Terms of Service

End-User License Agreement for MEV QuebecLast Updated: July 20 2021This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you) and Azure180. This Agreement is solely between you and Azure180, and governs your use of Azure180's MEV Quebec application and the corresponding services it provides. Review this Agreement completely. You agree to be bound by the terms of this Agreement or If you do not agree to the terms of this Agreement, you must stop using the application immediately.

1. The App

1.1 The App will provide you with the ability to: Connect the existing Revenue Quebec's SRM or Sales Recording Module with the clover devices. You can directly use the clover inbuilt applications without having new subscriptions or third party applications to make sales. This application gives you the ability to generate sales reports, details sales summary, event details, check printer connectivity, check SRM connectivity and much more.

1.2 Azure180 grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant you any rights to Azure180's trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. Azure180 reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.

1.3 The App may update automatically from time-to-time, and you may be required to accept these updates to continue using the App. Azure180 may perform maintenance on the App, which may result in service interruptions or delays from time-to-time. Azure180 may not support older versions of the App. You are solely responsible for obtaining all equipment and services (e.g., Internet connectivity, MEV device, External Printer) necessary to access and use the App.

2. Fees

You will pay Azure180 a yearly fee for your use of the App, which will be automatically collected through the payment method sent by the team. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on Azure180's income) imposed by federal, state, or local tax authority. You must notify Azure180 of any billing errors within 120 days from when an error appears on your invoice, after which time period you release Azure180 from all liability for Losses (defined below) resulting from these errors.

3. Term

This Agreement commences when you accept or otherwise download, install, copy, or use the App; and will continue month-to-month until terminated (this period of time is the Agreement's Term).

4. Suspension and Termination

5.1 Neither of us will disclose non-public information about the other's business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other's Confidential Information.

4.2 You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Azure180. Your termination will be effective at the end of the agreement You will not receive a refund for the billing period in which you terminate this Agreement.

5. Confidentiality, Data, and Ideas

5.2 Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.

5.4 You may provide, or Azure180 may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Azure180 has no obligation to notify or compensate you in connection with their disclosure or use. You release Azure180 from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

6. Account

You will be required to register for an account with Azure180 to use the App. You will provide us with accurate information when setting-up your account, and will maintain your account with current information. You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify Azure180 if you discover a security breach involving your account or the App. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, the App, or other transaction information that arises through your systems or account. It is your responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).

7. Risk Allocation

7.1 The MEV Quebec App is provided to you "as-is" and "as-available." You are solely responsible for determining if the App meets your needs. Azure180 disclaims all warranties (express or implied) related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Azure180 is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.

7.2 You will indemnify Azure180, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, Losses) that result from your use or misuse of the App, or your breach of this Agreement. Azure180 may assume the defense of any third party claims that you must indemnify for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party claims involving more than the payment of money without Azure180's written consent.

7.3 To the extent permitted by applicable law, Azure180 will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.

7.4 Azure180's total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to Azure180.

8. Communications

You authorized Azure180 to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by your communications provider for phone, text, or email communications that the Azure180 sends to you.

9. General

9.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.

9.2 Azure180 may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.

9.3 Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scripts or other programs; or infringe third parties' intellectual property rights.

9.4 This Agreement is governed by New York law, without regard to its conflicts or choice of law statutes. The courts in or for Suffolk County, New York are proper venues for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.

9.5 This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Azure180 is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.

9.6 You may not assign this Agreement without Azure180 written consent, which assignment is voidable by the Azure180; however, Azure180 may assign this Agreement without notice to you or your consent.

9.7 You may contact Azure180 at: 730-1310 Greene Ave, Westmount, Quebec H3Z 2B2, +1 844-899-8283