Service Agreement

This Agreement was last modified on May 21, 2019.

Your use of the Service is governed by this agreement which is entered into between you and Kaelex, Inc. dba Ready Set Retail ("Ready Set Retail", "we, "us", "our"). Your use of the Service constitutes your agreement to the terms contained herein. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICE.

Ready Set Retail's Responsibilities

 

Subject to the more detailed terms set forth herein, Ready Set Retail agrees that it will provide services that integrate with your cloud POS system to provide additional functionality. Services that we are able to provide and associated responsibilities are detailed below.

Rewards:

  1. Enable you to configure a Rewards Program which will track points and rewards earned by your Customers.

  2. Track earned rewards and cause them to expire following a number of days configured by you.

  3. Track rewards used and redeemed by your Customers.

Integrations:

  1. Provide you with a platform for connecting and sharing data between various cloud-based systems.

For all services, we will:

  1. Provide support related to your use of the Service and attempt to resolve issues promptly and professionally.

  2. Use reasonable measures to protect your data from theft and misuse.

Your Responsibilities

To use the Service, you must create an account with the Ready Set Retail. Our registration process asks for information, including legal name and other detailed information. The information You provide during the registration process must be accurate and complete, and must be kept up-to-date after registration. Ready Set Retail reserves the right to suspend or terminate your account if you provide inaccurate, false, or incomplete information, or if you fail to comply with registration requirements.

Subject to the more detailed terms set forth herein, you agree to:

Rewards:

  1. Provide Ready Set Retail with the information necessary to properly configure your Rewards Program.

  2. Redeem or honor any advertised Rewards in connection with the Rewards Service.

  3. Connect the Rewards Service with an authorized POS provider (including Springboard Retail) and maintain the credentials required to integrate with the POS provider.

  4. Learn how to manage points and rewards within your POS provider's service.

All Services:

  1. Maintain, at your sole expense, equipment and appropriate telecommunication service adaptable to, compatible with, and suitable for communication with the Ready Set Retail platform.

  2. Keep your user name and password secure; you are solely responsible for any unauthorized access to the Service using your user names and passwords.

  3. Monitor and verify that service is functioning as expected with regards to timely updating of information between cloud services and work with Ready Set Retail support to resolve issues that may arise.

Cloud Service Integrations and Use of Data

Ready Set Retail's Service requires an integration with at least one authorized cloud service provider. In order to provide you with the Service, it is necessary to collect and store certain information. The data that we collect depends on the Ready Set Retail Services that you choose to utilize. For example, if you do not use a service that requires us to access gift card numbers and balances, we will not collect that information. In certain cases, a parent entity will authorize us to collect information on their behalf (see "Use of Data by Parent Entities" below).

Once you have connected the Service to a cloud provider, you authorize Ready Set Retail to collect, store, and modify the following data:

  1. Customer data including contact information. We will not use the data collected to contact your Customers in any way. We will not sell or transfer your customer data except as required to fulfill our responsibilities according to the terms of this agreement. We may, at a future date, allow you to contact your Customers through our Service. The data is used to enable functionality related to the Service or to enable future functionality related to the Service. We do NOT store any credit card data or passwords related to your Customers.

  2. Transaction information including, but not limited to, items purchased, price paid, item cost, quantity purchased, and description of items.

  3. Inventory information including vendors, items, availability, purchase orders, and purchase receipts.

  4. Gift card information including numbers and balances.

BY CONFIGURING A CLOUD SERVICE CONNECTION, YOU CONFIRM THAT YOU ARE AUTHORIZED TO TO PROVIDE THE CREDENTIALS REQUIRED TO CONNECT TO, QUERY, AND MODIFY DATA HOSTED BY THAT CLOUD SERVICE.

Use of Data by Parent Entities

If you are part of a related group of users which is governed by a separate entity (such as a franchise, cooperative, or parent company) that has entered into a separate agreement with Ready Set Retail, you authorize Ready Set Retail to utilize your configured cloud service integrations on that entity's behalf to collect, store, and modify data stored in integrated cloud services at that entity's discretion. 

It is the responsibility of the parent entity to disclose how they intend to use such connections and related data. Ready Set Retail is not responsible for any claims that may arise from disagreements between you and the separate entity regarding use of your data.

Typical use of the connection by parent entities includes (but is not limited to):

  1. Collection of transaction data for forecasting and analytics purposes.

  2. Collection of purchasing data for forecasting and analytics purposes.

  3. Collection of inventory availability data for use in ecommerce and inventory optimization.

  4. Collection of customer data for shared marketing purposes.

  5. Creation and editing of item records.

  6. Creation and editing of vendor records.

  7. Creation and editing of purchase orders.

Reward Redemption

If you utilize our Rewards Service, it is your sole responsibility to provide your Customers with an opportunity to redeem rewards as advertised and configured by you. 

Federal, State, and Local Laws

Laws governing rewards programs and rebates vary from jurisdiction to jurisdiction. You are solely responsible for ensuring that your use of the Rewards Service does not violate any federal, state, or local laws.

Subscription

Your subscription term and pricing is determined at the time you sign up for the Service. If you are part of a related group of users (such as a franchise, cooperative, or parent company) which has entered into an agreement with Ready Set Retail, your subscription length and pricing may be determined by that agreement.

Your subscription will be renewed automatically unless you decide to terminate the service per the requirements below.

Changes to Subscription Price and Plans

We reserve the right to adjust subscription pricing and plans at our sole and absolute discretion. If you are part of a related group of users which is governed by a separate entity (such as a franchise, cooperative, or parent company), your pricing may be determined by an agreement between Ready Set Retail and that separate entity.

Any changes in pricing or plans will go into effect on your next renewal date following notice to you.

Termination

We reserve the right to terminate your access to this Service if you are found to be in violation of this agreement or any other agreements between you and Ready Set Retail (including Ready Set Retail's website Terms of Use). 

You may terminate your service by contacting support@readysetretail.com before your Subscription auto-renews at the end of your Subscription Term. REFUNDS WILL NOT BE PROVIDED FOR EARLY TERMINATION OF YOUR SUBSCRIPTION. Ready Set Retail will provide you with access to the Service through the end of your Subscription Period as long as you are not in breach of this agreement and have paid for use of the Service. 

Disclaimers

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE AND SERVICES ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, READY SET RETAIL AND ITS DIRECTORS, OFFICERS, LICENSORS, SUBCONTRACTORS AND AGENTS DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICES OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT AND ACCURACY. WE DO NOT GUARANTEE THAT OUR WEBSITE OR SERVICE OR DATA WILL ALWAYS BE AVAILABLE OR OPERATE ERROR-FREE. THIS DISCLAIMER SUPERSEDES ANY STATEMENT (ORAL OR WRITTEN) FROM OUR OFFICERS, EMPLOYEES, OR AGENTS.

Limitation of Liability

IN NO EVENT WILL WE BE LIABLE OR OBLIGATED TO YOU OR ANY THIRD PARTY IN ANY MANNER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES ON ACCOUNT OF LOST PROFITS, LOST REVENUES OR FAILURE TO REALIZE ANTICIPATED BUSINESS BENEFITS, ARISING IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER OCCURRING IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGES MAY HAVE BEEN INCURRED.

IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE READY SET RETAIL PLATFORM EXCEED THE PAYMENTS RECEIVED FROM YOU IN THE PREVIOUS TWELVE (12) MONTHS, UNDER THIS AGREEMENT. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHETHER THE DAMAGES ARISE IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.

Indemnity

YOU WILL INDEMNIFY AND HOLD HARMLESS READY SET RETAIL, ITS AFFILIATED AND RELATED ENTITIES, AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS ("COMPANY INDEMNITEES") AGAINST ANY CLAIMS, ACTIONS, SUITS, INVESTIGATIONS, PROCEEDINGS, LIABILITIES, LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES, INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES AND COSTS, IN EACH CASE AS AND WHEN INCURRED ("DAMAGES"), ARISING OUT OF, RELATING TO, OR INCURRED IN CONNECTION WITH, ANY OF THE FOLLOWING:

1) YOUR BREACH OR ALLEGED BREACH OF THIS AGREEMENT, OR OF YOUR REPRESENTATIONS, WARRANTIES OR COVENANTS SET FORTH HEREIN;

2) YOUR USE OR MISUSE OF USER DATA;

3) YOUR FAILURE, OR ALLEGED FAILURE, TO REDEEM OR HONOR A REWARD;

4) THE PRODUCTS OR SERVICES PROVIDED BY YOU, INCLUDING BUT NOT LIMITED TO ANY CLAIMS FOR FALSE ADVERTISING, PRODUCT DEFECTS, PERSONAL INJURY, DEATH, OR PROPERTY DAMAGES RELATED TO YOUR PRODUCTS OR SERVICES;

5) YOUR FAILURE, OR ALLEGED FAILURE TO FOLLOW FEDERAL, STATE, AND LOCAL LAWS RELATING TO THE ADMINISTRATION AND EXECUTION OF A REWARDS PROGRAM OR ANY OTHER OPERATIONS RELATED TO A REWARDS PROGRAM INCLUDING GIFT CARDS, REBATES, PROMOTIONS, AND SWEEPSTAKES LAW;

6) A PARENT ENTITY'S (FRANCHISOR, COOPERATIVE, PARENT COMPANY, OR OTHER RELATED ENTITY) USE OR MISUSE OF THE CLOUD SERVICE INTEGRATIONS WHICH YOU CONFIGURE;

7) YOUR CONNECTING READY SET RETAIL TO CLOUD SERVICES WHICH YOU ARE NOT AUTHORIZED TO USE, OR USING CREDENTIALS WHICH ARE STOLEN OR OTHERWISE ILLEGALLY OBTAINED.

READY SET RETAIL SHALL HAVE THE RIGHT TO APPOINT COUNSEL TO DEFEND ANY CLAIM, ACTION, SUIT, INVESTIGATION OR PROCEEDING ("CLAIM") COVERED BY YOUR INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, AT YOUR COST AND EXPENSE. YOU SHALL HAVE NO RIGHT TO CONTROL THE DEFENSE OR SETTLEMENT OF ANY SUCH CLAIM, AND YOU SHALL NOT SETTLE OR COMPROMISE ANY SUCH CLAIM WITHOUT READY SET RETAIL'S PRIOR WRITTEN CONSENT.

Confidentiality

It is anticipated that in the course of your use of the Service, confidential information will be exchanged between you and Ready Set Retail. The parties mutually agree to make reasonable efforts to protect such information including pricing, vendors, customers, technology, and other proprietary business information.

Information shall not be considered confidential if it: (i) was in the possession of the Receiving Party or known by it prior to receipt from the Disclosing Party, or (ii) was rightfully disclosed to the Receiving Party by another person without restriction, or (iii) was independently developed by the Receiving Party without access to such Proprietary Information, or (iv) is required to be disclosed pursuant to any statutory or regulatory authority or court order, provided the Receiving Party has given the Disclosing Party prompt notice of such requirement and the opportunity to contest it.

Assignment

You shall not assign this Agreement nor allow any other entity than the Customer entity signatory to the Agreement, to use or benefit from the Services directly or indirectly. Ready Set Retail may assign this Agreement in the event of sale of Ready Set Retail or its assets or operations related to this Agreement.

Service Irregularities

Due to Ready Set Retail maintenance and updates, and other less predictable factors affecting the Service, you may experience delays, interruptions or other irregularities in the Service. Ready Set Retail reserves the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Intellectual Property

The Service is and shall remain Intellectual Property of Ready Set Retail, including without limitation all rights to patents, trade secrets, copyrights, trademarks, service marks and trade dress related to the Service and any future development, improvement, and implementation of the Service.

Website Terms of Use

Ready Set Retail's Website Terms of Use are incorporated herein by reference.

Entire Agreement

These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between Ready Set Retail and you in relation to your use of this Website and Service, and supersede all prior agreements and understandings with respect to the same.