RDesk,Excelon Web solutions inc. Terms of Service

Last Updated: July 11th, 2014

1.Introduction

In order to use the service ("Service"), you must agree to be bound by the following Terms of Use ("Terms").ou may not use the Service if you do not accept these Terms. These Terms form a legally binding contract between you ("you", "your") and RDesk or Excelon web solutions, Inc.("RDesk", "we", "our") in relation to your use of the Service and any application or software provided by Clover in conjunction with the Service. If you are agreeing to be bound by these Terms as an individual, you represent and warrant that you are of the legal age of majority in the jurisdiction in which you reside and have the right and authority to agree to these Terms. If you are agreeing to be bound by these Terms on behalf of your employer or other entity, (i) you represent and warrant that you have the right and authority to legally bind your employer or other entity to these Terms; and (ii) "you" will refer to your employer or other entity and will include the employees of your employer or other entity. You must not access or use the Service or accept these Terms if you are a person who is either barred or otherwise legally prohibited from accessing or using the Service and you represent and warrant that you are not barred or otherwise legally prohibited from accessing or using the Service.

2.Your License

RDesk grants you a personal, limited, non-exclusive, revocable, non-transferable license for your each restaurant branches, without the right to sublicense or assign in any way, to electronically access and use the Service solely to manage your establishment and conduct associated Point Of Sale activities. The Service includes any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by Clover.You agree that all updates, upgrades and fixes or workarounds furnished to you shall be deemed to be part of such Service, and are subject to the terms and conditions of these Terms. After providing software, RDesk will take yearly charges(anual maintanance cost) for each branches. RDesk will never increse its AMC prices for its existing customers.

3.RDesk Service Requirements and Limitations

You may not, nor may you permit any third party to do any of the following:

The Service is licensed and not sold. RDesk is a product of Excelon Web Solutions, inc. Excelon Web Solutions reserves all rights not expressly granted to you in these Terms. The Service isprotected by copyright, trade secret and other intellectual property laws. Excelon Web Solutions, inc. owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant you any rights to RDesk's trademarks or service marks. For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place RDesk or excelon web solutions, inc. under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, RDesk or Excelon Web solutions, inc. does not waive any rights to use similar or related ideas previously known to Clover, or developed by its employees, or obtained from sources other than you.

i. access or attempt to access RDesk systems, programs or data that is not intended or made available for public use;
ii. copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from RDesk;
iii. transfer any rights granted to you under these Terms;
iv. work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly prohibited by law;
v. perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure;
vi. create derivative works of or based on the Service;
vii. rent, lease, sell, sublicense, assign or otherwise transfer your license rights to any third party, whether by operation of law or otherwise;
viii. use or ship the Service (or any part) outside of the India, or access the Service (or any part) from outside the India, without in any case obtaining our advance written consent;
ix. remove, relocate, or otherwise alter any proprietary rights notices from the Service (or any part); or
x. otherwise use the Service except as expressly allowed under this section.

4.Ownership

i. You are solely responsible for compliance with all laws, rules, and regulations that are applicable to your business, and notwithstanding your use of the Service to facilitate the management of your business, we disclaim any and all liability for your failure to comply with such laws, rules, and regulations.
ii. You are solely responsible for obtaining and maintain any necessary licenses or consents to use the Service, and we disclaim any and all liability for your failure to obtain or maintain any necessary licenses or consents.
iii. You are solely responsible for the ensuring the accuracy, quality, integrity, legality and appropriateness of all information and data regarding your business that you provide to us or our service providers in connection with the Service. In addition, if applicable, you are solely responsible for verifying that all information and data loaded onto a device by us or our service providers at your request are accurate prior to your business use of such device. We and our service providers disclaim any and all liabilityarising out of any inaccuracies with respect to any information or data you provide.
iv.You must comply with the following requirements in connection with your use of the Service:
a. IF THE SERVICE HAS THE CAPABILITY TO COLLECT AND STORE YOUR CUSTOMER'S INFORMATION AND TO ALLOW YOUR CUSTOMERS TO ELECT TO RECEIVE MARKETING MATERIALS FROM YOU, PLEASE BE AWARE THAT SOME STATES MAY LIMIT YOUR USE OF SUCH INFORMATION ONCE COLLECTED, EVEN IF YOUR CUSTOMER HAS PROVIDED HIS CONSENT, AND/OR YOUR DISCLOSURE OF SUCH INFORMATION TO THIRD PARTIES. YOU ACKNOWLEDGE AND AGREE THAT (I) YOUR USE OF CUSTOMER INFORMATION OBTAINED IN CONNECTION WITH THE SERVICE MAY BE SUBJECT TO LOCAL, STATE, AND/OR FEDERAL LAWS, RULES, AND REGULATIONS, (II) YOU ARE SOLELY RESPONSIBLE FOR KNOWING SUCH LAWS, RULES, AND REGULATIONS, AND (III) YOU WILL AT ALL TIME STRICTLY COMPLY WITH ALL SUCH LAWS, RULES, AND REGULATIONS.

5.Account Registration

You have to create a "Member" or "Merchant" account to use the Service. When prompted by our registration process, you agree to (i) provide true, accurate, current and complete information about yourself and/or your business, and (ii) maintain and update this information to keep it true, accurate, current and complete. If any information provided by you is untrue, inaccurate, not current or incomplete, RDesk has the right to terminate your RDesk Account ("Account") and refuse any and all current or future use of the Service. If you open an Account on behalf of a company, organization, or other entity, then (a) "you" includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity's behalf.

6.Mobile Device Manufacturer and Carriers

You may access the Service through a mobile device using services provided by third party carriers. These third parties may charge you fees to access their services. You are solely responsible for the payment of those fees. Your use of the Service may also be subject to the terms of your agreements with your mobile device manufacturer and your carrier. Using the Service with a mobile device requires a mobile device that is compatible with the Service. RDesk does not warrant that the Service will be compatible with your mobile device.

7.Protecting Your Information

It is your sole responsibility to ensure that your Account User Id, passwords, login details and any other security or access information used by you to use or access the Service is kept safe and confidential. You must prevent unauthorized access to and use of any of your information or data used with or stored in or by the Service (collectively, "Account Data"). You are responsible for electronic communications sent to us or to any third party containing Account Data and for all uses of the Service in association with your Account Data, whether or not authorized by you. When we receive communications containing your Account Data, we assume you sent it to us. You must immediately notify us if you become aware of any loss, theft or unauthorized use of any Account Data. We reserve the right to deny you access to the Service, in whole or in part, if we believe that any loss, theft or unauthorized use of any Account Data or access information has occurred. You grant us permission to anonymously combine your Account Data with that of other users of the Service to improve our services to you.

8.Changes to the Service

We have the right and sole discretion to revise, update or otherwise modify the Service and to establish or change limits regarding the use of the Service. We will always attempt to notify you of any modifications with reasonable notice, by posting to the RDesk website and/or sending you an email to the email address provided when you registered or subsequently updated by you. We reserve the right to make any such changes effective immediately to maintain the security of our system or to comply with any laws or regulations, and to provide with notice via email of such changes. We may also perform maintenance on the Service from time to time and this may result in service interruptions, delays, or errors. We will not be responsible for any losses arising out of any interruption of Service or downtime. We will always attempt to provide prior notice of scheduled maintenance but cannot guarantee that notice will always be provided. You agree that we may contact you in order to assist you with the Service and obtain information needed to identify and fix any errors.

9.Privacy

Upon acceptance of these Terms you confirm that you have read, understood and accepted RDesk's Privacy Policy.

10.Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk and we will not be responsible for any losses arising out of any loss of data or any unauthorized access, use, alteration or disclosure of data.

10.Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk and we will not be responsible for any losses arising out of any loss of data or any unauthorized access, use, alteration or disclosure of data.

11.Limitation of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RDesk or Excelon Web Solutions, inc., ITS PROCESSORS, SUPPLIERS OR ITS LICENSORS (OR THEIR RESPECTIVE AFFILIATES, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL RDesk or Excelon web solutions, inc. BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RDESK AND ITS PROCESSORS (AND THEIR RESPECTIVE AFFILIATES, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:

12.Indemnity

IN NO EVENT SHALL RDESK, ITS PROCESSORS, AGENTS, SUPPLIERS, OR LICENSORS (OR THEIR RESPECTIVE AFFILIATES, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CLOVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

i.ERRORS, MISTAKES, OR INACCURACIES OF CONTENT
ii.PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE;
iii.ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;
iv.ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE;
v.ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY;
vi.ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR
vii.USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
vii.USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

RDESK SHALL NOT BE RESPONSIBLE FOR THE NEGLIGENT, GROSSLY NEGLIGENT, OR WILLFUL ACTIONS OR INACTIONS OF ANY THIRD PARTY UNLESS SUCH THIRD PARTY HAS BEEN DIRECTLY ENGAGED BY RDESK AS A SUBCONTRACTOR TO PERFORM SERVICES ON RDESK'S BEHALF FOR YOU AND THEN ONLY TO THE EXTENT OF THE LENGTH OF THE ENGAGEMENT. FURTHERMORE AND EXCEPT FOR AUTHORIZED CLOVER SUBCONTRACTORS, THIS LIMITATION SHALL APPLY EVEN TO THOSE THIRD PARTIES THAT MAY HAVE BEEN CERTIFIED PURSUANT TO A RDESK CERTIFICATION PROGRAM OR RECOMMENDED OR REFERRED TO YOU BY RDESK.

You will indemnify, defend and hold us and our resellers harmless (and our respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to:

13.Representation and Warranties

You represent and warrant to us that:

i.any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms, including without limitation any violation of our policies or the card associations' rules;
ii.your wrongful or improper use of the Service;
iii.any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
iv.your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
v.your violation of any law, rule or regulation of the United States or any other country;
vi.any other party's access and/or use of the Service with your unique username, password or other appropriate security code.

14.Consent to Electronic Communication

Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty or right arising under these Terms or by law must commence within six (6) months after the cause of action accrues.

i.you are at least eighteen (18) years of age;
ii.you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under these Terms;
iii.the name identified by you when you registered is your name or business name under which you sell goods and services or collect payments for goods or services;
iv.any sales transaction submitted by you will represent a bona fide sale by you;
v.any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser;
vi.you, all transactions initiated by you and your use of the Service will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations, card association rule and regulations;
vii.you are not engaged in and will not accept payment for any illegal activity, in the legal jurisdiction(s) in which you do business or provide goods and/or services.

15.Limitation on Time to Sue

a.When you use the Service or send emails to RDesk, you are communicating with RDesk electronically. RDesk will communicate with you by (a) email, (b) providing access to a website that we designate to you in an email, or (c) posting on our website.
b.For contractual purposes, you consent to receive communications from RDesk electronically and you agree that all notices and communications that RDesk provides you electronically satisfy any legal requirement that such communications are in writing, unless mandatory applicable laws specifically require a different form of communication.

16.Amendment

We have the right to change or add to these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including such notice on our website at https://www.rdesk.co.in or any other website maintained or owned by us for the purposes of providing services under these Terms. Any use of the Service after our publication of any such changes shall constitute your acceptance of these Terms as modified.

17.Term and Termination

These Terms commence on the date on which your account created and continue until you cease to use the Service (whether your cessation is voluntarily or we terminate your use of the Service). If you sign up for a free trial period and do not purchase a subscription before the end of the free trial period when that option is made available to you, these Terms will terminate at the end of the free trial period. Upon termination of these Terms for any reason, you must immediately stop using the Service and your license to use the Service provided under these Terms shall end. RDesk may terminate, suspend, or otherwise refuse to permit your access to the Service without any notice and liability to you or any third party for any or no reason. If applicable, upon termination of the Service, RDesk will provide you with a reasonable period of time to allow you to extract your data used by the Service. Subject to the foregoing sentence, we reserve the right (but have no obligation) to delete all of your information and Account Data stored on our servers upon termination of these Terms, and RDesk shall not be liable to you or any third party for termination of access tothe Service or deletion of your information or Account Data. The rights, obligations and limitations of Section 4 (Ownership), Section 9 (Third Party Services), Section 12 (Statement of Service Provided, No Warranty), Section 13 (Limitation of Liability and Damages), Section 14 (Indemnity), Section 17 (Limitation on Time to Sue) and Section 21 (General Provisions) will survive termination of these Terms.

18.Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by RDesk without restriction.

19.General Provisions

Except as expressly provided in these Terms, these Terms are a complete statement of the agreement between you and RDesk and describe the entire liability of RDesk and its vendors and suppliers (including processors) and your exclusive remedy with respect to your use and access to the Service. In the event of a conflict between these Terms and the Privacy Policy, the Privacy Policy shall prevail. These Terms shall be governed and construed in accordance with the laws of the State of New York without regard to its conflicts of laws provisions. You and RDesk agree to submit to the exclusive jurisdiction of the courts located within the county of Suffolk, New York to resolve any legal matter arising from these Terms. If any provision of these Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Terms do not limit any rights that RDesk may have under trade secret, copyright, patent or other laws. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and RDesk's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Contacting RDesk

If you have any questions about these Terms, please contact RDesk at support@RDesk.co.in. Except as otherwise stated in these Terms, all notices to RDesk must be sent by postal mail to: Excelon Web Solutions, Inc., Attention: B-10, Super tax tower, Opp-kinnery cinema, Ring road, Surat, gujarat, india.