By registering for Cuspend, you agree to be bound by the following terms and conditions of using this service (“terms of service”). Any new features or tools added to the current service shall be also subject to the terms of service. The following information constitutes the current version of the terms of service. Cuspend Inc. (Cuspend) – the owner and the Cuspend service provider – reserves the right to update and change the terms of service by posting updates and changes to the Cuspend website. The terms ‘Cuspend’, ‘us’ and ‘we’ will be interchangeably be used to refer to the service provider, and the terms ‘you’, ‘user’ ‘client’, and ‘customer’ will be interchangeably used to refer to the service receiver. Check the ‘Terms of Service’ from time to time for any updates or changes that may affect you.

• An account must be linked to a Company and a branch, and a minimum of one user must have a sub-account that belong to the Company/branch account. Each sub-account will have a separate profile, username, password and set of permissions. A Company account may have any number of branches and users.
• To register a Company and its first branch, you are required to provide the full legal name of the Company, its current address, and a valid email address.
• To register as a user, you are required to provide your full legal name, a valid email address, and optionally a phone number.
• The first user to register a Company and its main branch is given full authority to administer the Company and the branch account. As the account administrator, you may add any number of users to the account and you are responsible for determining the permissions provided to these users. Cuspend will try to verify the authority of the person signs up on behalf of a Company but will not be held liable for any loss or damage from or as a result of misrepresentation and/or misconduct and/or failure to appropriately manage the account by one or more of the account administrators.
• The account administrator(s) of a Company is/are responsible for managing the passwords associated with the account. We cannot and will not be liable for any loss or damage from the failure of the account administrator(s) to maintain the security of the account and passwords.
• You may not use Cuspend for any illegal or unauthorized purpose, nor may you, in the use of the service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of Canada and the province of Ontario.
• As a Cuspend user, you are responsible for all the activity and the contents including any data, graphics, photos, and links that are uploaded under your Cuspend account.
• You must not transmit any worms or viruses or any code of a destructive nature.
• If you breach or violate any of these terms of service according to our sole discretion, we will have the right to immediately terminate your account and take any legal action we find suitable.

• You must read, agree on and accept all the terms and conditions contained in this user agreement and you may become a Cuspend user.
• You must be at least 16 years of age.
• You understand that your content (not including your personal data and your credit card information), may be transferred unencrypted and involve (a) transmissions over various networks, and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
• Your personal data is handled carefully and with respect to all the internationally known good practices including the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) and Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC. Read our privacy policy for more details.
• You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the service, use of the service or access to the service without Cuspend’s express written permission.
• You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Cuspend or Cuspend trademarks and/or variations and misspellings thereof without Cuspend’s express written permission.
• The validated email registered in your account will be used by the Cuspend team to communicate with you. Any messages sent to this email is considered to be delivered.
• Any questions about the terms of service should be sent to info@Cuspend.com.

As part of this Agreement, Cuspend is committed to the following levels of service delivery:

1. URGENT PRIORITY ISSUE IS DEFINED AS:

1. an issue which affects the entire Cuspend application not functioning.
2. an issue which significantly impacts your business due to not being able to use the application (e.g. server outage)

During business hours (9:00am to 5:00pm – EDT), Cuspend is committed to resolving all Urgent priority issues within four (4) hours of receipt of the support request where possible.

2. REGULAR PRIORITY ISSUE IS DEFINED AS:

1. an issue is affecting a part of the system that you use a significant part of the time to manage your business.
2. an issue is significantly affecting your ability to deliver effective customer service to your customers.

During business hours (9:00am to 5:00pm – EDT), Cuspend is committed to resolving all regular priority issues within forty eight (48) hours of receipt of the support request where possible.

3. LOW PRIORITY ISSUE IS DEFINED AS:

1. an issue is moderately impacting your business with some functionality of the system being affected.
2. a temporary work around can be implemented until the issue can be resolved.

During business hours (9:00am to 5:00pm – EDT), Cuspend is committed to resolving all the low priority issues within a period of time will be determined based on the amount of work needed.

Cuspend, in relation to the Cuspend service, is committed to an uptime target of 99.9% at all times. We have chosen and will always make sure to use a highly reputable hosting partner to ensure that we have the best possible chance of achieving this target at all times. We, however, cannot guarantee this target due to out of control factors such as telecommunications / network issues, hosting party issues, and client-related telecom issues.

• As an effort toward meeting our legal obligation we reserve the right to use the contact information you provided us through signing up for the service or any other method of communication to contact you in order to verify that the information you’ve provided is true and the purpose of the communication you initiated is legitimate. We will provide you with the information you need to decide whether or not this is what you’re looking for. If we don’t receive any response from you for one year, we have the right to cancel your account and remove your data from the system. You can opt out and/or request that your account be terminated at any point.
• We reserve the right to terminate the service for any reason, with sixty days-notice at any time. Upon termination of your Cuspend account, Cuspend will offer you a copy of your data via an appropriate data medium.
• Cuspend may delete your Cuspend account and remove your data after the termination of this agreement, except for any documents involving other parties, like; Purchase Orders, Bills, and Contracts.
• We reserve the right to refuse to offer the service to anyone for any reason at any time.
• We reserve the right to terminate accounts containing content that we determine, in our sole discretion, to be unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or that violates any party’s intellectual property or these terms of service.
• Verbal or written abuse of any kind (including threats of abuse or retribution) to any of Cuspend customers, employees, users or officers will result in possible immediate account termination.
• We reserve the right to monitor the activities in all the accounts in the system for quality assurance and to confirm that everything is inline with the terms of this agreement. All system admin activities are logged and fully controlled to only do what’s needed for it’s objective to be achieved.

• You expressly understand and agree that we shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
• In no event shall we or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or this agreement (however arising, including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
• Your use of the service is at your sole risk. The service is provided on “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
• We do not warrant that the service will be uninterrupted, timely, 100% secure or error-free.
• We do not warrant that the results that may be obtained from the use of the service will be 100% accurate or reliable.
• We do not warrant that the quality of any of our products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the service will be corrected according to your wishes.

The failure of Cuspend to exercise or enforce any of the rights or provisions in this terms of service agreement shall not constitute a waiver of such right or provision. The terms of service constitute the entire agreement between you and Cuspend and governs the use of the service, superseding any prior agreements between you and Cuspend (including, but not limited to, any prior versions of the terms of service).

• We do not claim any intellectual property rights over your material that you provide through and in Cuspend. You may request Cuspend to delete your account. Doing so will also remove all the content you have stored on the system except for any documents involving other parties like Purchase Orders and Contracts, to avoid making changes to the data of the other involved parties without their consent.
• By uploading images and item description content to Cuspend, including information uploaded through the import function, you agree to allow designated users to view them, you also allow us to store them and you agree that we can, at any time, review all the contents submitted by you on Cuspend.
• We support the protection of intellectual property and expect Cuspend users to do the same. It is our policy to respond to all notices of alleged intellectual property infringement. If individuals believe that one of our users is infringing their intellectual property rights, those individuals may send us formal notices with supporting documents to our address provided on the Contact page. Upon receiving the notice with the appropriate supporting documents, we may remove or disable the disputed account and allow for corrective actions, or notify the current account holder about the complaint. Once provided with a notice of takedown, the user may reply with a counter notification with supporting documents, if the user objects to the complaint. The original complainant must respond promptly, otherwise, we restore the material.

• Account holders who register for Cuspend packages that require payment need to use a valid credit card to pay for the service. People and organizations that register for Cuspend packages that do not require payment, do not need to submit credit card information.
• Account holders must prepay for the service, if applicable. Your service expires at the end of the service agreement period. For example, if you choose a monthly service package, the service will expire in 30 days. If you choose recurring option it will be automatically renewed at the end of the service agreement period.
• All fees are exclusive of all and any federal, provincial, state or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“taxes”). If you are a resident of Canada, you are responsible for all applicable taxes that arise from your subscription to a plan. These taxes are based on the rates applicable in the province of the billing address you provided. Such amounts are levied in addition to the payment for the plan and will be billed to your credit card.
• If you are exempt from the payment of such taxes, you must provide an original certificate that satisfies applicable legal requirements attesting to tax exempt status. Tax exemption will apply only from the date we receive such a certificate.
• If you are a non-Canadian resident who uses Cuspend, you should be exempt from Canadian taxes. If you move to Canada, we must levy taxes. Therefore, if you move to Canada, you must advise us immediately at info@Cuspend.com.

• You may cancel your account at any time by emailing info@Cuspend.com
• Once your account is cancelled, all of your content will be deleted from the system except for any documents involving other parties like Purchase Orders and Contracts, to avoid making any changes to the data of other parties without their consent.
• We do not provide refund except if we decide to terminate the account without giving legitimate reasoning. In this case you’ll be entitled to receive a refund proportional to the remaining period.
• We reserve the right to modify or terminate the Cuspend service for any reason, with a sixty days-notice at any time.
• With respect to fraud, without limiting any other remedies, we may suspend or terminate your account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with Cuspend.
• Cuspend confirms that in the event that it experiences an acquisition, or insolvency it will ensure that all your data in Cuspend remains your property. You will have full physical and electronic access to your data which can be retrieved and transferred to your choice of storage media. This same access is to be granted should either party elect to terminate the Agreement. Cuspend confirms that should Cuspend be acquired, purchased or taken over by another entity, this Agreement shall still be upheld.

• We may provide notices regarding modifications to the service and prices by posting the changes to the Cuspend website and/or email notification.
• You will be entitled, to new product enhancements when they become implemented in Cuspend.
• You will be notified, from time to time, of any significant new optional chargeable features.
• We reserve the right to start and/or stop any special offer at any time without prior notice.
• We reserve the right at any time to modify or discontinue the service (or any part thereof) with a sixty days notice.
• We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the service.

We may provide you with access to third party tools. We do not provide input for these tools, nor do we monitor or control them. You acknowledge and agree that we provide access to such tools as is without any warranties, representations or conditions of any kind and without endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third party tools.

Any use by you of the optional tools offered through Cuspend is entirely at your own risk and discretion. You should ensure that you are familiar with and approve the terms on which tools are provided by the relevant third party provider(s).

This Agreement and any action related thereto will be governed by and construed in accordance with the laws of the State of Delaware or the State of Florida and the laws of the United States of America applicable therein, without regard to conflicts of law principles. Any lawsuits in relation with this Agreement must be initiated in Wilmington, Delaware, United States of America, and the parties irrevocably attorn to the exclusive jurisdiction of the courts therein.