HACCP Control Point Terms of Service

Welcome to HACCP Control Point, a web based subscription service from Vertical Software International Inc. (hereinafter “VSI”, “we” or “us”). These Terms of Service govern your use of the VSI software and any additional services offered by or available from VSI(the “Services”). Please read these Terms of Service carefully.

YOUR ACCESSING THIS WEB SITE AND USE OF THE SERVICES SIGNIFIES THAT YOU AGREE TO THE FOLLOWING TERMS OF SERVICE AND YOU CONSENT TO THE FOLLOWING TERMS AND CONDITIONS (“TERMS OF SERVICE”) DISCLOSED HEREIN. YOU AND VSI INTEND THAT THIS IS A BINDING LEGAL AGREEMENT. IF YOU DO NOT AGREE WITH ANY OR ALL OF THESE TERMS, DO NOT USE THE SERVICES. VIOLATION OF THESE TERMS OF SERVICE WILL RESULT IN THE TERMINATION OF YOUR ACCESS TO THE SERVICES.

1. CHANGES TO THE TERMS OF SERVICE.

We may change these Terms of Service at any time. You can review the most current version of these terms by clicking on the "Terms of Service" hypertext link located either at the bottom of our web pages or in the Terms of Service section of the Buy now page. You are responsible for checking these terms periodically for changes. If you continue to use the Services after we post changes to these Terms of Use, you are signifying your acceptance of the new terms.

2. ELECTRONIC DELIVERY POLICY AND YOUR CONSENT.

You agree that we may provide to you required notices, agreements and other information concerning the VSIServices electronically. We will post the notices on the home page of VSI or on the relevant web page of the applicable service.

3. PRIVACY POLICY.

The VSI Privacy Policy explains the practices that apply to your information when you use the VSI Services. Your ongoing use of the VSI Services signifies your consent to the information practices disclosed in our Privacy Policy. You can review the Privacy Policy by clicking on the “Privacy Policy” link located on the home page of www.verticalsoftware.com.

4. CHANGES TO HACCP Control Point.

We may discontinue or change any service or feature provided at haccp.ca at any time, provided we provide you with not less than thirty (30) days prior notice.

5. SERVICE TERMS.

1. You may use the VSI Services for lawful, authorized purposes and only in accordance with these Terms of Service.

   1. You must be 13 years or older, human (and ideally, but not necessarily sentient), in order to use the Services.
   2. Accounts registered by “bots” or other automated methods are not permitted.
   3. You must provide your full legal name, a valid email address and other information we request in order to complete the signup process.
   4. Your login may only be used by you. You may not share your log in with anyone else. Additional, separate logins are available through the Services.
   5. You are responsible for maintaining the security of your account and password. VSI accepts no responsibility or liability for any loss or damage arising from your failure to comply with this security obligation.
   6. You are responsible for all of the content posted and activity that occurs under your account.
   7. One person or legal entity may NOT maintain more than one free account.

2. You may not submit any material, or otherwise engage in any conduct that:

   1. Impersonates any person, business or entity, including VSI and its employees and agents;
   2. Contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
   3. Encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
   4. You may not use the VSI Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the VSI Services.
   5. You may not attempt to gain unauthorized access to any VSI Services, user accounts, computer systems or networks, through hacking, password mining or any other means. We may take any legal and technical remedies to prevent the violation of this provision and to enforce these Terms of Service.

6. LICENSE TO USE HACCP CONTROL POINT.

The following terms and conditions govern your use of the VSI Services. This is a license agreement (“Agreement”) between you and Vertical Software International Inc. (“VSI ”). By accessing the VSI Services, you acknowledge that you have read, understand and accept the following terms and conditions (hence our desire to ensure you are in fact sentient). In the event you do not agree and do not want to be bound by these terms and conditions, destroy your passcode and cease all further use of the VSI Services.

1. License Grant

   VSI grants to you (either to you individually or the company for whom you work) a non-exclusive license to access one copy of the HACCP CONTROL POINT Services solely for your own personal or business purposes on a computer during the period of time or session where you interact with the VSI Services (whether by means of a laptop computer, standard computer or a workstation attached to a multi-user network (a “Computer”). We consider the VSI Services in use on the Computer you are then currently using when the VSI Services are loaded into that Computer’s temporary memory or “RAM” and when you interact with, upload, revise or input information onto HACCP Control Point servers by means of the VSI Services. VSI reserves all rights not expressly granted herein.

2. Ownership

   VSI or its licensors are the owner of all right, title, and interest, including copyright, in and to the VSI Services. Copyright to the individual programs available through HACCP Control Point (the “Software”) which in turn are used to deliver the VSI Services to you are either owned by VSI or its licensors. Ownership of the Software and all proprietary rights relating thereto remain with VSI and its licensors.

3. Restrictions on Use and Transfer

   1. You may use only that copy of the VSI Services associated with your name and email address.

   2. You may not:

      1. rent or lease the VSI Services;
      2. transfer VSI Services;
      3. copy or reproduce the VSI Services through a LAN or other network systems or through any computer subscriber system or computer network bulletin-board system;
      4. modify, adapt, or create derivative works based on the VSI Services; or
      5. reverse engineer, decompile or disassemble the VSI Services.

   Disclaimer of Warranties

   We provide VSI “as is” and “as available.” We make no express warranties or guarantees about VSI . TO THE EXTENT PERMITTED BY LAW, WE AND OUR LICENSORS DISCLAIM IMPLIED WARRANTIES THAT VSI AND ALL SOFTWARE, CONTENT AND SERVICES DISTRIBUTED THROUGH VSI ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT VSI WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF VSI , INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE VSI (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A VSI REPRESENTATIVE SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this contract cannot change depending upon the jurisdiction in which the Software is utilized.

   Remedies

   YOUR EXCLUSIVE REMEDY REGARDING ANY SOFTWARE PROVIDED BY US SHALL BE THE REPLACEMENT OF ANY SUCH SOFTWARE FOUND TO BE DEFECTIVE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF THE SOFTWARE. IN NO EVENT SHALL OUR LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE USE OF HACCP CONTROL POINT EXCEED THE TOTAL AMOUNT OF SERVICE FEES THAT YOU PAID US DURING A ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE.

   Limitation of Liability

   WE SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON HACCP CONTROL POINT. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME PROVINCES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH PROVINCES, STATES OR JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND SUPPLIERS, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

   INDEMNIFICATION.

   Upon a request by us, you agree to defend, indemnify, and hold harmless us and our parent and other affiliated companies, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of HACCP CONTROL POINT. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

   CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

   You agree that the laws of the Province of Ontario, Canada govern this contract and any claim or dispute that you may have against us, without regard to Ontario’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the City of London, Province of Ontario and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

   PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF USE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, COURTS IN THE PROVINCE OF ONTARIO OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE PROVINCE OF ONTARIO FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

   US Government Restricted Rights

   Restricted Rights. The Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by or on behalf of any department, unit or agency of the United States government is subject to restrictions set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Licensed Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Licensed Software – Restricted Rights at 48 FAR 52.227-19, and in similar clauses in NASA FAR supplement, as applicable.

   General

   This Agreement, together with the other Terms of Service, constitute the entire understanding between you and VSI and supercedes all prior agreements, whether oral or written, between us and may not be modified or amended except in a written document signed by both parties and which specifically refers to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict herewith. If any one or more provisions contained in this Agreement are held by a court or tribunal of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, each and every other provision shall continue to apply and remain in full force and effect.

7. Copyright and Content Ownership

We claim no intellectual property rights over the material you provide to the Service. Your profile and the materials you upload are yours. We do not pre-screen any content, however, we retain the right, but not the obligation, in our sole discretion, to refuse or remove any content that violates this Terms of Service Agreement.

8. SEVERABILITY AND INTEGRATION.

This Terms of Service contract and any supplemental terms, policies or rules on the HACCP CONTROL POINT website constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

9. PAYMENTS etc.

1. A valid credit card is required for paying accounts. Free accounts are not required to provide a credit card number.
2. An upgrade from the free 1-project plan to any paying plan will end your free trial. You will be billed for your first month immediately upon upgrading.
3. The Services are billed in advance on a monthly basis and the fee is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
4. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes and Canadian provincial and federal goods and services (GST) taxes.
5. For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.
6. Downgrading your Service may cause the loss of content, features, or capacity of your account. VSI does not accept any liability for such loss.

10. TERMINATION.

Your right to use HACCP CONTROL POINT automatically terminates at the end of the term of our agreement as set out in the VSI Contract and earlier if you violate these Terms of Use in connection with your use of HACCP CONTROL POINT. We reserve the right, in our sole discretion, to terminate your access to all or part of HACCP CONTROL POINT, in the event of you breach these Terms of Use, with or without notice.

1. You are solely responsible for properly cancelling your account. An email or phone request to cancel your account is not considered cancellation. You can cancel your account at any time by using the cancellation link in the My Account screen from within the HACCP CONTROL POINT application.
2. All of your content will be immediately deleted from the Services upon cancellation. This information can not be recovered once your account is cancelled.
3. If you cancel the Services before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
4. VSI, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any other VSI service, for any reason at any time. Such termination of the Services will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all content in your account. VSI reserves the right to refuse service or the Services to anyone for any reason at any time.