A3Code End-User License Agreement
Last Updated: 02/20/2025
This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you) and A3Code (Developer). This Agreement is solely between you and Developer, and governs your use of Developer’s software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the App). Review this Agreement completely. You agree to be bound by the terms of this Agreement when you click “Accept” or otherwise download, install, copy, or use the App, and must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click “Decline” and must not download, install, copy or use the App.
1. The App
1.1 The App will provide you with the ability to: fetch merchant inventory.
1.2 Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license does not grant you any rights to Developer’s (or any other third party’s) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. Developer reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.
1.3 The App may update automatically from time to time, and you may be required to accept these updates to continue using the App. Developer may perform maintenance on the App, which may result in service interruptions or delays from time to time. Developer may not support older versions of the App. You are solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.
2. Fees
You will pay the Developer a monthly fee for your use of the App, which will be automatically collected through the payment method you select during set-up for the App. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on the Developer’s income) imposed by federal, state, or local tax authority. You must notify the Developer of any billing errors within 120 days from when an error appears on your invoice, after which you release the Developer from all liability for Losses (defined below) resulting from these errors.
3. Term
This Agreement commences when you accept or otherwise download, install, copy, or use the App; and will continue month-to-month until terminated (this period of time is the Agreement’s Term).
4. Suspension and Termination
4.1 Developer may promptly suspend or terminate your use of the App if:
(1) you violate this Agreement’s terms;
(2) Developer believes your use of the App may damage its reputation or intellectual property rights;
(3) Developer suspends or terminates its agreement(s) with any third party involved in providing the App;
(4) you exceed normal and reasonable usage for the App;
(5) you experience a bankruptcy or insolvency event; or
(6) you are using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.
4.2 You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Developer. Your termination will be effective at the end of the then-current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.
5. Confidentiality, Data, and Ideas
5.1 Neither of us will disclose non-public information about the other’s business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party’s operational, strategic, or financial matters (together, Confidential Information).
5.2 Neither of us may disclose the other’s Confidential Information except:
(1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement;
(2) in response to a subpoena or court order; or
(3) as required by applicable law, rule, or regulation.
5.3 Developer may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information Developer collects about you or your consumers is subject to Developer’s privacy policy, which is accessible at https://a3code.com/app-privacy-policy.html.
5.4 You may provide, or Developer may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that:
(1) they are not Confidential Information;
(2) they are not subject to any use or disclosure restrictions (express or implied);
(3) you claim no rights in them; and
(4) Developer has no obligation to notify or compensate you in connection with their disclosure or use.
6. Account
You will be required to register for an account with Developer to use the App. You will provide us with accurate information when setting up your account and maintain your account with current information. You will be responsible for safeguarding your account credentials.
7. Risk Allocation
7.1 The App is provided to you “as-is” and “as-available.” Developer disclaims all warranties related to the App.
7.2 You will indemnify Developer from third-party claims resulting from your misuse of the App.
7.3 Developer is not liable for lost profits, revenues, or business opportunities.
7.4 Developer’s total liability is limited to the amount of fees you’ve paid in the prior three months.
8. Communications
You authorize Developer to communicate with you electronically using the contact information you provide.
9. Compliance with Privacy Laws
Developer will comply with applicable privacy and data protection laws and will not sell any personal information.
10. Data Subject Rights
Developer will assist with compliance related to consumer data requests.
11. General
11.1 You represent and warrant that you have authority to enter into this Agreement.
11.2 Developer may modify this Agreement and will notify you of changes.
11.3 This Agreement is governed by New York law.
11.4 Any disputes will be handled in the courts of Suffolk County, New York.
11.5 This is the entire agreement between us.
For questions, contact Developer at info@a3code.com.