SNS-TourSolver® Terms of Use

DESCRIPTION OF SERVICES TO BE PROVIDED:  C2Logix will provide access to its SNS-TourSolver® Software as a Service module (Software) including all upgrades and enhancements during the Term of this Agreement according to the terms stated in this Agreement.  In consideration of Subscriber payments, C2Logix grants the Subscriber a non-exclusive, non-transferable license to use the Software as a Service for the amount of user subscriptions and to use the Software on and from the Signed Date according to the terms and conditions of this Agreement during the Term (One Year from the date of your subscription request).  C2Logix will have NO OBLIGATION TO INSTALL OR SET UP THE SOFTWARE, NOR TO PROVIDE ANY ON SITE TRAINING WITH RESPECT TO ITS SET UP OR USE, other than providing instructions on how to do so.  The Subscriber may only create routes for up to 20 vehicles unless otherwise agreed to using the Software for the Term, PROVIDED such access and use is solely via an approved computer that supports the Software and which is specified in the user documentation available.  The Subscriber acknowledges that the number of vehicles being routed by the Software is limited as set out in this Agreement. The subscriber also agrees to abide by the terms of the End User License Agreement (EULA) provided on the website.  Additional users may be added from time to time by written agreement by both parties.  Subscriber acknowledges and agrees that any users added to this Agreement will be governed by the terms and conditions contained herein unless specifically amended by signature of both parties.  The addition of users will be added to the monthly payment through the remaining term of the Agreement.  Subscriber agrees not to use the services for any unlawful purpose.

 

PAYMENT TERMS:  The rate may be adjusted to the current market rate at the Renewal of this Agreement.  In the event of early termination of the Agreement for any reason, the full balance of installments due and unpaid for the remainder of the term shall be payable forthwith upon the effective date of termination.  Subscriber acknowledges the obligation to continue payments in all events including but not limited to inavailability of internet service, service interruptions, damage to equipment, etc.  All payments by the Subscriber to C2Logix shall be made in U.S. Dollars to C2Logix.  Subscriber acknowledges the obligation to pay the monthly fee for each user on the monthly payment day in advance of service over the term of this Agreement.  If full payment is not received on the payment day of each month, service may be SHUT OFF.

 

RECONNECTION FEE:  Data will be hosted on a physical or virtual server maintained by C2Logix, or a company qualified to host data.  The Agreement will run from the first full month of Software service according to signed date stated on the first page of this Agreement unless otherwise agreed to.  Should connection(s) be shut off for any reason in accordance with the terms of this Agreement a reconnection fee may apply.

 

INDEMNITY:  The Subscriber shall be solely responsible for, and shall indemnify, defend, and hold C2Logix free and harmless from all damages, liabilities, charges, and expenses (including attorney’s fees) from all claims, lawsuits, or other proceedings to the extent arising out of or relating to (a) use of the Software in a manner permitted or not permitted by this Agreement, by the Subscriber and independent contractors, their employees and agents, and all persons or entities who have access through the Subscriber or independent contractors to the Software or; (b) infringement of any right resulting in any way from the use of the Software with other software or hardware provided or not provided by C2Logix or from any computer software or printed, electronic, or recorded materials created by the Subscriber or independent contractors.  This clause is not intended to limit the Subscriber's duty to indemnify C2Logix, as otherwise required by law.

 

NON-PAYMENT / BREACH:  A late payment charge of 1.5% (or the maximum interest rate permitted by law) per month may be applied to the Subscriber's account if monthly invoice amounts are received after 5 days of the payment day as covered by the Agreement.  The late payment charge is for costs related to the non-timely payment and shall not be deemed an interest payment.  A charge of $35.00 will be charged to Subscriber for any check or negotiable instrument tendered by Subscriber and returned unpaid by a financial institution for any reason.  C2Logix may demand payment by money order, cashier’s check, or similarly secure form of payment, at C2Logix's discretion at any time or from time to time.  If C2Logix obtains the services of a collection agency or an attorney to assist C2Logix in remedying Subscriber's breach of this Agreement, including but not limited to the breach of the terms and conditions of this Agreement, in addition to any other remedies C2Logix may have, C2Logix may temporarily or permanently terminate service to customer.  If service is terminated all outstanding payments to be made in installments are accelerated and immediately due in full.

 

RENEWAL and TERMINATION:  At the end of the Term, unless terminated, this Agreement will automatically be renewed for a period of one year.  Thirty to sixty days prior to the end of the Term or the anniversary of the Term, either party may terminate this Agreement upon written notice mailed via Email, or certified mail to the last known address. If notification is made via Email, then it is the sender’s responsibility to get a written confirmation from the recipient that the message was received and understood.

 

ASSIGNMENT / GOVERNING LAW:  This Agreement may be freely assigned by C2Logix to any successor of it or any other firm or entity capable of performing its obligations hereunder, and upon any such assignment, C2Logix shall be released from all obligations to Subscriber.  Subscriber may not assign this Agreement without the prior consent of C2Logix, which will not be unreasonably withheld.  Subject to the restrictions contained herein, this Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties hereto.  The laws of the State of Florida shall govern this Agreement.  If either party institutes an action relating to or arising out of this Agreement or any of its terms, each party shall bear all of their own costs and attorney’s fees.  Any legal proceeding brought by or against the parties with respect to this Agreement shall be brought in the courts of the Commonwealth of Virginia or in any United States District Court located in Fairfax County, Virginia, and the parties hereby irrevocably submit to such jurisdiction and hereby irrevocably waive any and all objections, which they may have with respect to venue in any of the above courts.  This Agreement constitutes the complete and exclusive agreement of the parties with respect to the subscription for Software to the Subscriber, superseding all other communications of any kind by any means between C2Logix and the Subscriber relating to the subject matter of this Agreement.  The parties have read this Agreement and agree to be bound by its terms.  Any amendment or waiver of this Agreement or any exhibit hereto, must be in writing, executed by C2Logix and the Subscriber.  The parties do not intend by this Agreement to create any benefit for any third party, and no third party shall have any rights under this Agreement.

 

WARRANTIES AND LIMITATIONS OF LIABILITY:  If there exists an error in the Software service, the Subscriber shall promptly inform C2Logix and C2Logix shall endeavour in good faith and in a reasonable time to correct the error.  The Subscriber's sole remedy against C2Logix in the event of an error in the Software is to allow C2Logix to correct the error. THE SUBSCRIBER'S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THIS WARRANTY SHALL BE CORRECTION OR REPLACEMENT OF THE NON-CONFORMING SOFTWARE AT C2LOGIX'S DISCRETION. THE LIMITED EXPRESS WARRANTY STATED ABOVE IS THE ONLY WARRANTY MADE BY C2LOGIX.  THERE ARE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOR OTHER WARRANTIES, EXPRESS OR IMPLIED (BY OPERATION OF LAW OR OTHERWISE), BY C2LOGIX WITH RESPECT TO THE SOFTWARE OR ANY OTHER GOOD OR SERVICE PROVIDED UNDER THIS AGREEMENT.  NO EMPLOYEE, AGENT OR REPRESENTATIVE OF C2LOGIX HAS THE AUTHORITY TO BIND C2LOGIX TO ANY ORAL REPRESENTATIONS OR WARRANTY CONCERNING THE SOFTWARE OR ANY OTHER GOOD OR SERVICE PROVIDED BY C2LOGIX.  ANY ORAL OR WRITTEN REPRESENTATION OR WARRANTY NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BE ENFORCEABLE BY THE SUBSCRIBER.  C2LOGIX'S AGGREGATE LIABILITY TO THE SUBSCRIBER FOR ANY CLAIM IN CONTRACT, TORT OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, ITS NEGOTIATION, OR ITS PERFORMANCE OR NON-PERFORMANCE SHALL BE LIMITED TO THE TOTAL AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID TO C2LOGIX UNDER THIS AGREEMENT.  C2LOGIX SHALL NOT BE LIABLE TO THE SUBSCRIBER FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER ANY CIRCUMSTANCES, EVEN IF C2LOGIX HAS BEEN ADVISED OR, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF.  The subscriber has reviewed the product and services and has determined that the product and service is suitable for their intended purpose.

 

Any communication or inquiry can be made via email to: support@c2logix.com

 

C2Logix