Terms of Service

Last Updated: June 1st, 2016

RetailerSoft, Inc. ("RetailerSoft" or "we") provides various software, invoicing, bill processing, applications and other related financial tools and services. These offerings are provided by RetailerSoft through a applications you download (the "Application") and at the Internet site https://www.RetailerSoft.com/ (the "Site" and, together with any related software, tools and services provided in connection with the Application or Site, the "RetailerSoft Service"). Please read carefully the following terms and conditions ("Terms of Service") and our Privacy Policy, which may be found on our website at https://www.RetailerSoft.com/privacy and which is incorporated herein by reference into these Terms of Service. These Terms of Service govern your access to and use of the RetailerSoft Service and all Site Content and constitute a binding legal agreement between you and RetailerSoft.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE "ACCEPT TERMS" BUTTON, REGISTERING FOR A RetailerSoft ACCOUNT, DOWNLOADING OF THE APPLICATION OR ANY APPLICATION UPGRADES, USING THE APPLICATION, OR ACCESSING OR USING THE RetailerSoft SERVICE, OR BY DOWNLOADING, SUBMITTING OR POSTING ANY CONTENT FROM, OR ON, OR THROUGH THE RetailerSoft SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE RetailerSoft SERVICE OR SITE CONTENT. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

Definitions

"Content" means text, graphics, photos, music, software, audio, video, information or other materials. "Corporate Member" means a Member that is a company or other legal entity, rather than an individual. "RetailerSoft Content" means Content that RetailerSoft makes available through the Site or RetailerSoft Service, including any Content licensed to RetailerSoft from a third party, but excluding Member Content. "Member" means a person or entity who completes RetailerSoft's account registration process, as described under "Account Registration" below. "Member Content" means Content that a Member posts, uploads, publishes, submits or transmits to be made available through the RetailerSoft Service, including, without limitation, comments to the RetailerSoft blog. "Site Content" means RetailerSoft Content and Member Content. Modification

RetailerSoft reserves the right, at its sole discretion, to modify, discontinue or terminate the RetailerSoft Service or to modify these Terms of Service, at any time and without prior notice. If we modify these Terms of Service, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Terms of Service or on the Site or Application. By continuing to access or use the RetailerSoft Service after we have posted a modification on the Site or Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the RetailerSoft Service.

Certain portions of the RetailerSoft Service may, or may in the future, have different terms and conditions posted on the Site or may require you to agree with and accept additional terms and conditions. RetailerSoft may, in its sole discretion, make premium or different applications, software or services available to you that is subject to different terms and conditions and narrower licenses than as set forth therein. If there is a conflict between these Terms of Service and terms and conditions posted for a specific portion of the RetailerSoft Service, the latter terms and conditions shall take precedence with respect to your use of or access to that portion of the RetailerSoft Service.

Eligibility

By accessing or using the RetailerSoft Service you represent and warrant to RetailerSoft that: (i) you are of legal age to form a binding contract, or, if you are a minor, you have your parent's permission to use the RetailerSoft Service, and your parent has read and agrees to these Terms of Service on your behalf; (ii) all registration information you submit is accurate, current and complete; (iii) you will maintain the accuracy and completeness of such information; (iv) if you are accepting these Terms of Service on behalf of a company or other legal entity, you have the authority to bind that company or legal entity to these Terms of Service. You also certify that you are legally permitted to use and access the RetailerSoft Service and take full responsibility for the selection and use of and access to the RetailerSoft Service. These Terms of Service are void where prohibited by law, and the right to access the RetailerSoft Service is revoked in such jurisdictions.

Privacy

See RetailerSoft's Privacy Policy at https://www.RetailerSoft.com/privacy for information and notices concerning RetailerSoft's collection and use of your personal information.

Account Registration

In order to access the RetailerSoft Service, you must register to create an account ("Account") and become a Member. When registering with RetailerSoft you agree to: (a) provide true, accurate, current and complete information about yourself (or, if applicable, the Corporate Member you represent) as prompted by the RetailerSoft Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the RetailerSoft Service (or any portion thereof).

You may not authorize any third party (other than, if applicable, the employees, consultants or agents of the Corporate Member you represent) to access or use the RetailerSoft Service on your behalf. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify RetailerSoft of any unauthorized use of your user ID or password or any other breach of security. RetailerSoft cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

By providing us with your email address, you agree to receive all required notices electronically, to that email address. From time to time, RetailerSoft will use this email address to send you notifications about product updates and improvements, company news and events, and updates from our community.

Fees and Payment

Signing up for an RetailerSoft account is free for Members who register as individuals or Corporate Members. In the event you choose to upgrade to paid services or to provide payment information to RetailerSoft after being prompted to do so, you agree to the pricing, payment and billing policies as set forth (a) herein, (b) on the Site and/or (c) if applicable, in a separately executed or accepted purchase order. All fees paid for the RetailerSoft Service are non-refundable and non-transferable except as expressly provided in these Terms of Service. All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of RetailerSoft Service and/or any related transactions (except for taxes assessed on RetailerSoft's net income or personal property).

If your selected RetailerSoft Service package requires a recurring subscription fee, your RetailerSoft Service package will automatically renew, unless we terminate it, or you notify us by email (support@RetailerSoft.com) of your decision to terminate your current RetailerSoft Service package. You must cancel any such RetailerSoft Service package before it renews in order to avoid billing of subscription fees for the renewal term. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.

License granted by RetailerSoft

Subject to your compliance with these Terms of Service, RetailerSoft grants you a limited non-exclusive, non-transferable license to download and install a copy of the Applications and run such copy of the Application solely for your own personal or business use. Furthermore, with respect to any App Store Sourced Application (defined below in the Section entitled "Accessing and Downloading the Application from iTunes"), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (operating system software provided by Apple) and (ii) as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. RetailerSoft reserves all rights in the Application not expressly granted to you by these Terms of Service.

Intellectual Property

RetailerSoft Service. RetailerSoft shall own and retain all right, title, and interest in and to the RetailerSoft Service (except for any licensed content and software components included therein). Member agrees not to reverse engineer, decompile, distribute, license, sell, transfer, disassemble, copy, alter, modify, or create derivative works of the RetailerSoft Service or otherwise use the RetailerSoft Service in any way that violates the use restrictions contained in these Terms of Service. RetailerSoft does not grant to Member any license, express or implied, to the intellectual property of RetailerSoft or its licensors. Member further acknowledges and agrees that any information regarding the design, "look and feel", specifications, components, functionality or operation and payment terms and pricing (if applicable) of the RetailerSoft Service is considered the confidential and proprietary information of RetailerSoft (collectively "RetailerSoft Confidential Information").

Member Data. Subject to the section below labeled "Assignment of Certain Member Data", Member shall retain all right, title and interest in and to (a) all graphics, images, files, data and other information transmitted by Member to RetailerSoft in connection with its use of the RetailerSoft Service and (b) reports and other materials generated by the RetailerSoft Service following such transmission (collectively, "Member Data"), provided, however, that Member hereby grants to RetailerSoft a worldwide, royalty-free, non-exclusive license to use (i) data generated as a result of Member's use of the RetailerSoft Service solely for purposes of (x) maintaining and improving the RetailerSoft Service and (y) providing Member with access to special product offers and promotions and (ii) non-identifiable, anonymous, aggregated data regarding Member's use of the RetailerSoft Service compiled by RetailerSoft solely for marketing purposes or distribution to third party research firms.

Assignment of Certain Member Data. Notwithstanding the foregoing, upon your submission of an expense report to a Corporate Member or any other Member, you hereby transfer all right, title, and interest in and to any transferred Member Data to the applicable Corporate Member or Member, provided, however, that such Corporate Member or Member hereby grants to you a worldwide, perpetual, royalty-free, non-exclusive license to maintain and utilize copies of such transferred Member Data (including any expense reports) for personal recordkeeping purposes.

RetailerSoft Logos and Designs. RetailerSoft's graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of RetailerSoft in the U.S. and/or other countries. RetailerSoft's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without RetailerSoft's prior written permission.

Member Art. Member shall retain all right, title and interest in and to all of Member's logos, promotional graphics and related marketing designs (collectively, the "Member Art"), provided, however, that Member hereby grants to RetailerSoft a worldwide, royalty-free, non-exclusive license to use the Member Art, as well as Member's corporate and/or trade name, for purposes of fulfilling its obligations hereunder and marketing RetailerSoft's products and services to third parties, subject to Member's right in each instance to approve the manner and form of such use (which approval shall be in writing and shall not be unreasonably withheld or delayed).

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the RetailerSoft Service ("Feedback"). You may submit Feedback by emailing us at support@RetailerSoft.com or through the "Help" section of the RetailerSoft Service. You acknowledge and agree that all Feedback will be the sole and exclusive property of RetailerSoft and you hereby irrevocably assign to RetailerSoft and agree to irrevocably assign to RetailerSoft all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At RetailerSoft's request and expense, you will execute documents and take such further acts as RetailerSoft may reasonably request to assist RetailerSoft to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

General Prohibitions

You agree not to do any of the following:

Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances. Use, display, mirror or frame the RetailerSoft Service, or any individual element within the RetailerSoft Service, RetailerSoft's name, any RetailerSoft trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without RetailerSoft's express written consent; Access, tamper with, or use non-public areas of the RetailerSoft Service, RetailerSoft's computer systems, or the technical delivery systems of RetailerSoft's providers; Attempt to probe, scan, or test the vulnerability of any RetailerSoft system or network or breach any security or authentication measures; Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as of privacy and publicity) of any other use of the RetailerSoft Service or staff member of RetailerSoft. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by RetailerSoft or any of RetailerSoft's providers or any other third party (including another user) to protect the RetailerSoft Service or Site Content; Attempt to access or search the RetailerSoft Service or Site Content or download Site Content from the RetailerSoft Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by RetailerSoft or other generally available third party web browsers; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail or junk messages, spam, chain letters or other form of solicitation (including sending invitations to use the RetailerSoft Service to the mobile numbers of people you do not know); Use or disclose any RetailerSoft Confidential Information, except as otherwise explicitly set forth herein. Use any meta tags or other hidden text or metadata utilizing a RetailerSoft trademark, logo URL or product name without RetailerSoft's express written consent; Use the RetailerSoft Service or Site Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms of Service; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the RetailerSoft Service or Site Content to send altered, deceptive or false source-identifying information; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the RetailerSoft Service or Site Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the RetailerSoft Service; Collect or store any personally identifiable information from the RetailerSoft Service from other users of the RetailerSoft Service without their express written permission; Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or Encourage or enable any other individual or entity to do any of the foregoing. RetailerSoft will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. RetailerSoft may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that RetailerSoft has no obligation to monitor your access to or use of the RetailerSoft Service, or to review or edit any Member Content, but has the right to do so for the purpose of operating the RetailerSoft Service, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the RetailerSoft Service, please notify RetailerSoft's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:

An electronic or physical signature of a person authorized to act on behalf of the copyright owner; Identification of the copyrighted work that you claim is being infringed; Identification of the material that is claimed to be infringing and where it is located on the Services; Information reasonably sufficient to permit RetailerSoft to contact you, such as your address, telephone number, and email address; A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. RetailerSoft's Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:

Attention: Copyright Agent RetailerSoft, Inc. 1770 Winter Street West Branch, MI 48661 support@RetailerSoft.com For clarity, only DMCA notices should go to the RetailerSoft, Inc. Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to RetailerSoft via support@RetailerSoft.com.

Links to Third-Party Websites

The RetailerSoft Service may now or in the future contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by RetailerSoft. You acknowledge and agree that RetailerSoft has no control over and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, privacy policies, practices, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by RetailerSoft of such websites or resources or the content, products, practices, privacy policies, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources. Additionally, your dealings with or participation in promotions of any third parties, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that RetailerSoft shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties. We encourage you to be aware of when you leave the RetailerSoft Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. You expressly relieve RetailerSoft from any and all liability arising from your use of any third-party website or services or third party content.

Termination and Account Cancellation

If you breach any of these Terms of Service, RetailerSoft will have the right to suspend, disable or terminate your Account or terminate these Terms of Service, at its sole discretion and without prior notice to you. RetailerSoft reserves the right to revoke your access to and use of the RetailerSoft Service at any time, with or without cause. In the event RetailerSoft terminates these Terms of Service for your breach, you will remain liable for any and all amounts due hereunder. You may cancel your Account at any time by sending an email to support@RetailerSoft.com.

Disclaimers

THE RetailerSoft SERVICE AND SITE CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, RetailerSoft EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. RetailerSoft MAKES NO WARRANTY THAT THE RetailerSoft SERVICE OR SITE CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. RetailerSoft MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, RetailerSoft SERVICE OR SITE CONTENT PURCHASED OR OBTAINED THROUGH THE RetailerSoft SERVICE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE RetailerSoft SERVICE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM RetailerSoft OR THROUGH THE RetailerSoft SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE RetailerSoft SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE RetailerSoft SERVICE. YOU UNDERSTAND THAT RetailerSoft DOES NOT SCREEN OR INQUIRE INTO THE BACKGROUND OF ANY USERS OF THE RetailerSoft SERVICE, NOR DOES RetailerSoft MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE RetailerSoft SERVICE. RetailerSoft MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE RetailerSoft SERVICE OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE RetailerSoft SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE RetailerSoft SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE RetailerSoft SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

Indemnity

You agree to defend, indemnify, and hold RetailerSoft, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the RetailerSoft Service, or your violation of these Terms of Service, including breach of any representations or warranties herein.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE RetailerSoft SERVICE AND SITE CONTENT REMAINS WITH YOU. NEITHER RetailerSoft NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE RetailerSoft SERVICE OR SITE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, RetailerSoft SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR RetailerSoft SERVICE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF RetailerSoft SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE RetailerSoft SERVICE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE RetailerSoft SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RetailerSoft HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL RetailerSoft'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF RetailerSoft SERVICE OR FROM THE USE OF OR INABILITY TO USE THE RetailerSoft SERVICE OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO RetailerSoft FOR USE OF THE RetailerSoft SERVICE OR CONTENT. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RetailerSoft AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Export Control

You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Application, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

You acknowledge and agree that (i) these Terms of Service are concluded between you and RetailerSoft only, and not Apple, and (ii) RetailerSoft, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between RetailerSoft and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of RetailerSoft. You and RetailerSoft acknowledge that, as between RetailerSoft and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. You and RetailerSoft acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between RetailerSoft and Apple, RetailerSoft, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Service. You and RetailerSoft acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Service as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof. Without limiting any other terms of these Terms of Service, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application. Controlling Law and Jurisdiction

These Terms of Service and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Service constitute the entire and exclusive understanding and agreement between RetailerSoft and you regarding the RetailerSoft Service and Site Content, and these Terms of Service supersede and replace any and all prior oral or written understandings or agreements between RetailerSoft and you regarding the RetailerSoft Service.

Assignment

You may not assign or transfer these Terms of Service, by operation of law or otherwise, without RetailerSoft's prior written consent. Any attempt by you to assign or transfer these Terms of Service, without such consent, will be null and of no effect. RetailerSoft may assign or transfer these Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: by RetailerSoft (i) via email (in each case to the address that you provide) or (ii) by posting to the Application or Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

General

The failure of RetailerSoft to enforce any right or provision of these Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of RetailerSoft. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies under these Terms of Service will be without prejudice to its other remedies under these Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Service will remain in full force and effect.

Contacting RetailerSoft

If you have any questions about these Terms of Service, please contact RetailerSoft at support@RetailerSoft.com or 1770 Winter Street, West Branch, MI 48661.