PayComplete™™ Help Center

Use rights

The System is provided as Software-as-a-Service as part of a public or private cloud solution. During the Term and subject to the terms of this Agreement, Company hereby grants to Customer a non-exclusive, non-perpetual, non-transferable, non-sublicensable right to permit Customer Representatives to use the licensed Edition of the System for Customer’s business purposes. Said use rights are non-transferable, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes Company’s form of agreement agreeing to be bound by all of the terms and conditions of this Agreement. All rights in and to the System not expressly granted herein are reserved to Company.

The System includes an API and supporting documentation.  If the Customer wishes to develop integrations (i.e., push/pull of data) to/from external systems to/from the System API, or otherwise create extensions using the API, the SDK or other means, the Customer is responsible for the development and maintenance of such integrations or extensions, unless explicitly prior agreed to the contrary by Company in writing.

License

License and Use Restrictions. Customer shall not, unless permitted by mandatory, applicable law, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit Customer Representatives or any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. You acknowledge and agree that Company shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any Customer Representatives relating to the System.

System Administrator; Customer Representative Access

Customer shall designate one or more System Administrators. System Administrators shall be responsible for managing Customer Representative access, including adding and subtracting Customer Representatives. The System Administrator shall ensure that multiple Customer Representatives do not share a password or user name. Customer acknowledges and agrees that it is prohibited from sharing passwords and/or user names with other than Customer Representatives.

The System Administrator is responsible for managing the system including customer specific System setup and configuration.

Customer Data

Customer owns all right , title and interest in the Customer Data. Customer hereby grants to Company, a non-exclusive, non-transferable (except as set forth in Section 9(c) below), non-sublicensable right and license to use, copy, transmit, modify and display the Customer Data solely for purposes of Customer’s use of the System.

The Company’s support resources may access and view Customer data for the purpose of supporting the Customer’s use of the System and thereto connected Devices and Machines.

During the Term of this Agreement, Customer Data of transactional nature (including transactions and Machine inventory information) will be retained for a minimum of 13 months. Other types of data will be retained as long as they provide functional benefit for the Customer’s use of the System.

The Company will delete all Customer data after 6 months following termination of Agreement (and Customer may additionally request immediate deletion of Customer data from the System at any time during this period). The Customer is, until the expiration of the Agreement and within the following 6 months, entitled to extract the Customer’s data from the System (subject to a fee payable to the Company to cover any necessary work performed by the Company to assist the Customer extract its data).

No Personal or Sensitive Data; Customer Responsibilities

Customer acknowledges that the System is not intended for use with personal data or protected customer information including but not limited to names, health records, credit card numbers, financial account numbers, or other similarly-sensitive personal information and the Customer agrees to ensure none is used with, accessible by or loaded onto the System. The Customer assumes all risk and will indemnify and hold Company harmless from all liability, arising from use of any such sensitive information with the System, including the risk of any inadvertent disclosure or unauthorized access thereto. Customer is responsible for ensuring that Customer and Customer's Devices' that use or are connected to the System are in compliance with all applicable laws and governmental regulations and Customer acknowledges that Customer assumes all risk arising from any such use that is not compliant with applicable laws and regulations.

Security

Company has implemented technical and organizational security measures to protect data in the System.

Company relies on Google Cloud and AWS for data storage and relies on Google and Amazon for implementation of several security aspects – both platforms are multi certified and information about the respective platform’s security and compliance efforts can be found in their compliance centers:

Cloud Compliance & Regulations Resources | Google Cloud

Cloud Compliance - Amazon Web Services (AWS)

Company performs a yearly penetration test on the System where an external information security partner objectively assesses the Platform security.

The System is ISO 27001 certified or Company can provide similar relevant documentation for implementation of security controls and information security management system relating to the System.

Customer is solely responsible for maintaining the security of all user names and passwords granted to it, for the security of its information systems used to access the System, and for the Customer’s and the Customer’s Representative’s compliance with the terms of this Agreement. Company will act as though any electronic communications it receives under user names have been sent by Customer. Customer will immediately notify Company if it becomes aware of any loss or theft or unauthorized use of any of Customer’s passwords or user names. Company has the right at any time to terminate or suspend access to any Customer Representative or to Customer if Company believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the System or Company’s network.

Services Generally

Subject to the terms of this agreement, Company shall use commercially reasonable efforts to make the System available to Customer.

Updates

Company will, at its own discretion, periodically provide Updates and maintain the System. This may include making improvements, upgrades, releases, fixes, patches, additions to, deletions from, and/or alterations to the composition and structure of the System on an ongoing basis. Company is entitled to make such Updates without notice if the changes are non-material. Non-material changes shall mean changes that are not to the material detriment of the Customer, and which do not prevent the Customer from completing key processes using the System. If the Customer can still complete processes but differently, the change shall also be deemed non-material. Changes to the System entailing that the Customer is no longer able to complete key processes shall be deemed material changes, and Company is entitled to make such Updates, subject to six (6) months’ prior notice.

Support Options and Procedures

The Company provides three different levels of support for the System. Depending on the agreed support Charge (Standard, Enterprise or Business Critical) the Support Response Time and coverage for each is different.

The Support Response Time and included coverage for the different support packages can be found in the table below.

The Support level applicable shall be determined by the Support Charge paid by the Customer. The Support Charges are detailed in Schedule 1 in the absence of a Commercial Agreement.

Support requests should always contain information about the particular Customer and a detailed description of the request.

Error Correction

Company shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as is possible using its reasonable efforts during Company's normal business hours. Customer shall provide such access, information, and support as Company may reasonably require in the process of resolving any Error. This paragraph is Customer's sole and exclusive remedy for Errors.

The Company’s response to reported Errors focuses on first restoring service and second addressing any root cause and preventing repeated issues.

Support Exclusions

Company is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by:

Support Fees

Company has the right to bill Customer at its then current standard services rates for any support inquiries excluded by Section 3(d), and not included in the agreed support package, that have been requested or pre-approved in writing (including in an email) by Customer.

Fees

In return for the Services and use rights provided by Company to Customer under the agreement, Customer shall pay to Company the non-refundable fees in the amount set forth in the  Commercial Agreement and where no separate written agreement exists the applicable fee set out in Schedule 1 (“the Fee”). All dollar amounts refer to U.S. dollars.

Payment Terms

Company shall invoice Customer and Customer shall promptly pay, yearly in advance for all Fees, Support Charges and other recurring charges, which invoices will also include all non-recurring charges and expenses incurred since the previous invoice. Customer shall pay all Company invoices within 30 days of the invoice date. If Customer is delinquent in payment of any portion of an invoice, Company may, in addition to any other remedies it may have, including termination, suspend access to the System.

Overdue Payment

Customer agrees to pay interest on delinquent amounts at the rate of 1.5% per month or part thereof (or, if lower, the maximum amount permitted by law) that a payment is overdue.

Taxes

Customer shall pay or shall reimburse Company for all sales taxes and other taxes, however characterized by the taxing authority, based upon the Fees or other charges under this Agreement or otherwise incurred on account of Customer’s use of the System, except for any taxes based upon Company's net income or gross receipts or for any franchise or excise taxes owed by Company. If Customer is a tax-exempt organization, then, upon Company's receipt of proof of such status, then Company shall not charge Customer for any taxes from which Customer is exempt.

Pricing Changes

In the second and subsequent years the Fees and the Support Charge shall increase from the preceding year by an amount equal to the greater of either a) 5%, or b) the percentage increase in the Rate during the preceding year.

Term

The term of this Agreement commences on the Effective Date hereof. The term (’Term’) will continue until the one year anniversary of the Effective Date (’the First Year’), and will automatically renew for additional terms of one year each (‘second and subsequent Years’) unless and until either party gives the other party written notice of its intention not to renew at least 90 days in advance of the then current term.

Termination for Cause

Either party can terminate this Agreement for cause upon written notice to the other party:

Company can terminate this Agreement for convenient upon 60 days prior notice to the Customer.

Obligations Upon Termination

Upon termination of this Agreement:

Confidential Information

'Confidential Information' means any and all tangible and intangible information (whether written or otherwise recorded or oral) of a party that: (A) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; or (B) the disclosing party designates as confidential or, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes, without limitation: (i) nonpublic information relating to a party’s technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (ii) third-party information that Customer or Company is obligated to keep confidential; (iii) the material terms and conditions of this Agreement; and (iv) any nonpublic information relating to any activities conducted hereunder.

Exclusions

Notwithstanding the above, the term 'Confidential Information' does not include any information that is either: readily discernible from publicly-available products or literature; or approved for disclosure by prior written permission of an executive officer of the disclosing party.

Use of Confidential Information

Each party shall only use Confidential Information furnished to it hereunder in furtherance of the activities contemplated by this Agreement, and,

except as authorized in this Agreement, it shall not disclose the Confidential Information to any other persons without the disclosing party’s express confirmation in writing.

Required Disclosures

A receiving party may disclose Confidential Information of the disclosing party as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by law, provided that the receiving party (i) gives the disclosing party reasonable written notice to allow it to seek a protective order or other appropriate remedy (except to the extent compliance with the foregoing would cause the receiving party to violate a court order or other legal requirement), (ii) discloses only such information as is required by the governmental entity or otherwise required by law, and (iii) and uses its best efforts to obtain confidential treatment for any Confidential Information so disclosed.

Return of Information

Except as set forth otherwise in the specific provisions concerning Customer Data set forth in Section 5(c) above, if a disclosing party so requests at any time, the receiving party shall return or destroy promptly all copies, extracts, or other reproductions in whole or in part of the Confidential Information in its possession.

Survival

The parties hereto covenant and agree that this Section 6 will survive the expiration, termination, or cancellation of this Agreement for a period of 3 years, except for Confidential Information constituting a trade secret, with respect to which this Section will survive the expiration, termination, or cancellation of this Agreement for so long as such Confidential Information remains a trade secret.

Indemnification by Company

FOR CUSTOMER USING ONLY A FREE EDITION OF THE SYSTEM, THIS SECTION 7(A) DOES NOT APPLY AND YOU ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO ANY INDEMNIFICATION FROM COMPANY. For Customers using an Edition of the System and paying a Fee, Company shall defend, indemnify and hold harmless Customer from and against all damages, liabilities, losses and expenses, including reasonable attorneys’ fees and expenses, resulting from any third-party claim, suit or proceeding that arises from Customer’s use of the System in accordance with this Agreement that, to Company's knowledge, infringes or misappropriates any U.S. trade secret, trademark, or copyright. Company will have no indemnity obligation to Customer if the alleged infringement or misappropriation is based on (i) any combination, operation, or use of the System with products, services, information, materials, technologies, business methods or processes not furnished by Company to the extent the infringement or misappropriation is based on such combination, operations or use; (ii) any modification (other than by Company) to the System to the extent the infringement or misappropriation is based on such modification; or (iii) the Customer's failure to promptly install any Update that is provided by Company that would have eliminated the actual or alleged infringement or misappropriation.

Indemnification by Customer

Customer shall defend, indemnify and hold harmless Company from and against all damages, liabilities, losses and expenses, including reasonable attorneys’ fees and expenses, resulting from any third-party claim, suit or proceeding that arises from the Customer and/or Customer Representatives' use of the System (other than to the extent indemnified by Company under Section 7(a) or, in the case of a Customer using only a free Edition of the System, other than to the extent the third-party claim would have been subject to indemnification by Company under Section 7(a) if Section 7(a) applied to Customer).

Indemnification Process

The indemnified party shall promptly notify the indemnifying party in writing of any third party claim, stating the nature and basis of the third party claim, to the extent known. The indemnifying party shall have sole control over the defense and settlement of any third party claim, provided that, within fifteen (15) days after receipt of the above-described notice, the indemnifying party notifies the Indemnified Party of its election to so assume full control. The foregoing notwithstanding, the indemnified party shall be entitled to participate in the defense of such third party claim and to employ counsel at its own expense to assist in the handling of such claim, except that the indemnified party’s legal expenses in exercising this right shall be deemed legal expenses subject to indemnification hereunder to the extent that (x) the indemnifying party fails or refuses to assume control over the defense of the third party claim within the time period set forth above; (y) the indemnified party deems it reasonably necessary to file an answer or take similar action to prevent the entry of a default judgment, temporary restraining order, or preliminary injunction against it; or (z) representation of both parties by the same counsel would, in the opinion of that counsel, constitute a conflict of interest. The indemnifying party shall not settle any such third party claim without the written consent of the indemnified party, except for a complete settlement requiring only the payment of money damages to be paid by the indemnifying party.

Sole Remedy

Indemnification pursuant to this Section is the parties’ sole remedy for any third party claim against the other party in the nature of intellectual property infringement or misappropriation.

Service Level Targets

The System uptime target availability is 99.5% measured over a quarter, excluding planned downtime (see below) and downtime due to regular releases or emergency patches.

The Company is responsible for upgrading and patching the System with the least possible level of impact for the Customer.

System releases can occur at the convenience of the Company with respect to customer experience.

Emergency patching can occur at all times if the service’s continuity and/or the system’s integrity depend on the System being patched. The System might become unavailable during patching.

The Company is entitled to carry out maintenance of the platform. Such maintenance might require longer planned downtime. The Company shall endeavor to give the Customer at least five (5) working days prior notice before longer planned downtime. Notification will happen in the application information center or on the Company website.

Notwithstanding the foregoing, Company does not guarantee network availability between Customer and the Company hosting servers, as such availability can involve numerous third parties and is beyond the control of Company. Company will not be liable for nor provide any compensation hereunder for any downtime caused in whole or part by a third-party data center provider nor for any downtime that Customer experiences as a result of Customer or Customer Representatives’ own network connectivity issues. If Customer experiences a System or Service outage and is unable to access the System or any Service, Customer must immediately contact the Company, providing any/all necessary information that may assist Company in determining the cause of the outage.

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Disclaimer of Warranties

EXCEPT FOR THE LIMITED SERVICE LEVEL TARGETS SET FORTH IN SECTION 8(A) AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SYSTEM, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SYSTEM. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH IN THE LIMITED SERVICE LEVEL TARGETS IN SECTION 8(A), COMPANY DISCLAIMS ANY WARRANTY THAT THE SYSTEM, THE SERVICES PROVIDED BY COMPANY, OR THE OPERATION OF THE SYSTEM ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. COMPANY MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON- INFRINGEMENT, MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.

Disclaimer of Consequential Damages

TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HAS NO LIABILITY WITH RESPECT TO THE SYSTEM, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitations of Remedies and Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO ALL FEES PAID TO COMPANY BY THE CUSTOMER IN RESPECT OF DEVICE LICENSES FOR THE SYSTEM DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY; OR IN THE CASE OF CUSTOMER USING ONLY A FREE EDITION OF THE SYSTEM, ONE HUNDRED UNITED STATES DOLLARS ($100.00).

Notices

Notices regarding this Agreement to Company shall be in writing and sent by first class mail or overnight courier at the address provided at that time on Company's website.

Company may give notice by means of posting notice on the System, by electronic mail to Customer's e-mail address on record with Company, or by written communication sent by first class mail or overnight courier to Customer's address on record in Company's account information. All notices shall be deemed to have been given three days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or 12 hours after either sending by e-mail or posting on the System.

Force Majeure

'Force Majeure Event' means any act or event that (a) prevents a party (the 'Nonperforming Party') from performing its obligations or satisfying a condition to the other party’s (the 'Performing Party') obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. 'Force Majeure Event' does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.

Assignment

Company may assign any of its rights or obligations under this Agreement at any time; provided, however, that Company shall not assign the rights granted to Customer Data in Section 2(d) except in connection with the sale (whether by merger, asset sale, equity sale or otherwise) of (i) Company, (ii) the System or (iii) a portion of Company or the System that would reasonably require the acquirer of said portion to be assigned such rights to the Customer Data. Customer shall not assign any of its rights under this Agreement, except with the prior written approval of Company, which shall not be unreasonably withheld. The preceding sentence applies to all assignments of rights, except in the event of a voluntary transfer of substantially all assets by Customer to a transferee which executes Company’s form of agreement agreeing to be bound all of the terms and conditions of this Agreement. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is void.

Governing Law; Venue

The laws of the State of Illinois in the United States of America (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Delaware, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any state or federal court sitting in Delaware; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

Recovery of Litigation Costs

If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.

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Entire Agreement

This Agreement and any related Commercial Agreement constitute the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement and the Commercial Agreement[OL1]  cannot be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement or any Commercial Agreement. There are no conditions precedent to the effectiveness of this Agreement, other than any that are expressly stated in this Agreement or any Purchase Order/Order Form.

Amendments

The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.

Survival

Each party hereto covenants and agrees that the provisions in Sections 1, 2(b), 5(c), 6, 7, 8, and 9 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.