These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and UTC Retail ("UTC Retail," "we," "us," or "our") governing your access to and use of our website, software products, hardware solutions, lifecycle management services, and all related content, features, and functionality (collectively, the "Services").
By accessing, browsing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy and Cookie Policy, which are incorporated herein by reference. If you do not agree to these Terms, you must not access or use our Services.
You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Services. If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
To access certain features of our Services, you may be required to register for an account. You agree to:
- Provide accurate, current, and complete information during registration.
- Maintain and promptly update your account information.
- Maintain the security and confidentiality of your account credentials.
- Immediately notify us of any unauthorized use of your account.
- Accept responsibility for all activities that occur under your account.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Services for your internal business purposes. This license does not include any rights to resell, distribute, or commercially exploit the Services.
You agree not to:
- Copy, modify, adapt, translate, or create derivative works of the Services.
- Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Services.
- Rent, lease, lend, sell, sublicense, assign, distribute, or transfer the Services.
- Remove, alter, or obscure any proprietary notices or labels on the Services.
- Use the Services for any illegal, harmful, fraudulent, or unauthorized purpose.
- Interfere with or disrupt the integrity or performance of the Services.
- Attempt to gain unauthorized access to the Services or related systems.
- Use automated systems or software to extract data from the Services (scraping).
- Use the Services in any manner that could damage, disable, or impair our systems.
The Services, including all content, features, functionality, software, hardware designs, trademarks, service marks, trade names, logos, and all intellectual property rights therein, are owned by UTC Retail or our licensors and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted to you are reserved by UTC Retail.
You retain all rights to any content, data, or materials you submit, upload, or transmit through the Services ("Your Content"). By submitting Your Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, and display Your Content solely to provide and improve the Services. You represent and warrant that you own or have the necessary rights to Your Content and that Your Content does not violate any third-party rights or applicable laws.
UTC Retail and associated logos and product names are trademarks of UTC Retail. You may not use our trademarks without our prior written permission. Other trademarks, service marks, and trade names that may appear on the Services are the property of their respective owners.
Certain Services require payment of fees. All fees are stated in U.S. dollars unless otherwise specified. You agree to pay all applicable fees as described on our website or in your service agreement. Prices are subject to change with notice. You are responsible for providing accurate and current billing information and maintaining a valid payment method.
Subscription-based Services automatically renew at the end of each billing period unless you cancel before the renewal date. You authorize us to charge your payment method for renewal fees. We will provide notice of fee changes at least 30 days before the renewal date. Subscription fees are non-refundable except as required by law or as stated in our refund policy.
Fees exclude applicable sales, use, value-added, and other taxes. You are responsible for paying all such taxes, except for taxes based on our net income.
We warrant that our Services will perform substantially in accordance with the documentation provided. For hardware products, we provide a limited warranty as specified in the product documentation. Our warranty obligations are limited to repair, replacement, or refund as determined by us in our sole discretion.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UTC RETAIL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).
Some jurisdictions do not allow the limitation or exclusion of certain warranties or liabilities, so some of the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless UTC Retail, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) Your Content; (c) your violation of these Terms; (d) your violation of any rights of another party; or (e) your violation of any applicable laws or regulations.
These Terms commence when you first access or use the Services and continue until terminated in accordance with this section.
You may terminate these Terms at any time by discontinuing your use of the Services and closing your account. Termination does not relieve you of any payment obligations for Services already provided.
We may suspend or terminate your access to the Services immediately, without prior notice, for any reason, including if you breach these Terms, engage in fraudulent activity, pose a security risk, or if required by law. We may also terminate inactive accounts without notice.
Upon termination, your right to use the Services will immediately cease. All provisions of these Terms that by their nature should survive termination shall survive, including intellectual property rights, disclaimers, limitations of liability, and dispute resolution provisions. We may delete Your Content upon termination unless retention is required by law.
Our collection, use, and protection of your personal information is governed by our Privacy Policy. By using the Services, you consent to our data practices as described in the Privacy Policy. You are responsible for ensuring that Your Content complies with applicable data protection laws, including obtaining necessary consents and providing required notices.
The Services may be subject to export control and economic sanctions laws and regulations of the United States and other jurisdictions. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or sanctions. You agree to comply with all applicable export control and sanctions laws and will not use the Services in violation of such laws.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English in Chicago, Illinois. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. This arbitration agreement does not preclude either party from seeking injunctive relief in court to prevent irreparable harm.
YOU AND UTC RETAIL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND UTC RETAIL AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
We reserve the right to modify these Terms at any time in our sole discretion. We will provide notice of material changes by posting the updated Terms on our website with a revised "Last Updated" date, and may also notify you via email or through the Services. Your continued use of the Services after the effective date of the modified Terms constitutes your acceptance of the changes. If you do not agree to the modified Terms, you must discontinue use of the Services.
The Services may contain links to third-party websites, applications, or services, or may integrate with third-party platforms. We do not control, endorse, or assume responsibility for any third-party services or content. Your use of third-party services is at your own risk and subject to their terms and policies. We disclaim all liability for any damages arising from your use of third-party services.
If you provide us with feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without any obligation to compensate you or provide attribution.
We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, telecommunications failures, internet outages, or cyberattacks.
You may not assign, transfer, or delegate these Terms or your rights and obligations hereunder without our prior written consent. We may assign these Terms or any rights hereunder without your consent in connection with a merger, acquisition, corporate reorganization, or sale of assets. Any attempted assignment in violation of this section shall be void.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.
These Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and UTC Retail regarding the Services and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
For questions about these Terms, please contact us:
UTC Retail
Attn: Legal Department
Email: info@utcretail.com
Phone: 1-(585) 924-9500
Website: www.utcretail.com/terms-conditions
BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
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