STEADYSERV® TERMS OF SERVICE

Version 2.0  (published August 1, 2017)

These Terms of Service govern Customer’s use of the Service, permit you to download, install and use the Software to access the Service, and address certain rights with respect to the Hardware provided as part of the Service.  These Terms of Service constitute a contract between SteadyServ and Customer and include the provisions set forth herein and in the Privacy Policy (www.SteadyServ.com/privacy/), any user guidelines and other terms or conditions that may be presented to Customer from time to time in connection with specific Service offerings.  If Customer does not agree to these Terms, Customer does not have the right to access or use the Service. Customer’s use of the Service will be deemed to confirm its acceptance of the Terms and its agreement to be a party to this binding contract. These Terms are effective upon Customer’s acceptance of these Terms.  Capitalized terms in these Terms of Service will have the meaning set forth in Section 30 of this Agreement.

SteadyServ requests that Customer save a copy of these Terms for its records, as well as any Amended Terms that SteadyServ may from time to time implement. You may access a copy of these Terms online at www.SteadyServ.com/termsofservice.

BY CLICKING “AGREE,” YOU ARE AGREEING THAT THESE TERMS AND ANY OTHER TERMS REFERENCED IN THIS AGREEMENT WILL APPLY TO YOUR ACCESS OR USE OF THE SERVICE, THE SOFTWARE, THE WEBSITE, AND THE HARDWARE, AND SUCH WILL BE LEGALLY BINDING AND ENFORCEABLE AND THE LEGAL EQUIVALENT OF CUSTOMER’S HANDWRITTEN SIGNATURE.

1. Customer Account.  Upon acceptance of these Terms, Customer will create a Customer Account in order to use the Service, by completing the Customer Account Information screen. In creating the Customer Account and completing the Account Information, Customer will, among other things, (i) identify itself as a Distributor or a Retailer, (ii) agree to a particular Service level and payment plan and (iii) provide payment information.  Customer is responsible for maintaining the accuracy, completeness and confidentiality of its Account Information and for all activities that occur under its Customer Account, including activities of its Administrators, End Users and others to whom Customer has provided its Account Information. SteadyServ will not be liable for any loss or damage arising from Customer’s failure to provide SteadyServ with accurate information or to keep its Account Information secure. If Customer discovers any unauthorized use of its Account Information or suspects that anyone may be able to access its private content, Customer should immediately change its password and notify our Customer Support team at support@SteadyServ.com.  Our Customer Support team is also available Monday through Friday from 9am to 5pm Eastern Time at (800) 257-6898.

Although Customer may use the Service with only a web browser, in order to use the Service on a variety of mobile computing devices, Customer will need to download and install (and cause its Administrators and End Users to download and install) the Software on its tablets, phones and other mobile devices. Customer (and/or its Administrators and End Users) will be responsible for obtaining those devices and paying for their connectivity and data plans. SteadyServ has no responsibility for the availability of the internet and other telecommunication services necessary to access the Service.

As part of the account creation process, Customer will designate one or more Administrators and establish for each an Administrator Account, which will permit an Administrator to perform a number of administrative functions including, but not limited to, granting End User access, reviewing and editing Customer Information, renewing the Service, purchasing subscriptions, terminating the Service and suspending or terminating End User access to the Service.  Administrator is responsible for administering all End User accounts, maintaining accurate and current Account Information and ensuring that any and all use of the Service by End Users and Administrators complies with these Terms and applicable laws.  Customer will be solely responsible for ensuring that it has designated necessary and appropriate individuals as Administrators and for removing administrative privileges from individuals who no longer require administrative privileges.  An Administrator may establish its own Customer Rules, and any such Customer Rules will only affect the relationship between Customer and its End Users. Without limiting the foregoing, Customer is responsible for determining and obtaining any permission from End Users necessary to enable Customer to enforce any Customer Rules. SteadyServ will not have any obligation or responsibilities to Administrator or any End User with respect thereto, including, without limitation, any responsibility to assist Administrator in enforcing any Customer Rules or taking any action that would be inconsistent with the these Terms or the Privacy Policy.  Each End User and Administrator will agree to be bound by the Terms prior to its use of the Service; provided, however, Company shall remain primarily liable for any breach of the Terms by any End User or Administrator.

2.  License Grant. Once Customer creates the Customer Account and accepts these Terms, SteadyServ will grant Customer (and each of its Administrators and End Users) a limited, non-exclusive license to use the Service subject to these Terms, for so long as Customer (or any Administrator or End User) is not barred from receiving the Service under the laws applicable to Customer, until Customer closes its Customer Account (or any Administrator Account of End User account) voluntarily or until SteadyServ closes the Customer Account (or any Administrator Account or End User account) pursuant to these Terms. In addition, SteadyServ grants Customer (and each of its Administrators and End Users) a worldwide, royalty-free, non-assignable and non-exclusive license to use the Software for the sole purpose of enabling Customer (and its Administrators and End Users) to use and enjoy the benefits of the Service, subject to any applicable license terms provided with the Software and these Terms, until Customer’s (or any Administrator’s or End User’s) rights are terminated in accordance with such license and/or these Terms. You do not obtain any other right or interest in the Service or the Software.

3. Use of the Service.  Customer acknowledges and agrees that use of the Service is subject to compliance with these Terms.  Customer is responsible for ensuring that each of its Administrators and End Users: (i) comply with these Terms as a condition to using the Service; and (ii) maintain the confidentiality of their account passwords.  Customer’s (or any of its Administrators’ or End Users’) violation of these Terms may result in the suspension or termination of any or all End User accounts, Administrator Accounts and the Customer Account. Customer will not make any representation, warranty or guaranty for or on behalf of SteadyServ or otherwise obligate SteadyServ in any manner. Customer will prevent unauthorized use of its associated accounts and will immediately terminate any unauthorized use of which it becomes aware. Customer will promptly notify SteadyServ of any unauthorized use of or access to the Service of which it becomes aware.  Customer agrees that its use of the Service and its payment for the Service hereunder are neither contingent upon the delivery of any future functionality or features nor dependent on any oral or written statements made by SteadyServ regarding future functionality or features.

4.  Restrictions.  Customer will not rent, lease, lend, sell, transfer, redistribute, or sublicense the Software, the Hardware or the Service and, if Customer sells or otherwise transfers a device on which the Software is installed to a third party, Customer must remove the Software from such device before doing so. Customer may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, the Hardware or the Service, any updates, or any part thereof.  By downloading and using the Software and the Service, Customer agrees to use the Software and the Service in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions in these Terms as they may be amended by SteadyServ from time to time, and Customer agrees to discontinue all use of the Software and the Service if Customer does not agree with the terms of these Terms or any Amended Terms.  While SteadyServ does not charge for the Software, Customer’s carrier’s data rates may apply to use of the Software and the Service.

The following requirements apply to Customer’s use of the Service:

• Customer will not use any electronic communication feature of the Service for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful;

• Customer will not use the Service to upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the SteadyServ of such rights;

• Customer will not collect or store personal data about other users of the Service; • Customer will not use the Service for any commercial purpose not expressly approved by SteadyServ in writing;

• Customer will not use the Service to upload, post, email, or otherwise transmit any advertising or promotional materials, including without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication;

• Customer will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment;

• CUSTOMER WILL NOT UNDER ANY CIRCUMSTANCES ENABLE AN INDIVIDUAL UNDER THE LEGAL DRINKING AGE TO USE THE SERVICE; and

• Customer will not use the Software or the Service when Customer is driving a motor vehicle, even if doing so is legally permitted in Customer’s location.

5.  Hardware.   Use of the Service involves the installation and use of Hardware integral to the provision of the Service to the Customer.  Customer grants SteadyServ and its designees a limited license  to enter Customer’s premises in order to install, replace, repair, remove or check on the status of the Hardware. Customer agrees to take reasonable steps to prevent damage or deterioration of the Hardware, beyond reasonable wear and tear that may occur to Hardware.

6.  Payment and Taxes. Subscription fees are based on the Service level subscribed to by Customer during the Customer Account creation process.  Payment of subscription fees is due monthly in advance, and Customer grants SteadyServ the right to automatically charge Customer’s credit card on file with Customer’s Account Information on the first day of each month in the amount of the monthly subscription fees due.  Customer is responsible for any Taxes, and Customer will pay SteadyServ all subscription fees due hereunder without any reduction for Taxes.

For questions or assistance regarding billing or payment matters, you may contact SteadyServ at billing@SteadyServ.com.

7.  Support and Maintenance. SteadyServ will provide support to Customer to assist its Administrators and End Users with use of the Service.  For customer support, please contact SteadyServ’s Customer Support email or toll-free number provided in Section 2 of these Terms of Service.  In the event that the Hardware is damaged or otherwise not functioning properly, SteadyServ will work with Customer to promptly remove the damaged Hardware and install replacement Hardware.  Notwithstanding the foregoing, if the Hardware is damaged or otherwise not functioning properly due to the willful acts of the Customer, or Customer’s employees, customers or guests, SteadyServ reserves the right to charge Customer the cost of the Hardware and a service fee related to removal, repair, replacement and/or re-installation.

8.  Data Security. SteadyServ has implemented certain technical and organizational measures designed to prevent accidental loss of and unauthorized access to and use of Data.  SteadyServ does not guarantee that unauthorized third parties will be unable to obtain access to the Data, and Customer acknowledges that the Data is stored at Customer’s own risk. Electronic communications using the Service may not always be encrypted. Customer acknowledges that there is a risk that Data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between Customer and SteadyServ or between Customer and other parties. SteadyServ and its affiliates, and agents are permitted, but not obligated, to review or retain Customer’s communications made or transmitted through use of the Service. SteadyServ may monitor Customer’s communications to evaluate the quality of service Customer receives, Customer’s compliance with these Terms, the security of the Service, or for other reasons.  Customer agrees that such monitoring activities will not entitle Customer to any cause of action or other right with respect to the manner in which SteadyServ or its affiliates or agents monitor Customer’s communications and enforces or fails to enforce these Terms. In no event will SteadyServ or any of its affiliates or agents be liable for any costs, damages, expenses, or any other liabilities incurred by Customer as a result of monitoring activities by SteadyServ or its affiliates or agents.

9.  Third Party Sites.  The Service may contain links to other sites.  SteadyServ does not control such other sites, and SteadyServ and its affiliates and agents make no representations whatsoever concerning the content, accuracy, security or privacy of those sites. The fact that SteadyServ has provided a link to a site is not an endorsement, authorization, sponsorship, or affiliation with respect to such site, its owners or providers. There are risks in using any information, software, or products found on the internet, and SteadyServ cautions Customer to make sure Customer understand these risks before retrieving, using, relying upon, or purchasing anything via the internet. Customer agrees that under no circumstances will Customer hold SteadyServ or its affiliates or agents liable for any loss or damage caused by use of or reliance on any content, goods, or services available on other sites.

10.  Privacy. SteadyServ’s Privacy Policy is published at SteadyServ.com/privacy/. By using the Service, Customer acknowledges, accepts and agrees with all provisions of the Privacy Policy, including, without limitation, the use of Customer’s account information and the Content in accordance with such Privacy Policy.  Customer further agrees that SteadyServ may, in its sole discretion, revise the Privacy Policy from time to time, and Customer’s continued use of the Service (by Administrators or End Users) following a revision to the Privacy Policy indicates Customer’s acceptance of those terms.

11.  Content. Data collected and compiled by SteadyServ through the Hardware, the Website, the Software and the Service and any resultant data therefrom is and will become the property of SteadyServ, and SteadyServ may use this data in aggregated form in any way SteadyServ desires in its sole discretion.  Additionally, any Content, excluding Personally Identifiable Information, will become the property of SteadyServ.  Should Customer (or any Administrator or End User) submit any Contribution to SteadyServ, Customer acknowledges and agrees that: (i) the Contribution does not contain confidential or proprietary information; (ii) SteadyServ is not under any obligation of confidentiality, express or implied, with respect to the Contribution; (iii) SteadyServ will be entitled to use or disclose (or choose not to use or disclose) such Contribution for any purpose, in any way; (iv) SteadyServ may have something similar to the Contribution already under consideration or in development; (v) the Contribution will automatically become the property of SteadyServ without any obligation of SteadyServ to Customer, or its Administrator or End User, as the case may be; and (vi) neither Customer nor any Administrator nor any End User is entitled to any accounting, compensation or reimbursement of any kind from SteadyServ under any circumstances. Notwithstanding the foregoing, Account Information about Customer, including Personally Identifiable Information will remain Customer’s property, and SteadyServ will use Personally Identifiable Information only for purposes necessary for the provision of the Service.  To this end, by using the Service and uploading Customer Information, Customer grants SteadyServ a license to display, perform and distribute the Customer Information and to modify (for technical purposes, e.g., making sure content is viewable on smart phones as well as computers) and reproduce such Customer Information to enable SteadyServ to operate the Service. Customer also agrees that SteadyServ has the right to elect not to accept, post, store, display, publish or transmit any Customer Information in its sole discretion. Customer agrees that these rights and licenses are royalty free, irrevocable and worldwide (for so long as the Customer Information is stored with or by SteadyServ), and includes a right for SteadyServ to make such Customer Information available to, and pass these rights along to, others with whom SteadyServ has contractual relationships related to the provision of the Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose the Customer Information to third parties if SteadyServ determines such access is necessary to comply with its legal obligations.

If Customer elects to use any third party service or application that is integrated with SteadyServ, Customer also agrees that the licenses granted to SteadyServ in the preceding paragraph will apply to the Customer Information that is submitted or uploaded through such third party service or application. If the third party service or application Customer elects to use would access or extract the Customer Information, Customer grants SteadyServ the right and license to enable such access to the Customer Information.

Inasmuch as SteadyServ relies upon Customer’s rights to upload and distribute the Customer Information, Customer represents and warrants to SteadyServ that it has the unfettered legal right and authority to submit the Customer Information to SteadyServ and to make any publication or other distribution of that Customer Information in Customer’s use of the Service. Customer also represents to SteadyServ that, by submitting the Customer Information to SteadyServ and granting SteadyServ the rights described in these Terms, Customer is not infringing the rights of any person or third party.

12.  Confidentiality. Customer will protect and prohibit disclosure to third parties of any of SteadyServ’s Confidential Information, and Customer will restrict its use, and will cause its Administrators’ and End Users’ to restrict their use, of SteadyServ’s Confidential Information solely as need to use of the Service for Customer’s own internal purposes.  Customer agrees to exercise the highest degree of care in safeguarding SteadyServ’s Confidential Information from unauthorized use, publication or disclosure to others and to return all SteadyServ Confidential Information to SteadyServ upon Termination. Confidential Information means and includes (i) any and all information, know-how and data, technical or non-technical, trade secrets (including as defined by the Indiana Trade Secrets Act, Ind. Code § 24-2-3-1, et. seq., as amended), and any other confidential and proprietary information, in any form or medium, about or relating to SteadyServ, its business, vendors, suppliers and existing as well as prospective customers and clients, its business proposals, prospective and existing projects, notes, methods of operation and/or conducting business and/or managing relationships, its internal controls, internal processes, plans, services, techniques, financial information, advertising information, marketing information, pricing information, staffing information, personnel information, employee information, employee lists, contractor information, contractor lists, original works of authorship, works made for hire, creations, other intellectual property, and other information that is not generally known to non-SteadyServ personnel and (ii) information learned, observed, collected or discovered about SteadyServ and/or its proprietary information during any site visit to any facility using the Service (whether owned, leased or otherwise contracted or arranged by SteadyServ).  Confidential Information excludes information that: (i) becomes generally known or available to the public without breach of these Terms;(ii) is known to the Customer at the time of disclosure, as evidenced by written records of Customer; (iii) is known or independently developed by Customer and can be proven through written records of Customer; (iv) is disclosed to Customer in good faith by a third party who has an independent right to such subject matter and information; or (v) is expressly required by law, government rule, regulation, executive order, court order or in connection with litigation between the parties, provided that Customer uses its best efforts to limit the scope and duration of such disclosure to the strictest possible extent, including without limitation cooperating with SteadyServ to secure an appropriate protective order, prior to any such disclosure.

13.  Intellectual Property Rights. Except as expressly set forth herein, these Terms do not grant either party any rights, implied or otherwise, to the other’s intellectual property, including without limitation patents, trademarks, copyrights or trade secrets. No title to or ownership of or other rights in or to the Service or the Software is transferred to Customer under these Terms or by using the Service or the Software.  Any discoveries, improvements, know how or other intellectual property developed as part of the provision of Service to Customer will be the property of SteadyServ, and Customer will have no right, title or interest in such intellectual property.

14.  Third Party Requests. Customer acknowledges and agrees that, as between the parties, Customer is responsible for responding to Third Party Request. If SteadyServ receives a Third Party Request (including but not limited to criminal or civil subpoenas or other legal process requesting Customer or End User data), SteadyServ will, to the extent allowed by the law and by the terms of the Third Party Request, direct the Third Party to Customer to pursue the Third Party Request.  SteadyServ retains the right to respond to Third Party requests for Customer data where SteadyServ determines, in its sole discretion, that it is required by law to comply with such a Third Party Request.

15.  Warranty to Contract. Each party represents and warrants to the other that it has the requisite power and authority to enter into these Terms and perform in accordance with the terms herein. Customer further represents and warrants that the individual who completes the Administrator Account registration process and accepts these Terms is authorized to do so on Customer’s behalf.  Customer agrees to be bound by any affirmance, assent, or agreement transmitted to SteadyServ using the Service or the Software (including any made by an Administrator or End User affiliated with Customer), including but not limited to any consent given to receive communications from SteadyServ solely through electronic transmission.

16.  Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STEADYSERV DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY HERETO, ITS AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES IN THESE TERMS. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, STEADYSERV DOES NOT WARRANT THAT THE SERVICE, THE SOFTWARE OR THE HARDWARE WILL MEET ALL REQUIREMENTS OF CUSTOMER, OR THAT THE OPERATION OF THE SERVICE, THE SOFTWARE OR THE HARDWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SERVICE, THE SOFTWARE OR THE HARDWARE WILL BE CORRECTED. FURTHER, STEADYSERV IS NOT RESPONSIBLE FOR ANY DEFECT OR ERROR RESULTING FROM THE MODIFICATION, MISUSE OR DAMAGE OF ANY OF THE HARDWARE OR THE SOFTWARE OR THE SERVICE.  STEADYSERV DOES NOT WARRANT AND WILL HAVE NO LIABILITY WITH RESPECT TO THIRD PARTY SOFTWARE, HARDWARE, OR OTHER NON-STEADYSERV PRODUCTS, INCLUDING WITHOUT LIMITATION ANY CARD PAYMENT SERVICES OR SOFTWARE.

17.  Indemnification by Customer. To the maximum extent permitted by applicable law, Customer agrees to indemnify and hold SteadyServ, its subsidiaries, affiliates, officers, directors, managers, members, agents, employees and partners harmless from and against any and all liabilities, damages, losses and expenses (including legal and other professional fees) arising from or in any way related to the Service, the Software or the Hardware, or the installation or use thereof.  In the event of such claim, SteadyServ will provide notice of the claim, suit or action to Customer using the contact information provided by Customer, provided that any failure to deliver such notice to Customer will not eliminate or reduce Customer’s indemnification obligation hereunder, except to the extent Customer can establish that it was prejudiced by such failure.

18.  Limitation of Liability. STEADYSERV’S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER WILL IN NO EVENT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY CUSTOMER TO STEADYSERV FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIATON OF ANY CLAIM FOR DAMAGES.  EXCEPT FOR INDEMNIFICATION CLAIMS AND CLAIMS FOR BREACH OF CONFIDENTIALITY, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) ARISING OUT OF OR RELATING TO THESE TERMS, THE SOFTWARE, THE HARDWARE, THE SERVICE AND/OR THE TERMINATION OR NON-RENEWAL OF THE SERVICE.  WITHOUT LIMITING THE FOREGOING, STEADYSERV WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR INJURIES ARISING OUT OF OR OTHERWISE RELATED TO THE HARDWARE, OR THE INSTALLATION THEREOF.

19.  Term. These Terms will be effective upon the Effective Date and will continue until Customer’s use of the Service is  terminated.  Customer may reduce or change the number of Administrator Accounts or End User accounts with access to the Service at any time using the Administrator Account, which reduction or change will be effective within forty-eight hours and Customer will be charged accordingly.

20.  Termination. SteadyServ may terminate these Terms immediately in the event of a material breach by Customer (or any of its Administrators or End Users) of its obligations under these Terms. Termination of these Terms will, as of the effective date of such termination, terminate Customer’s (and each of its Administrators’ and End Users’) access to the Service, the Software, the Hardware, and all other rights granted to Customer hereunder; provided, however, that any termination is without prejudice to the enforcement of any undischarged obligations existing at the time of termination.

21.  Entire Agreement. The Terms constitute the entire agreement between SteadyServ and Customer with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements and agreements. Any terms and conditions in a Customer-issued purchase order, if any, do not apply to these Terms and are null and void. In the event any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable for any reason, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of these Terms will remain in full force and effect. The parties further agree that in the event such provision is an essential part of these Terms, they will negotiate in good faith a replacement provision to replicate the intention of such provision to the maximum extent permitted under applicable law.

22.  Notices. Any notices provided hereunder may be delivered by any of the following methods:  (i) in person; (ii) a nationally-recognized next day courier service, (iii) postage-paid, first class, registered or certified mail; or (iv) electronic mail to the email address of the party specified in these Terms or such other email address as either party may specify in writing.  Legal notices to SteadyServ should be directed to legal@steadyserv.com.  Notices so given will be effective upon receipt by the party to which notice is given, or on the fifth day following mailing, whichever occurs first.

23.  Governing Law. These Terms will be governed and construed in accordance with the laws of the State of Indiana, without regard to the principles of conflicts of laws thereunder.  Customer irrevocably agrees to the exclusive jurisdiction of the courts located in Hamilton County, Indiana, for any claim, dispute, or matter arising out of, in connection with, or concerning these Terms.  The Receiving Party waives any objection to proceedings in such courts on the grounds of venue or inconvenient forum. Nothing in this clause will limit the right of SteadyServ to take proceedings against the Receiving Party in any other court of competent jurisdiction to the extent permitted by the laws of such other jurisdiction.

24.  Agreement, Successors and Assigns. The terms and conditions of these Terms will inure to the benefit of and be enforceable by each of SteadyServ and Customer and their permitted successors and assigns. Except as set forth in the immediately following sentences, neither party will assign these Terms or any right or interest under these Terms, nor delegate any obligation to be performed under these Terms, without the other party’s prior written consent. Notwithstanding the foregoing, these Terms will inure to the benefit of, and be binding upon, any legal successor to all or substantially all of the business and assets of either party, where such succession occurs in connection with a merger, sale of assets, corporate restructuring or otherwise by operation of law, and SteadyServ reserves the right to assign these Terms to any SteadyServ affiliate or successor. Any attempted assignment or delegation in contravention of this provision will be void and ineffective.

25.  Relationship of the Parties. As between SteadyServ on the one hand and Customer (or any of its Administrators or End Users) on the other hand, nothing contained in these Terms will place the parties in the relationship of partners, joint venturers or principal and agent as it is not the purpose of these Terms to define or alter a relationship.  Neither party is authorized to assume or undertake any obligation of any kind on behalf of the other party by virtue of these Terms.

26.  Force Majeure. If either party is prevented from performing any portion of these Terms (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, such defaulting party will be excused from performance for the period of the delay and for a reasonable time thereafter.

27.  Construction. The headings included in these Terms have been inserted for convenience and will not modify, define or limit the express provisions of these Terms. All pronouns will be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require. The parties hereto confirm that (i) each has had the opportunity to review these Terms with legal counsel of their own choosing and (ii) they understand the terms of, and voluntarily and knowingly enter into, these Terms with the intent of being legally bound by the terms hereof.

28.  Waiver and Amendment. SteadyServ, in its sole discretion, may amend the Terms at any time, and in such case, SteadyServ will publish the Amended Terms on the Website. In addition, SteadyServ will attempt to provide Customer with notice by e-mail, sent to the address Customer has provided to SteadyServ, of the Amended Terms.  Customer’s continued use of Service after the effectiveness of any Amended Terms will be deemed to represent Customer’s consent to be bound by, and agreement with, Amended Terms. No waiver, amendment or modification of any provision of these Terms, and no variance from or addition to the terms and conditions of these Terms in any purchase order or other written notification, will be effective unless in writing and agreed to by the parties hereto. No failure or delay by either party in exercising any right, power or remedy under these Terms will operate as a waiver of such right, power or remedy. No waiver of any term, condition or default of these Terms will be construed as a waiver of any other term, condition or default. These Terms will not be supplemented or modified by any course of dealing or usage of trade.

29.  Survival. The provisions hereof necessary to enable the parties to enforce their rights hereunder will survive Termination indefinitely.

30.   Definitions. All capitalized terms used within this Terms of Service will have the following meanings:

i. “Account Information” means any information input into Customer’s profile in Customer’s Account by or on behalf of Customer, including but not limited to information related to Customer’s identity, Customer Payment Information, and other subscription information;

ii. “Administrator Account” means that account used by Customer’s designated Administrator(s);

iii. “Administrator” means an End User designated by Customer to perform a number of administrative functions including, but not limited to, granting other End Users access, reviewing and editing Account Information, renewing the Service, selecting subscription levels and Purchased System Components, and suspending or terminating End User access to the System;

iv. “Content” means any communications or material of any kind that Customer emails, posts, or otherwise transmits to SteadyServ through the Service, including without limitation questions, comments, or suggestions;

v. “Contribution” means any ideas, concepts, know-how, techniques, suggestions, documents, or proposals relating to the Service (or other products or services);

vi. “Customer” means any individual or business, as the case may be, who has signed up for the Service;

vii. “Customer Account” means an account set up by Customer for its access to and use of the System, including any End User Accounts that Customer may create from time to time;

viii. “Customer Information” means any Personally Identifiable Information and any other information that is determined not to be the property of SteadyServ;

ix. “Customer Payment Information” means the account number and other confidential information related to the bank and/or credit card account(s) designated in the Customer Account

x. “Customer Rules” means those rules that Customer may establish for its Administrators and End Users regarding access to and use of the Service;

xi. “Data” means SteadyServ’s copies of any and all information, including Customer Data except specifically excluding Customer Payment Information, obtained or generated by (1) SteadyServ (or its permitted successors or assigns) through its delivery of the System to Customer or communications with Customer, (2) the Software, (3) Customer’s use of the System, and/or (4) outside sources;

xii. “Distributor” means any individual or entity who is participating as a reseller, distributor, or installer of the Service, the Software, or the Hardware;

xiii. “Effective Date” means the date that this Terms of Service was accepted by Customer, Administrator, or End User;

xiv. “End User” means any individual, including an Administrator, who is authorized by Customer to have access to or otherwise use the System;

xv. “Hardware” means any tangible personal property provided by SteadyServ and used by Customer in connection with the System, including the SaaS Critical Components and other components and accessories that may be available from SteadyServ from time to time for use with the System;

xvi. “Personally Identifiable Information” means personal information about Customer, including name, payment information, and contact information, including email addresses and phone numbers;

xvii. “Portal” means the web portal provided by SteadyServ for accessing the Service and Customer Account, which is currently found at https://portal.steadyserv.net, as it may be changed from time to time in SteadyServ’s sole discretion;

xviii. “Privacy Policy” means the policy of SteadyServ regarding the collection and use of Data, Customer Payment Information, and other information, which is currently set forth at SteadyServ.com/privacy, which may be amended from time to time at SteadyServ’s sole discretion, and which is incorporated by reference into this Agreement;

xix. “Privacy Policy Amendments” means any amendments or modifications to or restatements of the Privacy Policy;

xx. “Purchased System Components” means the components of the System that Customer has purchased or subscribed to or for, from time to time;

xxi. “Report” means any summary, analysis, repackaging or presentation of Data by SteadyServ or the System;

xxii. “Retailer” means any individual or entity who accesses or uses the Service, Software, or Hardware in connection with its inventory maintenance or other provision of services to its customers, including without limitation bar, brewery, and restaurant owners;

xxiii. “Service” means any and all services provided by SteadyServ to the Customer; xxiv. “Software” means the software applications that enable Customer and its End Users to access or utilize the System;

xxv. “SteadyServ” means SteadyServ® Technologies, LLC, an Indiana limited liability company;

xxvi. “System” means the Services, the Software, the Hardware, the Website, the Portal, the Data, the Reports and anything else that SteadyServ is providing to, for the benefit of or otherwise relating to the Customer;

xxvii. “Taxes” means any taxes, including, without limitation, any sales, use, value added, and property taxes, imposed upon Customer’s use of the System, consumption of the Service, and/or ownership of Hardware;

xxviii. “Terms” and “Amended Terms” means those provisions set forth herein and in the Privacy Policy, and any user guidelines and other terms or conditions that may be presented to Customer from time to time in connection with specific Service offerings; as the Terms may be amended by SteadyServ from time to time, at SteadyServ’s sole discretion; xxix. “Third Party Request” means a request from a third party for records relating to Customer’s use of, or Content stored as part of, the Service; and

xxx. “Website” means the website provided by SteadyServ found at SteadyServ.com, as it may be changed from time to time in SteadyServ’s sole discretion.