party using the Application and shall have no obligation to enforce this Agreement on your behalf against another user or any other third party; (ii) Omega Software does not recommend or endorse any third parties, including, without limitation, any store, retailer, business or other entity with which Omega Software has a business relationship (a "Merchant"), and makes no representations or warranties whatsoever regarding any such third party; (iii) Omega Software is not a party to any transaction between you and any Merchant and as such, any disputes regarding purchases, rewards and/or any other aspect of any transaction or other commercial dealings is solely between You and such Merchant; (iv) Omega Software is not responsible for any other party's compliance with applicable laws, rules or regulations; (v) Omega Software' services are administrative in nature and Omega Software is not responsible for ensuring that any third party, including any Merchant, honor any reward, loyalty or other obligations such third party may have towards You; and (vi) Omega Software shall not, under any set of circumstances, be responsible or liable for any content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party's intellectual property rights.
(c) Unavailability of Website or Application.
You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Application. While it is Our objective to make the Website and Application accessible at all times, the Website and/or Application may be unavailable from time to time for any reason including, without limitation, routine maintenance. In addition, various portions of the Website or Application may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of Omega Software, access to the Website and/or the Application may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Omega Software shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You. YOU AGREE THAT Omega Software SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR IN RELATION TO ANY SUCH INTERRUPTION, SUSPENSION, MALFUNCTION OR TERMINATION OF THE WEBSITE AND/OR APPLICATION AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR APPLICATION.
(d) Additional Limitation of Liability.
Omega Software SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT OR YOUR USE OF THE APPLICATION OR WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, AND WITHOUT LIMITING THE FOREGOING, Omega Software' TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED $50.
You expressly agree to defend, hold harmless and indemnify Omega Software, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them, at Your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out or in connection with Your use of the Application and/or Website, or Your breach of any of Your obligations or representations set forth in this Agreement.
Omega Software shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, earthquake, flood, storm, lightning, fire, explosion, war, terrorism, riot, civil disturbance, sabotage, strike, lockout, slowdown, labour disturbances, accident, epidemic, delay in delivery or defects in goods, services or information supplied by third parties, breakdown of equipment, emergency repair or maintenance, breakdown of public utilities, changes of law, statutes, regulations or any other legislative measures, inability to obtain or retain necessary authorizations, licenses or permits, acts of governments, supranational organizations or other administrative or public agencies, orders or decrees of any court, or acts of third parties.
The following terms and conditions govern thegeneral use of the Website:.
Other Prohibited Uses. You may not use the Website or Application for any purpose that:
Others' Personal Information. You may not knowingly solicit or collect personal information from a child 12 years old or younger without appropriate prior verifiable parental consent. Harm to Minors. You may not take any action on the Website or within the Application or use the Website and/or Application content to harm minors in any way. Solicitation. You may not use the Website or Application or any Website or Application content in a manner that violates any state or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.(b) The Website, the Application and the Website and Application content may contain and/or provide access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website or Application ("Third Party Content") that may include content You find to be offensive, indecent or objectionable. The third party from whom or which any such Third Party Content originates is solely responsible for it and Omega Software assumes no responsibility to monitor or verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Omega Software has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Omega Software expressly states in writing to the contrary, Omega Software neither endorses nor adopts as its belief any such statements. Omega Software may provide information in articles Omega Software posts or links to the Website only for educational and general informational purposes and not as professional advice. Omega Software has made no attempt to verify any information contained in any such articles. (c) As a convenience to You and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with Omega Software. When You use these links, You will leave the Website and Omega Software will have no ability to protect Your interests. You visit linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. Omega Software is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.
intellectual property owner or authorized to act on
the copyright or intellectual property owner's behalf.
In some circumstances, in order to notify the individual or entity who or which
provided the allegedly infringing content to which Omega Software has disabled
access, Omega Software may forward a copy of a valid Notice including name and
email address to such individual or entity. Omega Software' Agent for Notice of
claims of copyright or other intellectual property infringement can be reached
By email at email@example.com
Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of Ontario, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Website and/or the Application shall be resolved in the appropriate Federal or state court located solely and exclusively in (Ontario) and agree not to raise any defense of forum non conviens or any similar defense. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns, but shall not be assignable by You without Omega Software' prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives. This Agreement may be translated into other languages for Your convenience. Nevertheless, the English version governs Your relationship with Omega Software, and any inconsistencies among the different versions will be resolved in favor of the English version.