Terms of Service

The Service is provided to businesses for managing direct-store-delivery and related operations, and may be made available to prospective customers and their personnel for demonstration or evaluation. You must be at least 18 years old and capable of forming a binding contract to use the Service. You are responsible for ensuring that everyone who accesses the Service through your account complies with these Terms.

• “Service” means the Tanel software, platform, applications, demonstration and evaluation environments, documentation, and related services we make available.
• “Demo” or “Evaluation Use” means access granted to you for the sole purpose of evaluating the Service, including any trial, demonstration, pilot, beta, or pre-release access.
• “Your Content” means data, files, and materials you or your users submit to the Service.
• “Confidential Information” means non-public information disclosed through the Service, including non-public features, user interfaces, designs, workflows, pricing, and performance information, whether or not marked confidential.

You must provide accurate information and keep it current. You are responsible for safeguarding your credentials and for all activity under your account. Notify us promptly of any unauthorized use. We may suspend or terminate accounts that we reasonably believe violate these Terms.

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service for your internal business purposes. Where access is granted for Demo or Evaluation Use, that right is limited solely to internally evaluating the Service and may be time-limited and revoked at any time. This is a grant of access only; no ownership rights are transferred to you.

The Service is owned by US Software Company, LLC and its licensors and is protected by copyright, trademark, trade secret, and other intellectual property laws. As between you and us, we retain all right, title, and interest in and to the Service, including all software, source and object code, APIs, user interfaces, “look and feel,” visual designs, layouts, graphics, workflows, data models, schemas, logic, configurations, documentation, and all trademarks, service marks, logos, and trade dress. No right, title, or interest in the Service is granted to you except for the limited license expressly set out in these Terms. All rights not expressly granted are reserved.

You shall not, and shall not permit any third party to, directly or indirectly:

• copy, reproduce, republish, distribute, or create derivative works of the Service or any part of it, including its user interfaces, screens, designs, layouts, features, or workflows;
• reverse engineer, decompile, or disassemble the Service, or otherwise attempt to derive its source code, underlying ideas, algorithms, structure, or organization;
• use the Service, or any of its designs, features, or know-how, to build, train, market, or assist any product or service that competes with or is substantially similar to the Service, or for benchmarking or competitive analysis;
• scrape, frame, mirror, crawl, or use bots or other automated means to access, index, or extract the Service or its contents;
• remove, obscure, or alter any proprietary notices, marks, or labels;
• sell, resell, rent, lease, sublicense, distribute, or otherwise make the Service available to any third party;
• circumvent or attempt to circumvent any access controls, usage limits, or security measures, or access the Service other than through interfaces we provide;
• use the Service in violation of applicable law or to infringe the rights of others.

Demo and Evaluation access is provided for your internal evaluation only and may include non-public, pre-release, or beta functionality made available on an “as is” basis. The Service and any non-public features, designs, workflows, and performance information you observe are our Confidential Information. You agree to keep such Confidential Information confidential and not to disclose, publish, distribute screenshots or recordings of, or replicate or attempt to replicate it, except as we expressly authorize in writing. These obligations survive termination of your access.

You acknowledge that any breach of the license, restriction, intellectual-property, or confidentiality provisions of these Terms — including copying the Service or building a product or service derived from it — would cause us immediate and irreparable harm for which monetary damages alone are inadequate. Accordingly, in addition to any other remedy, we are entitled to seek injunctive and other equitable relief to stop and prevent such conduct, including an order enjoining any infringing or derivative product, without the requirement to post a bond.

If you violate these provisions, you agree that we are entitled to recover from you, to the maximum extent permitted by law:

• Disgorgement of profits— all revenue and profits that you or any affiliated party derived from the infringing or derivative product or service, which you agree to hold for us and pay over as restitution for unjust enrichment;
• Our damages— our actual damages or, where greater and available, the statutory, enhanced, or multiplied damages provided by law (including under applicable copyright and trade-secret laws, which may award enhanced or multiplied damages for willful conduct); and
• Enforcement costs— our reasonable attorneys’ fees, expert fees, and the costs of investigation and enforcement.

These remedies are cumulative and in addition to — not in place of — the indemnification, termination, and other rights in these Terms and any rights or remedies available to us at law or in equity. The limitation of liability below does not cap your liability to us for violating our intellectual-property or confidentiality rights.

If you provide suggestions, ideas, or other feedback about the Service (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback for any purpose, without any obligation or compensation to you.

You retain all rights in Your Content. You grant us a non-exclusive, worldwide license to host, store, process, transmit, and display Your Content solely as necessary to provide and maintain the Service. You represent that you have the rights necessary to submit Your Content and that it does not violate applicable law or these Terms. Our handling of personal data is described in our Privacy Policy.

These Terms apply while you access or use the Service. We may suspend or terminate your access at any time, with or without notice, including for any breach of these Terms (and especially for any violation of the intellectual-property or restriction provisions). Upon termination, your license ends and you must cease all use of the Service and, at our request, return or destroy any Confidential Information in your possession. Sections that by their nature should survive termination will survive.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. THIS IS ESPECIALLY TRUE OF DEMONSTRATION, EVALUATION, AND PRE-RELEASE FEATURES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, US SOFTWARE COMPANY, LLC AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THE SERVICE. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

You agree to indemnify and hold harmless US Software Company, LLCand its affiliates, officers, and employees from any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of your use of the Service, Your Content, or your breach of these Terms.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. You agree that the state and federal courts located in the State of Delaware will have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and you consent to personal jurisdiction there.

We may update these Terms from time to time. If we make material changes, we will update the “Last updated” date above and, where appropriate, provide additional notice. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

These Terms, together with the Privacy Policy and any order or agreement you enter into with us, are the entire agreement between you and us regarding the Service. If any provision is found unenforceable, the remaining provisions remain in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for failures caused by events beyond its reasonable control.

Questions about these Terms may be sent to team@ussoftwarecompany.com, or by mail to US Software Company, LLC, 7 Village Drive, Montville, NJ 07045, United States.