Incheq LLC (“Incheq/we/us”) is the owner and operator of the Incheq compliance software service (“Service”). We have developed a platform that includes but is not limited to our WebApp (“App, or Admin App”) and TaskApp (“Mobile App”) to provide the Services to the purchaser. These Terms and conditions set out the terms and conditions and conditions of the purchaser’s use of the Service.

The purchaser’s use of the Service is expressly conditioned on acceptance of these Terms and conditions. By registering to use the Service, the purchaser signifies that they unconditionally agree and accept to be legally bound by these terms and conditions and conditions, and are entering into a legally binding agreement based on these terms and conditions and conditions, including our Privacy Policy and service level agreement (“Service Level Agreement”) provided at the end of these terms and conditions and conditions (collectively, the “Agreement”).

Incheq reserves the right to alter the terms and conditions and conditions at any time. We shall alert the purchaser to our updated terms and conditions or notify them of any change via our Portal Site, or App. The purchaser’s continued use of this Service after amended terms and conditions shall constitute that they are agreed to and accepted to be legally bound by those changes.

Incheq LLC is a limited liability company, incorporated in the state of Illinois. (462 Maplewood
Drive, Barrington IL 60010 United States)

The Service provides validation and compliance feedback with an instructional component as well as IoT capabilities. When the purchaser registers to use the Service, we will provide a Tenant account to use the Service (“Account”). Only Tenants who are current with payments may use the Service. A Tenant has an unlimited capability to allow users access to the service and is responsible for the limitations their users have in viewing, editing and or accessing data in various forms.

• Incheq may, at its sole and absolute discretion, without prior notice to the purchaser and without liability, reject, prevent, discontinue, or suspend the Account and/or use of the Service if, at its sole discretion, Incheq is of the opinion that the use does not meet Incheq’s specifications or guidelines, or which Incheq may consider to be inappropriate, illegal, or harmful to its interests. If Incheq exercises its absolute discretion under this paragraph, it shall have no liability to refund any portion of purchase pre-paid subscriptions, if applicable.
• .Without limiting or waiving any right against the purchaser that Incheq may have under the law or these terms and conditions in relation to any inappropriate, illegal, or harmful use, Incheq reserves the right to deduct any costs, damages, or expenses that it may have incurred in relation to such inappropriate, illegal, or harmful use from purchase unused pre-paid subscriptions, if any, or to claim the same by any other means.
• The purchaser agrees to comply with any policies or guidelines that Incheq may introduce or amend from time to time. Incheq’s policies or guidelines may relate to technical specifications, privacy, acceptable content, and any other matter, as the same may be amended by Incheq, in its absolute discretion, from time to time.
• The purchaser agrees and will not cause third parties to: (a) modify, disrupt or interfere with the Service, supporting servers, or networks, either manually or through the use of scripts, viruses, or worms; (b) modify, adapt, translate, reverse engineer, decipher, decompile, reproduce, duplicate, copy, deconstruct, sell, trade or resell the Service; (c)excessively overload the systems that Incheq uses to provide the Service; or (d) provide access to or furnish any part of the Service to any third party.
• The purchaser shall not send or transmit any material which infringes any third party’s intellectual property rights.
• The purchaser shall not create a false identity or submit inaccurate, false, or misleading information.
• Incheq may, at its sole and absolute discretion and without prior notice, amend, suspend, vary, or withdraw the Service, these Terms and conditions, Portal, Site, and/or App at any time.
• The purchaser shall be solely responsible for use of the Services, Sites and Apps, and shall indemnify Incheq for, and hold Incheq harmless from, all loss, costs, and damages incurred by Incheq in connection with any claims by third parties against Incheq in relation to use of the Service, Portal, Site and App, and in connection with purchase breach of these Terms and conditions or any policies or guidelines that Incheq may introduce from time to time.
• The purchaser hereby represent, warrant and covenant to Incheq that at all times: (a)that all rights, consents, licenses and permits that may be necessary or desirable in order to use the materials, graphics, logos, videos, data or information purchaser input into the Service (where applicable) (“Purchaser Content”) in the manner and the purpose for which purchaser Content is used; (b) all of Content must comply with all applicable laws and regulations and do not violate the rights (including, but not limited to, intellectual property rights) of any third party.
• The purchaser represents and warrants to Incheq the full corporate rights, power, and authority to agree to these terms and conditions and perform the obligations agreed by purchaser, and that doing so does not and will not violate any agreement or obligation to which purchaser are bound, or any applicable law, rule, or regulation.
• The purchaser hereby agrees that Incheq may, but is not obliged to, use agreed to name(s) and logo(s) and refer as a user of the Service in any publicity, press release, advertising, or marketing material, throughout the world and using any form of media. If purchaser wishes to use or display Incheq’s trademarks or mention Incheq in any publication, website, press release, or in any other manner, purchaser must obtain the prior written consent of Incheq.
• The purchaser agrees to be solely responsible to obtain or provide any hardware or software required to gain access to and use the Service, and for any damage or loss that is suffered as a result of the operation of such hardware or software, including incompatibility with any platforms used by Incheq in providing the Service.
• The purchaser agrees that Incheq is the sole owner of and has the right to use any feedback purchaser provides on the Service in any way whatsoever, including to improve existing or create new products and services. Incheq reserves all rights, including any intellectual property, in the Service, Sites, and Apps not granted to purchaser expressly in these Terms and conditions. Except to the extent set out in the Agreement, or otherwise agreed in writing between the parties, and are not permitted to use such rights.
• The purchaser hereby agrees to grant Incheq a worldwide, royalty-free, non-exclusive license to publish, alter, adapt, compile, host, and use (a) Content (including, without limitation, to reproduce in a material form, publish, perform, communicate to the public, and to make an adaptation of purchasers Content) for the purpose of providing the Service, and (b) if Incheq provides any community forum for users of the Service to exchange user tips and publish their comments and opinions, any comments, opinions, and other material purchaser upload or publish on such a forum.

By creating an Account and subscribing for the Service or renewing the subscription for the Service, the purchaser indicates agreement to the charges imposed by Incheq for the Service(s) requested. The purchaser agrees to comply with any payment terms and conditions that Incheq may impose from time to time. Purchaser may be required to pay Incheq in advance and/or on an annual, half yearly, quarterly, or monthly basis to use the Service as set out in purchaser Account. Purchaser subscription will be automatically renewed on or close to its expiry at the subscription rates applicable at the time of renewal unless purchaser request to cancel purchaser account. Incheq will not give purchaser prior notice of an automatic renewal. If Incheq is unable to affect this automatic renewal for any reason whatsoever, purchaser subscription will expire automatically.

For subscribers choosing to pay by credit card, purchaser agree that subscription fees for renewal shall be charged to the credit card on record unless Incheq is notified of a change or cancellation in writing using the tools or means made available by Incheq. All sums payable by purchaser to Incheq may be quoted exclusively of any goods and services tax, or any other taxes that may be levied on the subscription or charges levied by Incheq. As such, purchaser agree that Incheq may charge the purchaser and/or the credit card on record for any taxes or charges that Incheq is required by any applicable law or regulation to levy on the subscription or charges. Support is provided as part of all subscriptions, but the channel to communicate with support is determined by purchaser chosen subscription plan and language. If purchaser have fallen behind on subscription payments or have an outstanding balance with Incheq, then Incheq may cease providing support services until all debts are cleared. Subscription to Incheq is done on a per-store basis. Purchaser will require one subscription per store (including virtual stores, locations, or services). Using more than one store, or processing orders on behalf of other stores on one subscription, will require the purchaser to make a custom pricing arrangement with Incheq. The purchaser account will be suspended or terminated by Incheq.
No refunds will be processed on subscriptions that have already started, and no downgrades from higher subscriptions are allowed. Should a refund be required back to a credit card, a 5% credit card surcharge fee will be deducted from the refund. If purchaser subscribes to an onboarding package, purchaser will have 3 months from the date purchaser subscribed to complete this with our onboarding team. Should this not be completed within the first three months, no refunds will be allowed.

 

Incheq shall have the right to terminate the Agreement, without prior notice, if purchase breach or fail to comply with any provision of the Agreement. The Agreement and purchaser ability to use the Service shall also automatically terminate upon the cancellation of purchase subscription. After termination, Incheq may, at its sole discretion, maintain any data purchaser has uploaded into its systems, including Purchaser Data and Purchaser Content. However, purchaser agrees that other than any obligations expressly stated in these Terms and conditions, Incheq has no responsibility to purchaser to maintain the Account or any of the data
after termination and purchaser shall hold Incheq harmless and free from any fees, damages, or claims purchaser may suffer in relation to the same or any claims or actions purchaser may have or face in relation to the same. If termination is due to purchaser failure to pay invoices on a timely basis, purchaser may reactivate Account and access data if renewal under such circumstances is enabled by Incheq. To do so, purchaser may have to pay any subscription fees or charges that may be imposed by Incheq, including reactivation fees (if any), within any period that may be stated by Incheq. If purchaser fails to renew the Account, Incheq may
permanently remove and delete the Account, and any data purchaser has uploaded into its systems. If the purchaser signs up for an annual agreement, an early termination fee consisting of the remaining value of the subscription will be charged.

Purchaser or customers, partners, or associates, whichever may be applicable, are the owner of any data uploaded into the Service (“Purchaser Data”). Purchaser hereby agree that Incheq is the owner of all data other than Purchaser Data, including any system-generated data generated by the Service or any data compiled from data input into the Service by all Users on an aggregate basis (“Incheq Data”). Subject to our Privacy Policy, Incheq may use Incheq Data in any way it chooses, including to improve or adapt its services, or to create or design new products and services. By using our Service, we may need to process the personal data of
purchase customers. Both Incheq and the purchaser will comply with the obligations under the General Data Protection Regulation if purchaser is in the European Union ((EU) 2016/679) (“Data Protection Legislation”). Where we process any personal data on purchase behalf when performing our obligations under the Agreement, purchaser shall be the controller, and Incheq shall be the processor for the purposes of the Data Protection Legislation. The purchaser agrees that the scope, nature, and purpose of processing by us is in relation to the provision of the Service. The type of personal data will be set out in Purchaser Data, and the categories of data subjects are any individuals that may be referred to within Purchaser Data. The duration of the processing is for the length of time necessary to provide the Service. If we process personal data on purchase behalf, we shall:

• Process that personal data only on purchase written instructions unless Incheq is required by law to process personal data (“Applicable Laws”).
• Ensure that appropriate technical and organizational measures, reviewed and approved by purchaser, to protect against unauthorized or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorized or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
• Not transfer any personal data unless the following conditions are fulfilled: (a) Incheq or the purchaser have provided appropriate safeguards in relation to the transfer; (b) the data subject has enforceable rights and effective legal remedies; (c) Incheq complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (d) Incheq complies with reasonable instructions notified to it in advance by purchaser with respect to the processing of the personal data;
• Assist the purchaser in responding to any request from a data subject and in ensuring compliance with the obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.
• Notify the purchaser without undue delay on becoming aware of a personal data breach.
• Ensure that all our employees keep the personal data confidential.
• At purchase written direction, delete or return personal data and copies thereof to purchase on termination of the Agreement unless required by Applicable Law to store the personal data; and
• Maintain complete and accurate records and information to demonstrate its compliance with the Data Protection Legislation and allow for audits by purchaser or designated auditor. Purchaser consents to Incheq appointing third-party processors of Personal Data under the Agreement for the purposes of storage and data analytics. Incheq confirms that it has entered or (as the case maybe) will enter into a written agreement on that third party’s standard terms and conditions of business. As for Incheq and purchaser, Incheq shall remain fully liable for all acts or omissions of any third-party processor appointed by it.

The responsibility to keep secure and confidential any password(s) and user ID(s) Incheq may issue to the purchaser; to access the Service and the Account rests solely with the purchaser and the employees, representatives, and agents of the purchaser that are entrusted with the same. If purchaser becomes aware of any unauthorized access to the Account, or any misuse of password(s) and user ID(s), purchaser must activate the process put in place to disable the Account and/or re-issue new password(s) or user ID(s) as soon as possible. Purchaser agrees that the purchaser is solely responsible for the actions and omissions of the person(s) purchaser nominated as user(s) or administrator(s) of the Account for the Service. Purchaser also agrees that Incheq may accept instructions and requests from and communicate with such person(s) until and unless Incheq receives notification that such person(s) are no longer user(s) or administrator(s), and such instructions, requests, and communications are valid and legally binding on purchaser. In addition, the purchaser is responsible for all use of the account(s) by any persons who are in possession of user ID(s) or password(s). Subject to our Privacy Policy and the Service Level Agreement, purchaser acknowledges that Incheq may access the Account to modify, delete, or otherwise manage the Account, Purchaser Content, and Purchaser Data without prior notice. Incheq will not be liable for any loss or damage caused by such access.

If Incheq and/or any of their affiliates (collectively the “Indemnified Parties”) take any action to enforce any of these Terms and conditions, purchaser agrees to indemnify and hold harmless the Indemnified Parties, their affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, losses, costs, expenses, causes of action, or demands, including reasonable legal and accounting fees, arising out of and relating to purchase use of the Service, and any and all breaches by purchaser of these Terms and conditions.

UNLESS EXPRESSLY PROVIDED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, Incheq MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND REGARDING ITS SITES, APPS, SERVICES, OR OTHER PRODUCTS OR SERVICES AVAILABLE ON ITS SITES OR APPS AND/OR ANY MATERIALS PROVIDED ON THE SITES OR APPS, ALL OF WHICH ARE PROVIDED ON AN “AS IS” BASIS. Incheq DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THE SERVICE, OR THE SITES OR APPS. Incheq EXPRESSLY DISCLAIMS ALL WARRANTIES, AND TERMS AND CONDITIONS IN RELATION TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES AS TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A GENERAL OR PARTICULAR PURPOSE, AND NONINFRINGEMENT OF PROPRIETARY RIGHTS, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF THE UNITED STATES AND THE STATE OF ILLINOIS. Incheq DOES NOT WARRANT THAT THE SERVICE, ITS SITES, APPS, SERVERS, OR ANY E-MAIL SENT FROM Incheq IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FOR THE AVOIDANCE OF DOUBT, Incheq DOES NOT GUARANTEE THE EFFECTIVENESS OF THE SERVICES. Incheq TAKES NO RESPONSIBILITY FOR THE SECURITY, CONFIDENTIALITY, OR PRIVACY OF THE COMMUNICATIONS AND/OR DATA TRANSMITTED OVER THE INTERNET AND DOES NOT WARRANT (AND EXPRESSLY EXCLUDES ANY AND ALL EXPRESS OR IMPLIED WARRANTIES) THAT THE SERVICE WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, OR LOSS OF CONTENT, DATA, OR INFORMATION. IN ADDITION, Incheq SHALL NOT BE LIABLE FOR ANY COMPATIBILITY ISSUES
PERTAINING TO CUSTOMERS’ COMPUTERS, APPLICATIONS, OR OTHER SOFTWARE ON ANY COMPUTERS USING THE SERVICE.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Incheq BE LIABLE FOR (I) (A) ANY LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND; OR (B) ANY LOST PROFITS, ORDERS, REVENUES, SAVINGS, BUSINESS OPPORTUNITIES, OR DATA, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, STRICT LIABILITY, STATUTE, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED TO THE AGREEMENT; AND (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SERVICE, SITE, OR APP).

If, notwithstanding the foregoing, Incheq should be found liable for any loss or damage which arises out of or is in any way connected with any of the above-described functions or uses of the Service, Site, or App, to the full extent permitted by law, the combined aggregate liability of Incheq shall in no event exceed the value of the monthly subscription for the Service paid by purchaser or $1,000.00, whichever is lower. Further, Incheq’s liability to purchaser in contract, tort, negligence, strict liability, under statute, or otherwise will be reduced to the extent, if any, to which purchaser contributed to the loss or damage. We do not exclude or limit in any way our liability for: (a) death or personal injury caused by our negligence; or (b) fraud or fraudulent misrepresentation.

Incheq has no responsibility for and is released from all contractual obligations and liability (e.g., for damages) if its performance of these Terms and conditions is affected by an event of force majeure. For the purpose of this clause, the term “force majeure” means and includes any event which was not under the control of Incheq, or was not reasonably foreseeable, including, but not limited to, any natural disaster such as thunderstorm, flood, or storm, fire, national emergency, strike, or equivalent labor action, or the unavailability of the Internet for reasons beyond the control of Incheq.

If Incheq choose to waive any right we have under the Agreement on any occasion, this does not prevent us from exercising that right on another occasion. If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement. Purchaser is not entitled to transfer or assign rights and obligations under the Agreement to anyone else without our prior written permission. These Terms and conditions will be governed by and construed in accordance with US law, and any disputes relating to these Terms and conditions will be subject to the
jurisdiction of the courts of the State of Illinois. If purchaser is outside the United States, we accept no liability for breaches of any local laws in purchase jurisdiction, and by accepting these Terms and conditions, purchaser accept that it is purchase responsibility to ensure that any such laws are complied with.

Incheq guarantees that its Service will be available 99.9% of the time in a calendar month (“Monthly Uptime Guarantee”), excluding Maintenance and Exclusions (both terms and conditions of which are defined below). Purchaser are eligible to claim service credit(s) for Service Downtime if Incheq fails to meet the Monthly Uptime Guarantee, provided the total Service Downtime of 0.1% in a calendar month is verified by Incheq. “Service Downtime” is defined as an inability to access the Service caused by failure of network equipment managed, owned, leased, or used by Incheq to provide the Service, including the failure of managed switches, routers, and cabling but excluding Maintenance and Exclusions. The Monthly Uptime Guarantee does not include time required to perform data restores and backups if applicable.

If purchaser attempts to access any of the data but the data is irrecoverable, purchaser must report the same to Incheq as soon as possible. Incheq will investigate the cause of the event and will require assistance during such an investigation. If the result of Incheq’s investigation indicates that the cause of such irrecoverable data is due to the fault of Incheq, then Incheq will grant a service credit to purchaser up to a maximum of the fee charged to purchaser for the calendar month during which the irrecoverable data event took place.

Incheq provides paid support upon request. Support queries are prioritized based on urgency, and purchaser should expect a response to a query within 24 hours. Support does not include training. It is recommended that purchaser provide as much information as possible in the original query to ensure a fast response.

The purchaser shall not be entitled to any service credits if any Service Downtime is due to the following (“Exclusions”):

• The actions or omissions of purchaser’s self or employees, agents, representatives, or contractors using the password(s) and user ID(s) issued by Incheq to purchaser to access the Service or purchase Account
• Maintenance conducted by Incheq.
• A denial-of-Service attack, hacker activity, or other malicious event or code targeted against Incheq or a User.
• Failure of any hardware, software, network, or Internet infrastructure not owned or managed by Incheq or its sub-contractors; and
• Factors outside Incheq’s reasonable control.

Any scheduled maintenance of the cloud data centers used by Incheq to provide the Service of which purchaser is notified at least 2 days in advance. For the purpose of notifying purchaser, Incheq will use the contact email on record. Please ensure that this email is up to date and accessed frequently; and

Any maintenance of the data centers used by Incheq: (a) is necessary to avoid an immediate threat to the data center or the Service; and (b) of which Customer is notified.