Terms and Conditions

Terms and Conditions of Use

Notice to users: please read this contract carefully. By using all or any portion of the CashIQ software system CashIQ (referred to herein as the "program"), you accept all of the terms and conditions of this agreement ("agreement"), and those found in the Support Terms and Conditions section available to users within the software, which you agree is a legally binding agreement between you and CashIQ , ("CashIQ"), and Amazon web services its program server host ("host"), and is enforceable like any written negotiated agreement signed by you. If you do not agree or accept this agreement, do not use the program and, instead, click on the "I decline" check box, in which case you will not be permitted to use the program. If you wish to use the program, you must agree to the terms and conditions set forth in this agreement. To acknowledge acceptance of this agreement and be granted a license to use the program in accordance with this agreement, click on the "I accept" check box.

1. BACKGROUND

CashIQ owns all intellectual property in the Program. CashIQ and the Host permit you to use the Program only in accordance with the terms of this Agreement. By clicking on the "I Accept" check box, and payment of the applicable fee, you will be licensed to use the Program in accordance with this Agreement.

2. DEFINITIONS; REGISTRATION INFORMATION

References in this Agreement to "use" or "using" means to access or otherwise benefit from using the functionality of the Program in accordance with this Agreement. References in this Agreement to "you" or "your" refer to both you and any person or entity on whose behalf you act, such as the company that employs you, and is identified as the person who registers to use the Program. You agree that the registration information you have submitted to CashIQ and the Host is complete and accurate, and sets forth your full name, title, telephone number, email address, desired user name, and the name of the company that employs you to use the Program, and its address. The submission of any false contact information shall constitute a material breach for which CashIQ and the Host may immediately terminate this Agreement and seek its other rights and remedies.

3. LIMITED LICENSE

As long as you comply with the terms and conditions of this Agreement, including without limitation the payment of the applicable license fees when due, CashIQ and the Host grant to you a non-exclusive, non-transferable, non-assignable, limited license to use the Program solely to process the internal credit related data of your own organization and for no other purpose. The license rights granted herein are personal to you and shall not be transferred, assigned or sublicensed by you to any other person or entity. This license is restricted to the individual who submits contact information to CashIQ and the Host as part of its registration to use the Program. You agree that you will not share or permit access to your user name or password with or by any other person or entity, including without limitation any other person who may be employed by or owns the company that employs you to use the Program. Each person within a company who desires to use the Program must individually register to use the Program. No sharing of the Program is permitted.

4. LICENSE FEES

You agree to pay CashIQ the applicable license fees on or before their respective due dates. All amounts not paid within ten (10) days of the applicable due date shall bear interest at the rate of seven percent (7%) per year, or the maximum allowed by law, whichever is less, from the date due until paid. Failure to pay any amounts when due shall constitute sufficient cause for CashIQ to immediately terminate this Agreement and the license for the Program, without notice to you, in addition to pursuing its other available rights and remedies.

5. RESTRICTIONS ON USE; NONDISCLOSURE

You agree to use the Program solely to process the internal credit related data of your own organization and for no other purpose. You shall not (i) download or copy screenshots of the Program; (ii) design your own program using any part of the Program, including without limitation its design or functionality; (iii) permit any other person or entity to use the Program; (iv) process or permit to be processed the data of any person or entity except the internal data of your own organization; (v) use the Program in the operation of a service bureau or to provide any service to a third party; (vi) alter, adapt, translate, modify, debug, reverse engineer, decompile, disassemble, decode, decrypt, create derivative works, nor attempt to do any of the foregoing, or otherwise attempt to discover the source code of, the Program or any part thereof; (vii) link to, mimic, copy, frame or otherwise alter the appearance of the Program, in whole or in part, so as to create confusion as to the copyright owner of the Program; or (viii) use the Program or any portion thereof to develop or market any product, program or model that is functionally similar to or a derivative of the Program. Under no circumstances shall you sell, license, rent, lease, sublicense, hypothecate, mortgage, publish, disclose, display, distribute, share or otherwise transfer to any person or entity the Program, its screens or any copy thereof, in whole or in part, without CashIQ's prior written consent in each instance.

6. ACCOUNT DATABASE

The Program allows you to maintain a maximum of 10,000 customer accounts, and to upload and maintain data and information for such accounts ("Account Database"). CLOSED TRANSACTIONS WILL BE PERMANENTLY DELETED FROM THE DATABASE AFTER FOUR WEEKS FROM DATE OF CLOSURE. CashIQ reserves the right to terminate your access to the Program if the Account Database you maintain exceeds the Program’s limits, or if the Program is used in an unauthorized manner, as reasonably determined by CashIQ. You are responsible for your Account Database and its processing by the Program, and you represent and warrant to CashIQ and the Host that you have the right to store the Account Database and manage and maintain it in a manner consistent with this Agreement and that nothing contained in the Account Database violates any laws or regulations. CashIQ and the Host obtains no rights to any of your Account Database without written authorization and CashIQ and the Host shall not be responsible or liable for the deletion, corruption, destruction, damage or loss of, or failure to store, any information contained in your Account Database. You acknowledge that the Internet is inherently insecure and subject to breaches, and CashIQ and the Host cannot and does not guarantee the security of your Account Database. CashIQ and the Host will not be liable for any third-party access or use of your Account Database, unless caused by the willful misconduct of CashIQ and the Host. CashIQ and the Host reserve the right to withhold, remove, delete and/or prevent access to your Account Database without notice to you for any breach of this Agreement or misuse of the Program. Upon termination, your right to access or use the Program and your Account Database stored in connection therewith immediately ceases, and CashIQ and the Host shall have no obligation to store or forward your Account Database or any information contained therein. You agree and acknowledge that CashIQ and the Host has no obligation to retain your Account Database, and may delete your Account Database and all information contained therein, after termination of this Agreement for any reason.

7. PRIVACY AND USE OF YOUR PERSONAL INFORMATION

CashIQ and the Host will not disclose your personally identifiable information that you submit to CashIQ and the Host to any third party except to third party contractors and suppliers engaged to assist CashIQ in making the Program available to you and as otherwise required to exercise CashIQ's and the Host’s rights under this Agreement. In consideration of CashIQ's providing the Program to you, you agree that CashIQ , the Host and any other hosts and sponsors who are used to provide the Program to you ("Strategic Partners") may use your personally identifiable information to send you their respective marketing materials and to contact you with respect to your interest in other products and services offered by each of them. You also acknowledge and agree that CashIQ and its Strategic Partners may notify you from time to time of important announcements regarding the operation of and/or changes made to the Program. By accepting this Agreement, you consent to receiving such notifications. The rights and obligations set forth in this section shall extend to and be binding on the successors and assigns of the businesses to which this Agreement relates, meaning that any such successors or assigns may use your personally identifiable information to the extent permitted by this section.

8. OWNERSHIP

You agree that CashIQ owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Program, including without limitation, its algorithms, content, modules, and codes, and any enhancements, updates, program fixes, improvements or other modifications or derivatives thereto, whether made by CashIQ or any other person or entity. As between you and CashIQ , title to the Program and all its components and derivatives shall remain with CashIQ. This Agreement licenses you to use the Evaluation Program in accordance with the terms of this Agreement. It does not sell or convey any rights of ownership. The Program constitutes valuable proprietary material belonging to CashIQ , and you agree not to disseminate it or use it in any manner that is not authorized by this Agreement.

9. ALL RIGHTS RESERVED

No right granted hereunder shall be construed to convey, transfer, affect, alter or otherwise modify any rights of CashIQ and, except for the limited right to use the Program in accordance with this Agreement, you obtain no rights whatsoever in or to the Program or its derivatives. All rights not specifically granted to you herein are reserved by CashIQ for its own use and disposition.

10. CashIQ’S REMEDIES FOR BREACH

You specifically agree that each of the terms and conditions of this Agreement, including without limitation the obligation to make payment when due, are material and that your failure to comply any of the terms and conditions stated herein or your failure to pay the applicable license fees when due, shall constitute sufficient cause for CashIQ and/or the Host to immediately terminate this Agreement, and the license granted hereunder, without notice to you. You agree that in the event you breach any of the terms of this Agreement, CashIQ and the Host shall also have the right to pursue all of their rights and remedies, at law or in equity, or otherwise. Further, you agree that CashIQ’s and the Host’s remedies at law may not be adequate, as determined by CashIQ and the Host, and that CashIQ and the Host will suffer irreparable harm, and that CashIQ and the Host shall have, in addition to any other remedies they may have, the right to obtain injunctive relief, including without limitation specific performance, without the necessity of posting a bond. CashIQ and/or the Host, upon prevailing, also shall be entitled to recover all costs and expenses, including reasonable attorneys’ fees and collection costs, incurred as a result of such breach. CashIQ’s and the Host’s remedies are cumulative and are not exclusive of any other remedies to which CashIQ and/or the Host may be entitled.

11. DISCLAIMER OF WARRANTIES

The program is licensed to you "as-is". Neither CashIQ , the host nor their strategic partners make any warranties with respect to the program as to its use or performance. CashIQ , the host and their strategic partners do not and cannot warrant the performance or results you may obtain by using the program. Except for any warranty, condition, representation or term to the extent to which the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, neither CashIQ , the host nor any of their strategic partners make any warranties, conditions, representations or terms (express or implied whether by statute, common law, custom, usage or otherwise) as to any matter, including without limitation non infringement of third party rights, merchantability, integration, design, satisfactory quality, security, or fitness for any particular purposes. Without limitation to the foregoing, neither CashIQ , the host nor their strategic partners represent, warrant or guarantee that the use of the program will be error-free, uninterrupted, timely, secure, or operate in combination with any other hardware, software, system or data, or that the program will meet your requirements or expectations, or that any stored data, including your account database, will be accessible, retrievable, accurate, reliable, or uncorrupted, or that the program or the server(s) that make the program available will be free of viruses or other harmful components.

12. LIMITATION ON LIABILITY

Under no circumstances will CashIQ , the host or any of their strategic partners be liable to you for any damages, claims or costs whatsoever, or any indirect, special, incidental, consequential, or multiple damages arising out of the use of the program or the server(s) that make the program available, or for any claim by any third party, regardless of the legal theory on which such claim is based, even if advised of the possibility of such damage. Such damages include, but are not limited to, loss of profits, loss of savings or revenue, loss of use of the program or any associated hardware, software or equipment, loss or corruption of software, inaccuracy, error or omission, lost, damaged or corrupted data, cost of any substitute program or services, downtime, the claims of third parties, including customers, security breaches, injury to property and/or other commercial or economic loss. This limitation on liability shall survive the failure of any exclusive remedy.

13. EXCEPTIONS

The foregoing limitations and exclusions and disclaimers apply to the extent permitted by applicable law in your jurisdiction. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights. Nothing contained in this agreement limits CashIQ’s and/or the host’s liability to you in the event of death or personal injury resulting from CashIQ’s and/or the host’s negligence or for the tort of deceit (fraud). CashIQ and the host are acting on behalf of their strategic partners for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liabilities as provided in this agreement, but in no other respects or for no other purpose.

14. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the Republic of Ireland.

15. EXPORT RULES

You agree that the Program will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act, as amended, and/or its implementing regulations, and/or any other export law, restrictions or regulations (collectively the "Export Laws"). In addition, if the Program is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea and Serbia), and that you are not otherwise prohibited under the Export Laws from receiving or using the Program. The lists of embargoed nations are subject to change without notice, and you are solely responsible for complying with such laws as they may be changed from time to time. If you use the Program outside of the United States of America, you are solely responsible for ensuring compliance with all applicable laws and regulations, including without limitation export and import laws of applicable jurisdictions. All rights to use the Evaluation Program are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

16. COMPLIANCE WITH LAW

You shall be solely responsible for complying with, and shall hold CashIQ and the Host harmless to the fullest extent permitted by law from any violations of, all applicable laws and regulations pertaining to privacy, credit, debt collection, consumer protection and business practices, including, without limitation, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Equal Credit Opportunity Act, and the Truth in Lending Act, as any of such may be amended from time to time.

17. INDEMNITY

You agree to hold CashIQ, the Hosts, their Strategic Partners and their suppliers, and their respective directors, officers, shareholders, partners, employees and agents, harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, the Program, or any breach of this Agreement.

18. NOTICE

All notices required under this Agreement shall be in writing and effective upon the earlier of receipt or the third day after being sent (i) by postage prepaid, registered or certified mail (return receipt requested), or (ii) by reputable overnight delivery service (such as FedEx), if sent to you at the address you provided during the registration process to use the Program, or if sent to CashIQ , at CashIQ , The Digital Hub, 101 – 103 James Street, Dublin 8, Ireland Attention: CEO. In addition, CashIQ and the Host may give you notice by email to the email address you provided during the registration process, but such notice shall not be effective until 24 hours after delivery of such notice. Efforts to evade notice or any unreasonable unavailability to receive notice shall constitute a wavier of the notice requirement.

19. TERM AND TERMINATION

This Agreement commences when you begin to use the Program. CashIQ and the Host may terminate your password, account or use of the Program at any time in their sole discretion.

20. CHANGES TO AGREEMENT

CashIQ and the Host reserve the right to change any of the terms or conditions of this Agreement at any time and from time to time. Such modified terms of this Agreement shall become effective upon posting of a link to an updated version of this Agreement on the log-in web page through which the Program may be accessed. You agree to comply with the terms of this Agreement, as it may be amended from time to time, and are responsible for regularly reviewing this Agreement. Continued use of the Program after any such amendments shall constitute your consent to such changes.

21. ADDITIONAL TERMS

This Agreement sets forth the entire understanding between the parties with respect to the subject matter herein, and supersedes all prior written agreements, discussions and understandings, expressed or implied, between the parties concerning such matters. This Agreement does not govern any other services or programs offered, owned or licensed by CashIQ and/or the Host, whether for free or for a payment, each of which will be governed by separate written contracts between the parties. No waiver of any breach of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof. No such waiver shall be effective unless in writing signed by the party granting the waiver to the other party, and then only to the extent expressly set forth in that writing. If any provision of this Agreement is invalid or unenforceable under any statute or rule of law, that provision to that extent shall be deemed omitted, and the remaining provisions shall not be affected in any way. You shall not assign or transfer (whether by operation of law or otherwise) this Agreement, or any right, interest or obligation under this Agreement, without CashIQ’s prior written consent. Sections 2, 4, 8 through 14, 17, 18 and 21 shall survive any termination or expiration of this Agreement for whatever its cause, but this shall not imply or create any continued right to use the Program after the termination of this Agreement.