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Cairnstack Software

End User License Agreement

This Terms of Use Agreement (“Agreement”) is entered into between Cairnstack Software LLC., acting through one of its business units (“PTIprint”,”TRXio”, “Vital Mgmt”, ‘Bi4Ci”,”MorTrack”, or “MorTrack+), and the Customer or End User (defined below), as applicable. This Agreement governs the use of Cairnstack Software LLC products and services (the “Service” or “Services”).

 

You are the “Customer” under this Agreement if you are (a) an individual ordering Services; or (b) an organization ordering Services to be used by one or more of your personnel. If you are an organization ordering Services, the individual who agrees to this Agreement on your behalf must have the authority to bind the organization and its Personnel or Users to this Agreement. If you are an educator ordering Services to be used by students in an educational environment, the individual who agrees to this Agreement must (1) have authority to bind the educational institution of which you are a part on its behalf, (2) agree to be bound by the Agreement on behalf of your students, (3) acknowledge that you are responsible for such students’ use of the Services, and (4) affirm that you are authorized by the jurisdiction in which you operate to consent to the Agreement on behalf of such students.

 

You are the “End User” under this Agreement if you are using the Service in your capacity as an end user, including as an individual Customer or as an individual authorized to use the Service by an organization who is a Customer.

 

If we do not specify whether certain language applies to an End User or Customer, then our use of “you” applies to both End Users and Customers.

 

BY CREATING AN ACCOUNT, SIGNING IN VIA A WEB BROWSER OR MOBILE APP OR APPLICATION PROGRAMMING INTERFACE, AND/OR USING ANY SOFTWARE AND/OR APPLICATIONS (COLLECTIVELY, “SOFTWARE”) PROVIDED TO YOU OR YOUR ORGANIZATION BY OR ON BEHALF OF CAIRNSTACK SOFTWARE LLC IN CONNECTION WITH YOUR USE OF THE SERVICE, YOU ACKNOWLEDGE AND AGREE THAT (1) YOU HAVE READ THIS AGREEMENT; (2) YOU UNDERSTAND IT; (3) YOU ARE BOUND BY ITS TERMS; (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE ORGANIZATION NAMED AS THE CUSTOMER, AND TO BIND SUCH CUSTOMER TO THIS AGREEMENT; AND (5) YOU MAY RECEIVE, WITHOUT FURTHER NOTICE OR PROMPTING, UPDATED VERSIONS OF THE SOFTWARE. IF YOU DO NOT AGREE TO THE FOREGOING, YOU MAY NOT ACCESS OR USE THE SOFTWARE.

 

IF YOU ACCESS THE SERVICE THROUGH ANY MEANS OTHER THAN AN UNMODIFIED CAIRNSTACK SOFTWARE LLC MOBILE OR WEB CLIENT, THEN IN ADDITION TO THIS AGREEMENT YOU ALSO ARE SUBJECT TO THE TERMS AND CONDITIONS OF CAIRNSTACK SOFTWARE LLC’S API AGREEMENT (AS AMENDED FROM TIME TO TIME). THE API AGREEMENT IS PRESENTED TO YOU UPON INITIAL ACCESS TO THE CAIRNSTACK SOFTWARE LLC DEVELOPER PORTAL.

 

This Agreement sets forth the terms and conditions of your use of the Cairnstack Software LLC Software and Service. Your use of, and participation in, certain aspects of the Service (e.g., purchasing or accessing an application via the Cairnstack Software LLC App Store) may be subject to supplemental terms (e.g., the “Cairnstack Software LLC App Store Terms” and the applicable Application EULA). Such supplemental terms will either be set forth at the end of this Agreement or will be presented to you in a separate document for your acceptance when you sign up to use the supplemental service(s). If any term of this Agreement is inconsistent with any supplemental terms, the supplemental terms shall control with respect to the aspect or aspects of the Service covered thereby.


 

THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

 

We do not sell individual customer names or nonpublic personal information to third parties. Our privacy policy, available at https://www.Cairnstack.com/privacy-policy describes our collection, use and disclosure practices regarding any personal information that you provide to us.

 

PLEASE NOTE THAT THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY CAIRNSTACK SOFTWARE LLC IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Cairnstack Software LLC will make a new copy of the Agreement available on its website and/or within its application(s). In the event any new supplemental terms are created, Cairnstack Software LLC will make them available from within, or through, the affected aspect of the Service on our website and/or within the application(s). We will also update the “Last Updated” date at the top of this Agreement. Any such changes will be effective immediately for both new and existing Customers and End Users of the Service. Cairnstack Software LLC may require Customers and/or End Users to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. Continued use of the Service constitutes acceptance of such change(s).

 

IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT: Cairnstack Software LLC at: Legal@Cairnstack.com

 

YOUR CONTENT

Ownership: The Customer maintains ownership of and responsibility for the following while using the Service: (1) Customer’s and, as applicable, its End Users’ files,item data, images, documents, or similar material or information submitted or transmitted to, or stored or otherwise used in connection with the Service by such Customer or End User, and (2) any specific output generated by the Service, if any, based on any of the foregoing (collectively, “Content”). By creating, submitting or transmitting to, posting or otherwise making your Content available to Cairnstack Software LLC and/or others, you acknowledge and agree that (1) you have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of your Content, (2) you will evaluate and bear all risks associated with your Content, and (3) under no circumstances will Cairnstack Software LLC and/or its affiliates, agents and licensors and each of their respective officers, directors, and employees be liable in any way for your Content as you transmit or otherwise use it, including but not limited to any errors or omissions.

Availability and Security: While Cairnstack Software LLC will use commercially reasonable efforts to provide continuous access to its Service, and to enable the export of Content in industry standard flat file formats, Cairnstack Software LLC does not guarantee that any Content will be available or useable by Customer following the termination of Customer’s subscription or otherwise. Moreover, Cairnstack Software LLC cannot realistically offer a 100% guarantee of the security of any Content. Customers are encouraged to practice effective and secure content retention practices or consider a dedicated backup instance of the application,datasets and insurance policies through our Enhanced service level agreement offerings.

Permissions: The Service enables the Customer to specify the level at which access to and usability of Content is permitted to End Users. Customer is solely responsible for establishing the appropriate level of permissions to Customer’s Content.

Cairnstack Software LLC Access: Cairnstack Software LLC personnel will not access personally identifiable Content that Customer has not made publicly accessible except (1) as part of providing, maintaining, securing or modifying the Service for you and/or other users, (2) via automated tools intended to address or prevent a service, support or technical issue, (3) at your request or with your consent given to Cairnstack Software LLC technical support team and/or other personnel as part of addressing or preventing a service, support or technical issue, (4) in connection with legal obligations or proceedings as described below, or (5) as otherwise described in Cairnstack Software LLC Privacy Policy.

Confidentiality: Subject to Section 1(g)(ii)(1-5), personally identifiable Content, exact inventory levels, orders relating to any specific identifiable individual’s data shall be considered the confidential information of Customer, with the exception of any Content that: (1) is or becomes generally known to the public without Cairnstack Software LLC breach of this Agreement, (2) was known to Cairnstack Software LLC prior to its disclosure by you without breach of any obligation owed to you, (3) is sent to or received from a third party without breach of any obligation owed to you, or (4) was independently developed by Cairnstack Software LLC (“Confidential Information”). In hosting and otherwise using personally identifiable Confidential Information, Cairnstack Software LLC will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees (1) not to use any personally identifiable confidential Information for any purpose outside the scope of this Agreement and the Privacy Policy, and (2) except as Customer otherwise permits in writing, to limit access to Customer’s personally identifiable Confidential Information to those of Cairnstack Software LLC and Cairnstack Software LLC affiliates’ employees, contractors, service providers and agents who need such access for purposes consistent with this Agreement, and who are subject to confidentiality obligations with Cairnstack Software LLC containing protections no less stringent than those herein.

Legal Disclosure: Cairnstack Software LLC may disclose Confidential Information if it is compelled by law to do so, provided that Cairnstack Software LLC provides customers with prior notice of such compelled disclosure (to the extent legally permitted). Customer agrees and acknowledges that Cairnstack Software LLC may access and disclose Customer’s Content to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Cairnstack Software LLC and/or its affiliates, agents, licensors and each of their respective officers, directors and employees, or at your request. If disclosure is made at Customer’s request, Customer may be responsible for the cost of compiling and providing access to such Content.

Intellectual Property: In your use of the Service, you agree to respect others’ intellectual property and other rights. In particular, you will not upload, submit or otherwise transmit any Content that:

Infringes any patent, trademark, trade secret, copyright or other proprietary right of any person or entity; or

You do not have a right to transmit under any other law or contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or other nondisclosure agreements).

Cairnstack Software LLC permits you to publish your Content (in the case of End Users, subject to any privacy settings selected by Customer), including in the form of information designated for public sharing or otherwise published to the public (“Public Information”), and allows you to participate in public community forums through postings. All content created by an abandoned or expired trial or Pilot Plan User, and all Content contained therein, is made public and therefore considered a Public. A “an abandoned or expired trial” is defined as a User of the now expired or abandoned version of the Service. For the avoidance of doubt, (a) Users of an abandoned or expired pilot or trial trial versions and/or users of the education plan version of the Service are not Free Plan Users; and (b) comments made by any User of the Service in a non-Public Document are non-public Content.

If you choose to publish a Public Information or post in the forums, other End Users (and in some cases, the general public) will be able to view, copy and transfer or save any such Content, inside or outside the Service. Any such Content, once published and/or posted, is non-confidential.

For any Public Information owned by an abandoned or expired Licensed User without a currently in-force LICENSE, Customer grants a worldwide, royalty free and non-exclusive license to any End User or Cairnstack Software LLC approved third party accessing the Public Information to use the intellectual property contained in Customer’s Public Information without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the information, and to permit persons to whom the Public Information is made available to do the same.

Cairnstack Software LLC shall have no liability for any damages resulting from the use or misuse by any third party of Customer’s published Public information or your postings or public facing landing pages. IF YOU CHOOSE TO MAKE A PUBLIC FACING LANDING PAGE OR INFORMATION OR FORUM POSTING AVAILABLE TO THE PUBLIC IN THESE WAYS OR OTHERWISE IN CONNECTION WITH YOUR USE OF THE SERVICE, YOU DO SO AT YOUR OWN RISK.

Cairnstack Software LLC shall have the right to remove any Content you make publicly available that violates this Agreement or is otherwise objectionable, as determined by Cairnstack Software LLC in its sole discretion.

Feedback: If you choose to provide Cairnstack Software LLC with ideas, suggestions, improvements, documents, proposals and/or other feedback with respect to Cairnstack Software LLC’s Software, Service or Documentation (as defined below) (including but not limited to problems and errors encountered in using the Service, and ideas for enhancements of the Service), we shall be free to use such materials in any manner and for any purpose (including, without limitation, incorporation into Cairnstack Software LLC products, services and advertising and marketing materials, and developing and marketing products and services) without liability or compensation to you or restriction of any kind. You hereby assign to Cairnstack Software LLC all right, title, and interest to all such information provided to Cairnstack Software LLC, and all enhancements resulting from such information, and all property rights therein including, without limitation, all patent, copyright, trade secret, trademark, moral right or other intellectual property rights.

Standard Use Regulated Data: You agree that the Content will not include:

any information, or documents or technical data that are U.S. Government Classified, Controlled Unclassified Information, ITAR or EAR controlled or otherwise have been determined by the United States Government or by a foreign government to require protection against unauthorized disclosure for reasons of national security; or

any data that is “protected health information (ePHI), including any medical, demographic, visual or descriptive information that can be used to identify a particular patient/individual” and/or any other data subject to the U.S. “Health Insurance Portability & Accountability Act of 1996” and regulations promulgated under that Act.


HEALTH INFORMATION AND PRIVACY

If you intend to use the Software to hold ePHI Content, your related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are NOT “HIPAA-ready” or “HIPAA-compliant” UNLESS specifically noted and identified as “HIPAA compliant”Software or application.  Any subscriber license or software not listed as HIPAA compliant specifically will NOT assist with or ensure compliance with HIPAA guidelines or regulations, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.  

HIPAA compliant services are available with access to HIPAA compliant infrastructure and URL schemes and must be specified in advance of use for compliance. For more information see the BAA documentation for details.

 

RIGHT TO USE SERVICE; OWNERSHIP; ACCESS TO SERVICE

License: Subject to your compliance with the terms of this Agreement, Cairnstack Software LLC hereby grants to you a non-exclusive, non- transferable, non-sublicensable, revocable right and license to access and use the Service you have ordered solely in accordance with the Documentation and the terms of this Agreement and any terms set forth on the order form, as applicable. Furthermore, with respect to any application accessed through the Cairnstack Software LLC mobile apps that may be downloaded from the Apple App Store (an “Apple App Store Sourced Application”), yous will only use the Apple App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.

Ownership: You acknowledge that (i) all right, title, and interest in and to the Service, the Software, and the online or other documentation (including online videos) provided by Cairnstack Software LLC describing the Service and its use (the “Documentation”), and all patents, copyrights, trade secret rights, trademarks, trade names, and other proprietary rights embodied therein or associated therewith, are and shall remain with Cairnstack Software LLC and/or its third party licensors; (ii) this Agreement conveys no right or interest in the Service, the Software or Documentation other than a limited right to use the Service in accordance herewith; and (iii) the Service, Software, and Documentation are protected by the copyright laws of the United States and international treaties.

Hardware; Passwords: You are responsible for obtaining and maintaining all of the hardware, software, Internet access, and other products and services that you may need to use the Service. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other login information (collectively, “Passwords”) that are provided to you or that are generated in connection with your use of the Service. You are the only person to whom the license described in Section 2(a) extends. No End User is permitted to allow any other End User to use its Passwords to access the Service, either as a means of effecting a shared group license or otherwise. You are fully and solely responsible for all activities that occur on the Service under your Passwords.

Ease of access: In order to provide you with ease of access to your account and to help administer the Service, Cairnstack Software LLC may implement and use technology that enables us to recognize you and provide you with direct access to your account without requiring you to retype any password or other user identification when you revisit the Cairnstack Software LLC service.

Testing: We continually update the Service. In addition, we continually test various aspects of the Service, including Cairnstack Software LLC’s website, user interfaces, service levels, plans, promotional features, delivery and pricing. We reserve the right to, and by using the Cairnstack Software LLC Service you agree that we may, include you in or exclude you from these tests without notice. We reserve the right in our sole and absolute discretion.

Suspension of Service: Your access to, and use of, the Service may be suspended temporarily for the duration of any scheduled maintenance or unscheduled downtime or unavailability of any portion, or all, of the Service for any reason, including as a result of power outages, system, or Internet failures or other interruptions. Cairnstack Software LLC also reserves the right to suspend a Customer’s subscription anytime with or without notification in order to protect Cairnstack Software LLC and Customer or End Users from what we believe to be fraudulent activity. Cairnstack Software LLC is not obligated to credit or discount a paid subscription for holds placed on it by either a representative of Cairnstack Software LLC or by our automated processes.

ACCESSING AND DOWNLOADING THE APPLICATION FROM APPLE APP STORE. The following applies to any Apple App Store Sourced Application:

You acknowledge and agree that (i) the terms of this Agreement are concluded between you and Cairnstack Software LLC only, and not Apple, and (ii) Cairnstack Software LLC, not Apple, is solely responsible for the Apple App Store Sourced Application and content thereof. Your use of the Apple App Store Sourced Application must comply with the Apple App Store Terms of Service.

You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App Store Sourced Application.

In the event of any failure of the Apple App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple 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 Apple App Store Sourced Application. As between Cairnstack Software LLC 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 Cairnstack Software LLC.

You and Cairnstack Software LLC acknowledge that, as between Cairnstack Software LLC and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Apple App Store Sourced Application or your possession and use of the Apple App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple 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 Cairnstack Software LLC acknowledge that, in the event of any third‐party claim that the Apple App Store Sourced Application or your possession and use of that Apple App Store Sourced Application infringes that third party’s intellectual property rights, as between Cairnstack Software LLC and Apple, Cairnstack Software LLC, 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 this Agreement.

You and Cairnstack Software LLC acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the Apple App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the Apple App Store Sourced Application against you as a third-party beneficiary thereof.

Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the Apple App Store Sourced Application.

USAGE RESTRICTIONS

Age: You must be at least thirteen (13) years old or an IT Administrator acting on behalf of a Qualified Educational Institution, an Educator, a Student, a team mentor in a qualified student competition, or a parent of a Student to use the Service. If you are a resident of the European Union, you must be at least sixteen (16) years old to use the Service without consent of the person or persons – a parent, guardian, or authorized teacher – who have parental responsibility for you.

Certain Obligations:

You shall not and shall not allow a third party to:

Attempt to copy, alter, modify, adapt, translate, or create derivative works of the Software or Documentation;

Attempt to remove or alter any proprietary notice or legends appearing in the Service, Software, or Documentation;

Analyze the Service, Software or Documentation for purposes competitive to Cairnstack Software LLC, or access or otherwise use the Service, Software or Documentation in order to build a similar or competitive service offering;

Attempt to reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of the Software, or create derivative works, compilations, or collective works thereof;

Attempt to use any component of the Software on a standalone basis;

Attempt to export the Service, Software, or Documentation;

Disclose or make any Password(s) available to any other person;

Allow unauthorized access to, or use of, the Service;

Use any robot, spider, scraper or other automated means to access the Service, or use any data mining, data gathering or extraction method;

Upload, post, email or otherwise send or transmit any material, including any software viruses or other computer code, files or programs, designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Service;

Use the Service or Software in any unauthorized or inappropriate way whatsoever, as determined in Cairnstack Software LLC’s reasonable judgment, including but not limited to, by trespass or burdening network capacity;

Use the Service in any manner to, in Cairnstack Software LLC’s sole judgment, harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other part; and

Post for public viewing Content that violates or encourages any conduct that would violate any applicable law or regulation or would give rise to civil liability, or that is in Cairnstack Software LLC’s sole judgment defamatory, vulgar, obscene, libelous, objectionable or inappropriate, or likely to promote illegal, harmful or objectionable activities.

Trial or Free Versions. Trial and free versions of the Service are made available by Cairnstack Software LLC. Trial versions of the Service are intended for evaluation purposes, and may be used for commercial or non-commercial purposes during the evaluation period. Free versions of the Service are intended to support (a) creating and editing intellectual property for non-commercial purposes, and (b) viewing, commenting and import/export for commercial or non-commercial purposes (to the extent the plan offers those features). If you intend to use the Service outside a trial context to create and/or edit intellectual property for commercial purposes. Trial and free versions of the Service are otherwise subject to the terms of this Agreement.

Monitoring and Investigations: Cairnstack Software LLC may, but is not obligated to, monitor or review Public Documents and/or posts to Cairnstack Software LLC’s community forum. Without limiting the foregoing, Cairnstack Software LLC shall have the right to remove any of your publicly accessible Content or forum posts that violate this Agreement, with or without prior notice to you. If Cairnstack Software LLC becomes aware of any possible violations by you of any provision of this Agreement, Cairnstack Software LLC reserves the right to investigate such violations and may, at its sole discretion, suspend or terminate your license to use Cairnstack Software LLC, with or without prior notice to you.

SUBSCRIPTIONS

Ongoing Nature of Subscription: Customer’s paid Cairnstack Software LLC subscription will automatically continue (e.g., year-to-year in the case of an annual paid subscription), unless and until either Customer or Cairnstack Software LLC provides the other with at least sixty (60) days’ written notice (prior to the end of the then-current subscription term) of such party’s intent not to renew its subscription. You must have Internet access to access and use the Service, and the Customer must provide us with a current, valid accepted method of payment (as it may be updated from time to time, “Payment Method”) in order to purchase and use a paid subscription.

Differing Subscriptions: Cairnstack Software LLC may offer a number of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations. The terms of your subscription will be disclosed at the time you sign up or in other communications made available to you. You can find specific details regarding your subscription within your account profile. We reserve the right to modify, terminate or otherwise amend our subscription plans at any time, in our sole and absolute discretion.

BILLING

Recurring Billing: By starting a paid Cairnstack Software LLC subscription and providing or designating a Payment Method, Customer authorizes us to charge Customer a subscription fee at the then current rate, and any other charges Customer may incur (either directly or through its End Users) in connection with Customers and its End Users’ use of the Cairnstack Software LLC Service, to Customer’s Payment Method. Customer acknowledges that the amount billed each period may vary for reasons that may include promotional offers, and/or changing a plan, and Customer authorizes us to charge Customer’s Payment Method for such varying amounts, which may be billed in one or more charges.

Price Changes: We reserve the right to adjust pricing for the Cairnstack Software LLC Service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Any price changes to Customer’s service will take effect following notice to you provided via email or notification within Cairnstack Software LLC’s Service.

PAYMENT

For Software licensed on a payment or subscription basis, the following terms apply, unless Cairnstack Software LLC notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:

Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise.

You must pay with one of the following:

A valid credit card acceptable to Cairnstack Software LLC; Such as Visa, Master Card, American Express; A valid and verified ACH account in good standing; Sufficient funds in a checking or savings account to cover a paper or electronic debit of the payment due; or By another payment option Cairnstack Software LLC provides to you in writing.

If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may immediately suspend or terminate your account, terminate your license and refuse any further use of the hardware and/or Software.

UNLESS YOU NOTIFY US TWO BUSINESS DAY BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE SUBSCRIPTION FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

 

TO CANCEL YOUR SUBSCRIPTION OR SOFTWARE LICENSING

To Cancel your subscription or licensing, You must call our office at 303-862-3000 to speak with support or sales personnel to state your reasons for cancellation no less than one (1) business day prior to your renewal date.

 Yes this is software, but we are real people who want to do the right thing for you, then the right thing for us. So constructive feedback is critical.  Upon a short conversation with our support or sales department, send an email with confirmation of your intention to cancel from the administrator user’s matching email address of your product's licensed account. This email must be received no less than one (1) business day prior to the renewal date of your licensing.  Any cancellation of licensing after one business day prior may incur additional and/or non-refundable licensing fees.

You can cancel your subscription at any time, and you will continue to have access to the services through the end of your defined billing period. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial-period (month or annual) subscriptions or licensing periods or unused service.  

There is no refund when you cancel your subscription before the renewal date. You’ll continue to have access to the subscribed platform through the end of your paid subscription period and will not be charged again at the following renewal anniversary.  

Any labels received are assigned to your account and cannot be refunded or transferred.   Hardware purchased from Cairnstack Software can be (at Cairnstack Software’s sole option) to offer a return of purchased hardware based on the length of time in use, the circumstances surrounding the return and the ability for the hardware to be resold based on physical condition.  Restocking fees apply in ALL instances and will be documented as part of any hardware return.  

Software add-ons licenses or integrations are only refundable based upon an incompatibility of the add-on’s intended use vs. what the user or purchaser  “wants” the integration to do. All offered Integrations are customizable, and are NEVER all encompassing or seamless. PERIOD. Special functions, enhanced integration requirements, or customizations are not covered by this incompatibility clause and do not warrant any refunds.

 

Refunds and Credits: PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. However, following the cancellation of any paid subscription, Customer and its End Users, as applicable, will continue to have access to Cairnstack Software LLC’s paid Service through the end of Customer’s current billing cycle. At any time, and for any reason, we may provide a refund, discount, or other consideration to any or all of our Customers (“credits”). The amount and form of such credits, and the decision to provide them, are at Cairnstack Software LLC’s sole and absolute discretion. The provision of credits in one instance does not entitle Customer to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstances.

 

Taxes: Customer shall be responsible for paying all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of Customer’s paid use of the Service under this Agreement, excluding income taxes on the net profits of Cairnstack Software LLC. Customer shall reimburse Cairnstack Software LLC for the amount of any such taxes or duties paid or incurred directly by Cairnstack Software LLC as a result of such paid use, and Customer agrees that Cairnstack Software LLC may charge any such reimbursable taxes to Customer’s Payment Method.

Payment Methods: Customer may edit Customer’s Payment Method information under certain circumstances by signing in to Customer’s account and clicking on “Manage account” in the dropdown menu under Customer’s user name. Alternatively, customers can contact customer support for assistance in editing Payment Method information. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and Customer does not edit the Payment Method information or downgrade or cancel Customer’s subscription, Customer remains responsible for any uncollected amounts and authorizes us to continue billing the Payment Method, as it may be updated. This may result in a change to Customer’s payment billing dates. For certain Payment Methods, the issuer of Customer’s Payment Method may charge you a foreign transaction fee or other charges, which is your financial responsibility. Customers should check with its Payment Method service provider for details.

SUPPORT. Cairnstack Software LLC will, as part of the Service, provide such support with respect to the Service as Cairnstack Software LLC deems appropriate.

INDEMNIFICATION. You agree to indemnify and hold Cairnstack Software LLC, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Cairnstack Software LLC Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your Content; (b) your use of, or inability to use, the Service or any other Cairnstack Software LLC user’s Content; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any users; or (e) your violation of any applicable laws, rules or regulations. Cairnstack Software LLC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Cairnstack Software LLC in asserting any available defenses. You agree that the provisions in this section will survive any termination of your subscription, this Agreement, or your access to the Service.

DISCLAIMER OF WARRANTIES. The Service is provided on an “as is” and “as available” basis, without warranty of any kind. Cairnstack Software LLC SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Without limiting the foregoing, Cairnstack Software LLC does not warrant that (i) the Service will meet your requirements; or (ii) the Service will operate without interruption or be error free. Furthermore, Cairnstack Software LLC is not responsible for delays, delivery failures, or any other unavailability, loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. It is acknowledged that the Service may be subject to limitations, delays, and other problems inherent in the use of the Internet, servers that are hosted by third party providers, and such related network and communications infrastructure.

LIMITATION OF LIABILITY. YOU RECOGNIZE THAT THE PRICE PAID FOR THE RIGHTS GRANTED TO YOU HEREIN MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE VALUE OF THE PRODUCTS TO BE DESIGNED, STORED, MANAGED OR DISTRIBUTED IN CONJUNCTION WITH THE SOFTWARE AND SERVICE. FOR THE EXPRESS PURPOSE OF LIMITING THE LIABILITY OF CAIRNSTACK SOFTWARE LLC AND ITS LICENSORS TO AN EXTENT WHICH IS REASONABLY PROPORTIONATE TO THE COMMERCIAL VALUE OF THIS TRANSACTION, YOU AGREE TO THE FOLLOWING LIMITATIONS ON CAIRNSTACK SOFTWARE LLC AND ITS LICENSORS’ LIABILITY. TO THE EXTENT ALLOWED BY LAW, CAIRNSTACK SOFTWARE LLC’S LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE SERVICE, SOFTWARE OR DOCUMENTATION FURNISHED HEREUNDER SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID CAIRNSTACK SOFTWARE LLC IN THE PAST 12 MONTHS. IN NO EVENT SHALL CAIRNSTACK SOFTWARE LLC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF DATA OR PROFITS, WHETHER OR NOT CAIRNSTACK SOFTWARE LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT SUCH LIMITATIONS ARE FAIR AND REASONABLE IN LIGHT OF THE TERMS UNDER WHICH THE SERVICE IS BEING MADE AVAILABLE TO YOU. THIS LIMITATION WILL APPLY EVEN IF ANY REMEDY STATED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. CAIRNSTACK SOFTWARE LLC THIRD PARTY LICENSORS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. CAIRNSTACK SOFTWARE LLC IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION OR DATA OF THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS), AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. CERTAIN OF THE ABOVE LIMITATIONS MAY NOT APPLY IN SOME JURISDICTIONS, AND IN SUCH CASES CAIRNSTACK SOFTWARE LLC LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT DESCRIBED ABOVE THAT IS PERMITTED BY APPLICABLE LAW.

TERM AND TERMINATION; EFFECT OF TERMINATION; 

 

Survival Term: This Agreement commences on the date you accept it (as described in the preamble above) and will remain in effect until terminated in accordance with this Agreement. Notwithstanding the foregoing, if you used the Service or the Software prior to the date you accepted this Agreement, you hereby acknowledge and agree that this Agreement commenced on the date you first used the Service or the Software.

 

Termination by Cairnstack Software LLC: Cairnstack Software LLC shall be entitled to suspend, terminate, or limit your access to the Service at any time, with or without notice, if you breach any term of this Agreement, or if you facilitate or encourage any violation of this Agreement. Upon termination of this Agreement, you shall make no further use of the Service. Termination of this Agreement shall not affect any obligations accrued prior thereto. You understand that any termination of the Service by Cairnstack Software LLC may involve deletion of your Content associated therewith. Cairnstack Software LLC will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Content.

Termination by Customer: If Customer wants to terminate this Agreement by cancelling Customer’s subscription, Customer may do so by notifying Cairnstack Software LLC at any time (subject, as applicable, to the notice requirements described previously in this Agreement); provided, however, no refund will be due. If Customer cancels its subscription, we have the sole right to permanently delete all Content in Customer’s account; and we also have the right but not the obligation to maintain Content that Customer or any End User has entered prior to Customer’s cancellation. Customer is responsible for exporting any Content, if Customer so chooses, prior to cancelling its subscription. Customer Content may persist in backup copies for a reasonable period of time thereafter in accordance with Cairnstack Software LLC’s data management policies and practices (but will not be available to others).

Effect of Termination: Termination of the Service includes removal of access to the Service and barring your further use of the Service. Termination of Service also includes deletion of your Password and all related profile information.

Survival: All provisions of this Agreement which by their nature should survive, shall survive termination of the Service, including without limitation warranty disclaimers and limitation of liability.

COPYRIGHT INFRINGEMENT. Cairnstack Software LLC will in appropriate circumstances suspend or terminate the use of the Service by, or remove or disable access to the relevant public content of, users involved in copyright disputes. If you believe that your work has been copied in a way that constitutes copyright infringement in the United States of America, please notify Cairnstack Software LLC of your claim of infringement by sending the following written information to our Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act (“DMCA”), named below:

A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed.

A description of the copyrighted work or works that you claim have been infringed.

A description of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material.

Information sufficient to permit Cairnstack Software LLC to contact you, such as your physical address, telephone number, and email address.

A statement that you have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the written notice is accurate.

A statement, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We will respond to notices of claimed copyright infringement in accordance with the DMCA. We reserve the right, in the case of an allegedly infringing Public Document, to make such a document private while we investigate.

Cairnstack Software LLC Copyright Agent to receive DMCA Notices is:

 

Cairnstack Software LLC Inc.

Attn: General Counsel / Copyright Agent

7800 S. Elati St. Ste 205

Littleton, Colorado, 80120

Email: legal@Cairnstack.com
 

ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY. Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with Cairnstack Software LLC and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY. Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with Cairnstack Software LLC and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement: All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of any product or service provided by Cairnstack Software LLC that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to you and Cairnstack Software LLC, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under this Agreement

Notice Requirement and Informal Dispute Resolution: Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Cairnstack Software LLC should be sent by nationally recognized overnight delivery service or first-class postage prepaid mail to: Cairnstack Software LLC 7800 S. Elati St. Ste 205, Littleton, Colorado, 80120 Attention: Legal Department. After the Notice is received, you and Cairnstack Software LLC may attempt to resolve the claim or dispute informally. If you and Cairnstack Software LLC do not resolve the claim or dispute within 60 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration Rules: Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US$10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within one hundred (100) miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. Any judgment on Additional Rules for Non-appearance Based Arbitration: If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

Authority of Arbitrator: If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Cairnstack Software LLC, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Cairnstack Software LLC.

Waiver of Jury Trial: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Cairnstack Software LLC in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND Cairnstack Software LLC WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions: ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED AS PART OF A CLASS ACTION SUIT.

Severability: If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Right to Waive: Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

Survival of Agreement: This Arbitration Agreement will survive the termination of your relationship with Cairnstack Software LLC.

Emergency Equitable Relief: Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Courts: In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located in Massachusetts, for such purpose.

MISCELLANEOUS

Publicity: Cairnstack Software LLC has the right to reference Customer and any End User in any materials, presentations, or media advertising or promote Cairnstack Software LLC (including Cairnstack Software LLC’s website) as a Service customer.

Governing Law: This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Compliance with Laws; Export Control: You agree to comply with all laws and regulations relating to your use of the Service, including without limitation those relating to export and import, privacy, and personal data protection. Cairnstack Software LLC obligation to fulfill this Agreement is subject to the proviso that it is not prevented by any impediments arising out of national and international foreign trade or customs requirements, including embargoes or other sanctions. This Agreement is subject to all United States and United Kingdom government laws and regulations as may be enacted, amended or modified from time to time regarding the export from the United States and United Kingdom of Cairnstack Software LLC software, services, technology, or any derivatives thereof. In the event that Cairnstack Software LLC approves your export of any of the foregoing, you will only export or reexport any of the software, services, or technology provided pursuant to this Agreement, or any derivatives thereof or permit the shipment of same after obtaining at your expense any required prior authorization from the United States Department of Commerce or other applicable authority as may be required by law. Without limiting the foregoing, by using the Cairnstack Software LLC Service, 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. The provisions of this Section 14(c) will survive the expiration or termination of this Agreement for any reason.

Communications and Notice: By using the Cairnstack Software LLC Service, you consent to receiving certain electronic communications from Cairnstack Software LLC relating to your subscription. These communications may involve sending emails to your email address provided during registration, or posting communications within the Cairnstack Software LLC service; will include notices about your account (e.g., payment authorizations, change in password or payment method, confirmation emails and other transactional information); and are part of your relationship with Cairnstack Software LLC. You agree that any notices, agreements, disclosures or other communications that Cairnstack Software LLC sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. In the event that the last email address you provided to Cairnstack Software LLC is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Agreement, Cairnstack Software LLC dispatch of the email containing such notice will nonetheless constitute effective notice. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Unless you opt out, you also consent to receive certain other communications from us, such as notifications of new Cairnstack Software LLC features, promotional announcements and customer surveys via email. If you want to unsubscribe (i.e., opt out) from certain non-transactional email communications, you will have the opportunity to do so.

Assignment: This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. You may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder without the prior written consent of Cairnstack Software LLC.

Force Majeure: Cairnstack Software LLC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, epidemics or pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

U.S. Government Restricted Rights: The Software is a commercial product that has been developed exclusively at private expense. If the Software is acquired directly or indirectly on behalf of a unit or agency of the United States Government under the terms of (i) a United States Department of Defense (“DOD”) contract, then the Software and Documentation are considered “Commercial Items”, as that term is defined in 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are defined in 48 C.F.R. §252.227- 7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. 227.7202, as applicable, consistent with 48 C.F.R. §12.212, 48 C.F.R. §252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227- 14, and other relevant sections of the Code of Federal Regulations; or (ii) a Civilian agency contract, then use, reproduction, or disclosure is subject to the restrictions set forth in FAR clause 27.405(b)(2)(i), entitled Acquisition of Existing Computer Software, and any restrictions in the agency’s FAR supplement and any successor regulations thereto, and the restrictions set forth in this Agreement. The United States Government will only have the rights set forth in this Agreement. Cairnstack Software LLC Software and Documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in this Agreement.

Severability: If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Waiver: Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Entire Agreement: This Agreement constitutes the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. CAIRNSTACK SOFTWARE LLC APP STORE TERMS



 

YOUR PRIVACY AND PERSONAL INFORMATION

 

You can view Cairnstack Software LLC s Privacy Statement on the Cairnstack Software LLC website, or via a link on the website for the Software you have selected. You agree to be bound by the applicable Cairnstack Software LLC Privacy Statement, subject to change in accordance with its terms: Most importantly, you agree to Cairnstack Software LLC maintaining your data according to the Cairnstack Software LLC data management and Privacy Statement, as part of the Software. To give Cairnstack Software LLC permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Software. By way of example, this means that Cairnstack Software LLC may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.

 

Cairnstack Software LLC is a global company and despite best efforts to ensure data security and limit access to data, your personal data may be accessed or stored in multiple countries, including countries outside of the European Union that may be deemed to have inadequate protections by European Union Data Protection Authorities. When you agree to this Agreement, you agree to this practice.

 

 

CONTENT

 

You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored through your use of the Software. You grant Cairnstack Software LLC a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. You agree not to use the Software for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Software. You agree that you will not use the Software to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions.

 

Cairnstack Software LLC is not responsible for the Content you provide through your use of the Software. You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

 

Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

 

Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);

 

Except as otherwise permitted by Cairnstack Software LLC in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

 

Virus, trojan horse, worm or other disruptive or harmful software or data; and

 

Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.


 

COMMUNITY FORUMS

 

The Software may include access to a community forum to exchange information with other users of the Software and the public. Please use respect when you interact with other users. Cairnstack Software LLC does not support and is not responsible for the accuracy of others content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Cairnstack Software LLC is not responsible.

 

Cairnstack Software LLC may, but has no obligation to monitor Content provided on the community forum. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect Cairnstack Software LLC or its customers, or operate the Software properly. Cairnstack Software LLC, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. 

 

Cairnstack Software LLC feedback usage

 

You agree that Cairnstack Software LLC may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant Cairnstack Software LLC a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to Cairnstack Software LLC in any way. Cairnstack Software LLC will not sell, publish or share your feedback in a way that could identify you without your explicit permission. 


 

ADDITIONAL TERMS YOU AGREE TO:


 

PROFESSIONAL ADVICE

 

Cairnstack Software LLC does not give professional advice. Cairnstack Software LLC is not in the business of providing legal, financial, accounting, health care, human resource or other professional services or advice. Consult the services of a competent professional when you need this type of assistance. 


 

ADDITIONAL SERVICES

 

We may tell you about other Cairnstack Software LLC services. You may be offered other services, features, products, applications, online communities, or promotions provided by Cairnstack Software LLC ("Cairnstack Software LLC Services"). If you decide to use any of these Cairnstack Software LLC Product or Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Cairnstack Software LLC Services you may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Internet. You grant Cairnstack Software LLC permission to use the information you provide about your experience so that we can provide the Cairnstack Software LLC Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions. We may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant Cairnstack Software LLC permission to combine the data you have entered or uploaded with that of others in a way that does not identify you or any individual personally. You also grant Cairnstack Software LLC permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.

 

 

HELP AND SUPPORT

 

Cairnstack Software LLC may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and Cairnstack Software LLC Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by Cairnstack Software LLC from time to time. Consult our Support department for the most up-to-date information relating to this support and any associated charges. By using Cairnstack Software LLC’s support, you authorize Cairnstack Software LLC to collect certain company data files in order to provide you with a better customer support experience. 


 

CUSTOMIZED LABEL TEMPLATES AND FUNCTIONALITY

 

If you obtain label templates, special feature, custom features, or any other alteration to the services  from Cairnstack Software LLC to be used, you understand and agree that such designs may only be used with your associated company license yet may be made available to other service users at Cairnstack Software’s sole discretion. For example, you are authorized to use these designs or templates that you print, engrave, mark or otherwise send or transmit to others for marketing, inventory or asset marking. However you may not resell these designs or templates nor use them for any other purposes, including use on third party generated materials such as forms, web-based materials, or other custom printed business identity, tracking or marketing products.


 

THIRD PARTY PRODUCTS

 

You may be presented with the opportunity to browse and buy from a number of featured suppliers and retailers from within Cairnstack Software LLC software or by association with . Cairnstack Software LLC does not represent or endorse the aggregator, nor any of the participating suppliers or retailers ( Suppliers ), nor any of the products or services offered by them. Cairnstack Software LLC is not a party to the dealing, contracting and fulfillment of transactions between any individual user and a Supplier providing products or services. The Suppliers listed are not employees or agents of Cairnstack Software LLC. Cairnstack Software LLC has no control over and does not guarantee the quality, safety or legality of Suppliers advertised products or services, the truth or accuracy of Supplier listings, or the ability of Suppliers to deliver products or services, or that a Supplier can or will actually complete a purchase, return, exchange or other transaction.. Cairnstack Software LLC provides this information as a convenience and does not confirm or verify the information. All rights and obligations for the purchase, sale, return or exchange of Suppliers products or services are solely between the purchaser of the products or services and the Supplier. You and the Supplier must look directly and solely to each other for enforcement and performance of all the rights and obligations arising from the dealings and transactions between yourselves.


 

THIRD PARTY PRODUCTS OR SERVICE COMMUNICATIONS

 

You agree that Cairnstack Software LLC can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated Cairnstack Software LLC contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party s separate product terms, website terms and privacy policies. You agree that third parties, and not Cairnstack Software LLC, are responsible for their product's performance and the content on their websites. Cairnstack Software LLC is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.

 

TEXT MESSAGING POLICY

If you opt into Cairnstack Software LLCs text message feature (“Program”), you further agree to the terms and conditions outlined in this section.  By default you agree to the following Text messaging policy unless the box relating to your mobile device phone number has been unchecked within your account. 

Consent - By enrolling in the Program, you consent for Cairnstack Software to use an automated system to send marketing text messages to the telephone number(s) you provided at enrollment. You acknowledge that your consent to receive these messages is not required to purchase any goods or services and that cancellation of your account does not automatically revoke your consent.

 

Program Description and Cost - As part of the Program, Cairnstack Software will send you text messages with service reminders, updates, and/or other information you may be interested in or have previously subscribed to. Message and data rates may apply as provided in your mobile telephone service plan (please contact your mobile carrier for details).

 

Message Frequency - Cairnstack Software anticipates a typical user receiving product or items specific alerts by SMS messages will receive approximately 2 messages per alert.  The number of text messages you receive may vary on company settings and quantity triggers set by your company’s administrator. The actual frequency may exceed or fall below the anticipated range.

 

Supported Carriers - Supported carriers include: AT&T, Verizon Wireless, Sprint, T-Mobile USA, Aio Wireless, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Boost Mobile, Carolina West Wireless, CellCom, Cellular One of East Central IL (ECIT), Cellular One of Northeast Arizona, Cellular One of Northeast Pennsylvania, Chariton Valley Cellular, Cricket, Coral Wireless (Mobi PCS), Cross, C-Spire (CellSouth), Duet IP (Maximum Communications New Core Wireless), Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Google Voice, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Metro PCS, Mosaic (Consolidated or CTC Telecom), MTA Communications, MTPCS (Cellular One Nation), Nex-Tech Wireless, Panhandle Communications, Peoples Wireless, Pine Cellular, Pioneer, RINA, Sagebrush Cellular (Nemont), SI Wireless/Mobile Nation, Simmetry (TMP Corporation), SouthernLinc, SRT Wireless, Thumb Cellular, Union Wireless, United Wireless, U.S. Cellular, Viaero Wireless, Virgin Mobile, and West Central (WCC or 5 Star Wireless).

 

Failure to Receive messages - Cairnstack Software LLC and/or Supported carriers are not responsible for content, timing or failure to deliver triggered messaging and may not be held liable for any problem or claim arising in connection with it.

 

Opt-Out - You may opt-out of the Program by texting STOP. You consent to receive one message confirming your opt-out. If you are participating in any other text message programs provided by Cairnstack Software LLC or its associated products/platforms, you must opt-out of those programs separately.

Your Mobile Number & Indemnification - You represent that you are the account holder for the mobile telephone number you provided and that you are a United States resident 18 years of age or older. If your phone number changes, you must notify Cairnstack Software LLC  immediately at support@cairnstack.com. You agree to indemnify Cairnstack Software LLC for all claims, expenses and damages related to or caused in whole or in part by your failure to notify Cairnstack Software LLC immediately of a change in your telephone number.​

 

DISPUTES WITH THIRD PARTY SUPPLIERS

 

Any disputes in connection with the products or services provided by third party suppliers or integration, returns or exchanges made by you for such products or services remain between you and the  third party suppliers. You acknowledge that Cairnstack Software LLC will not be a party to any such dispute. If you have a dispute with any other user or supplier, you must address such dispute with the user or supplier directly. If you have reason to believe a dispute involves a violation of the terms of this Agreement, you may report such violation via Support@cairnstack.com but Cairnstack Software LLC will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute.

 

RELEASE OF CLAIMS 

 

Because Cairnstack Software LLC does not and cannot be involved in user-to-user, purchaser-to-retailer and/or business-to-business dealings or control the behavior of participants using the applications including but not limited to; PTIprint, MorTrack, MorTrack+, Bi4Ci, Vital mgt. or TRXio platforms, images, codes or landing pages, if you have a dispute with one or more sources or Suppliers, you hereby release Cairnstack Software LLC and its affiliates from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

 

HEALTH INFORMATION AND PRIVACY

 

If you intend to use the subscriber services or Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the subscriber services or Software, related services and content are not “HIPAA-ready” or “HIPAA-compliant” UNLESS specifically noted and identified as “HIPAA compliant”.  Any subscriber license or software not listed as HIPAA compliant specifically will NOT assist with or ensure compliance with HIPAA guidelines or regulations, and that you are solely responsible for using the subscriber services or Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.  HIPAA compliant services are available with access to HIPAA compliant infrastructure and URL schemes and must be specified in advance of use for compliance. For more information see the BAA documentation for details.


 

COMMUNICATIONS PREFERENCES

 

Cairnstack Software LLC may be required by law to send you communications about purchased licensing, Software or Third Party Products. You agree that Cairnstack Software LLC may send these communications to you via email or by posting them on one of our sponsored websites. We may also send business communications such as confirmations or notices, which will be delivered to you via email or posted on our websites. You are required to receive these communications. You can choose not to receive some types of communication, such as marketing messages. 


 

PASSWORDS AND UPDATES

 

You are responsible for securely managing your password(s) for access to the Software. If you become aware of any unauthorized access to your Software account, theft or loss of your password, you agree to contact Cairnstack Software LLC as soon as possible. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Software.   

 

CHANGES TO THIS AGREEMENT OR THE SOFTWARE 

 

We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Please review the Agreement periodically on the website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of the Software, Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Software after Cairnstack Software LLC posts or otherwise notifies you of any changes, indicates your agreement to the changes. 


 

TERMINATION

 

Cairnstack Software LLC may immediately and without notice terminate this Agreement or suspend or terminate the license to the Software if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon any termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect Cairnstack Software LLC s rights to any payments due to it. Cairnstack Software LLC may terminate a trial or free account at any time, for any reason. Other requirements regarding termination or cancellation of your license to the Software may apply based on the specific ordering or activation terms for the Software. 

 

All Cairnstack Software LLC Software is subject to discontinuation policy and reserves the right to discontinue all support for hardware and/or Software, and/or for any features, online or other services or content accessible through the Software. The Cairnstack Software LLC Software platforms offer services that require a connection to Cairnstack Software LLC servers (including Internet-based services), such as uploading or downloading financial, product, vendor, customer, and/or brand specific data from a participating ERP, accounting system, inventory control, CRM tool or other Cairnstack Software LLC’s approved platforms, such services may expire in accordance with their respective and/or Cairnstack Software LLC's discontinuation policy. 

 

Cairnstack Software LLC's current discontinuation policy is to provide support for the Cairnstack Software LLC hardware and/or Software with online and other membership based services or content accessible through the hardware and/or Software for the term of the license or licenses are valid. More information about the discontinuation policy relating to your specific hardware and/or Software is available upon request at info@cairnstack.com.

 

Relevant sections will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.  

 

EXPORT RESTRICTIONS

 

You acknowledge that this website, the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons.  

 

GOVERNING LAW AND JURISDICTION

 

Colorado state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Cairnstack Software LLC agree to the exclusive jurisdiction of state courts in Denver County, Colorado U.S.A. or federal court located in Denver, Colorado. Cairnstack Software LLC does not represent that the Software is appropriate or available for use in all countries. Cairnstack Software LLC prohibits accessing materials from countries or states where contents are illegal. You are using the Software on your own initiative and you are responsible for compliance with all applicable laws. 

 

LANGUAGE

 

Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.

 

APPLE OS AND DEVICE USE REQUIREMENTS

 

If you download any Services from the Apple iTunes Store the following apply:

 

Acknowledgement: You acknowledge that this Agreement is between you and Cairnstack only, and not with Apple, and Cairnstack, not Apple, is solely responsible for the Services and the content thereof.

 

Scope of License: The license granted to you for the Services is a limited, non-transferable license to use the Services on an iOS product that you own or control and as permitted by the Usage Rules set forth in the Apple iTunes App Store Terms of Service.

 

Maintenance and Support: Cairnstack and not Apple is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.

 

Warranty: Cairnstack is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Services to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Services in the Apple iTunes App Store to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Intuit's sole responsibility, as between Cairnstack and Apple.

 

Product Claims: Cairnstack, not Apple, is responsible for addressing any user or third party claims relating to the Services or the user's possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

 

Intellectual Property Rights: You acknowledge that, in the event of any third party claim that the Services or your possession and use of the Services infringes that third party's intellectual property rights Apple will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

 

Legal Compliance: You represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

Developer Contact Info: Direct any questions, complaints or claims to: support@cairnstack.com.

 

Third Party Beneficiary: You acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof. 


 

LICENSE GRANT AND RESTRICTIONS 

 

Cairnstack Software LLC Inc. ("Cairnstack Software LLC", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement. (i) Single User License. You may: (a) access the Software on one computer for access and use by only one specific person; and (b) access the Software on one additional computer (e.g., a laptop that you own and use in your business or a home computer that you own and use in your business), so long as only the same specific person accesses and uses the Software. if needed, on a single computer or additional computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation. 

 

(ii) Multi User License and Multi Location or Co-op licensing. You may: (a)utilize the Software on the number of computers equal to the number of user licenses you purchased; (b) access and use the Software solely by the number of specific printers or LiveQR data attachment hardware corresponding to the number of licenses you purchased, with no substitution of such users (for example, if you purchased a 3 location license and you have 10 printers utilized in your company for label printing related uses or LiveQR data attachment hardware in any form, the original 3 specific printers or LiveQR data attachment devices that were initially provided with access to and use of the Software, are the only printers or LiveQR data attachment hardware licensed to use the Software unless you purchase additional licenses; (c) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to manage your Co-op tools at a location where label printing is not to take place, and not for use of the Software by another user; and (d) for each license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Notwithstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee. 

 

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software; (d) use IP masking technology to copy local IP to combine remote locations into one IP, except that you may network your company data file as outlined in Section B.1.(ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of Cairnstack Software LLC or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by Cairnstack Software LLC and may be subject to a transfer fee determined by Cairnstack Software LLC in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Cairnstack Software LLC at info@Cairnstack.com regarding transferring your license to the new company. 

 

(iii) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to any paid version, from Basic to Pro, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer. (iv) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.(v). Any software that is delivered by electronic transmission (regardless of whether a replacement copy is ordered) shall be deemed delivered on the date that Cairnstack Software LLC makes such program available for download or initial access. 


 

GENERAL

 

This Agreement is the entire agreement between you and Cairnstack Software LLC and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement.

 

If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of Cairnstack Software LLC. However, Cairnstack Software LLC may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by Cairnstack Software LLC or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact Cairnstack Software LLC via an email to: legal@Cairnstack.com.

 

Your use of the subscribed services, Add-On Products and related Services provided by Cairnstack Software LLC are subject to the General Terms above and including any Additional Terms and Conditions which govern your use of the subscribed services, Add-on Products and related Services as listed. Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms. 


 

GOVERNING LAW AND JURISDICTION

 

Colorado state law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and Cairnstack Software LLC agree to the exclusive jurisdiction of state courts in Denver County, Colorado U.S.A. or federal court located in Denver, Colorado. USA.  Cairnstack Software LLC does not represent that the subscribed services are appropriate or available for use in all countries. Cairnstack Software LLC prohibits accessing materials from countries or states where contents are illegal. You are using the subscribed services on your own initiative and you are responsible for compliance with all applicable laws.


 

LIMITATION OF LIABILITY AND INDEMNITY

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CAIRNSTACK SOFTWARE LLC, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM.  SUBJECT TO APPLICABLE LAW, CAIRNSTACK SOFTWARE LLC AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SUBSCRIBED SERVICES OR HARDWARE THAT DOES NOT MEET CAIRNSTACK SOFTWARE LLC SUBSCRIBED SERVICES REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CAIRNSTACK SOFTWARE LLC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CAIRNSTACK SOFTWARE LLC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SUBSCRIBED SERVICES AND ITS USE. You agree to indemnify and hold Cairnstack Software LLC and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the subscribed services or breach of this Agreement (collectively referred to as “Claims”). Cairnstack Software LLC reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Cairnstack Software LLC in the defense of any Claims.


 

DISCLAIMER OF WARRANTIES

 

YOUR USE OF THE SUBSCRIBED SERVICES AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CAIRNSTACK SOFTWARE LLC, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SUBSCRIBED SERVICES IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SUBSCRIBED SERVICES. CAIRNSTACK SOFTWARE LLC AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTIONS, ERRORS, THEFT OR DESTRUCTION. FURTHER, CAIRNSTACK SOFTWARE LLC DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.

 

CAIRNSTACK SOFTWARE LLC AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SUBSCRIBED SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW. 

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