Clover Integration
End User License Agreement
This agreement is between Community Communications, Inc., ("CommComm") a Massachusetts corporation, and the client ("Client") agreeing to the terms below.ONLINE ORDER SYSTEM. This agreement provides Client with usage of CommComm's eDiningExpress online ordering system.
USE OF SERVICE.
Client Owned Content. All content, including images, trademarks and other files uploaded or transmitted by Client to its eDiningExpress account remains the property of Client. Client represents and warrants that it has the necessary legal rights for the content to be displayed in the eDiningExpress system. Ordering Processing Agent. Client appoints CommComm to act as its legal agent for ordering processing purposes. Client authorizes CommComm to process orders on its behalf for purposes of this agreement. Client is solely responsible for any and all claims and liabilities involving or related to the processing of online orders. Security. Client is required to keep its passwords secure and must use commercially reasonable efforts to prevent unauthorized access to its account. Client must promptly notify CommComm of any unauthorized access.TERMINATION.
Term. Either party may terminate the agreement in writing at any time. Upon termination, CommComm will promptly disable the system and remove and all Client Content within 10 days.DISCLAIMERS.
DATA DISCLAIMER. CLIENT ACKNOWLEDGES THAT ONCE DATA IS TRANSMITTED OR TRANSFERRED TO CLIENT (INCLUDING WITHOUT LIMITATION, ITS POINT OF SALE SYSTEM) COMMCOMM HAS NO CONTROL OR LIABILITY ASSOCIATED WITH SUCH DATA. GENERAL DISCLAIMER. COMMCOMM DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. CLIENT UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE AND THAT USE MAY BE INTERRUPTED. WHILE COMMCOMM TAKES REASONABLE MEASURES TO SECURE THE EDININGEXPRESS SYSTEM, COMMCOMM DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. PROPERTY RIGHTS.Reservation of Rights. The eDiningExpress software is the proprietary property of CommComm and all associated intellectual property rights remain only with CommComm. Restrictions. Client may not (i) resell or lease the eDiningExpress system or (ii) access the eDiningExpress system to build a competitive service or product, or copy any feature, function or graphic for competitive purposes. LIABILITY LIMIT.
NO INDIRECT DAMAGES. CommComm is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits, revenue or anticipated cost savings), even if it knows of the possibility of such damage or loss.
TOTAL LIMIT ON LIABILITY. CommComm's total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Client within the 3-month period prior to the event that gave rise to the liability.
INDEMNITY. If any third-party brings a claim against CommComm related to Client's acts, omissions, or content, Client must defend, indemnify and hold CommComm harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
APPLICABLE LAW AND FORUM. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts. Any legal proceeding must be exclusively brought in the federal or state courts for Essex County, Massachusetts, and Client submits to this personal jurisdiction and venue. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.
OTHER TERMS.
ENTIRE AGREEMENT. This Agreement shall constitute the entire Agreement between Agent and Principal, and any prior understanding or representation of any kind preceding this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.MODIFICATION OF AGREEMENT. Any modification of this Agreement of additional obligation assumed by either Agent of Principal in connection with this Agreement shall be binding only if evidenced in writing signed by Agent and Principal, or an authorized representative of same.
SEVERABILITY. The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provisions of this Agreement. If any provisions are deemed to be invalid by a court of competent jurisdiction, Agent and Principal agree that the remaining provisions remain in full force and effect.