END USER LICENSE AGREEMENT
IMPORTANT – This End User License Agreement ("EULA") is a legal agreement between you ("you" or the "Authorized User"), in your capacity as an authorized user (individually or on behalf of your company (the "Company")), and CashStar Inc. ("we" or "CashStar"). Before accessing or using any part of any CashStar websites, platform, API, or other related services, portals, or tools, or any of the materials, software, documentation, and content available in or through them (collectively, the "CashStar Online Services"), you should carefully read the following terms and conditions contained in this EULA, as they are a material condition to your access to and use of the CashStar Online Services. If you do not agree with this EULA, or you are not an authorized user, you are not granted a license or permission to access or otherwise use any of the CashStar Online Services.
We may change the terms of the EULA, so please check back from time to time. By continuing to use the CashStar Online Services, you agree to be bound by the EULA as modified. All changes are effective when posted and apply to your access and use of the CashStar Online services thereafter.
LICENSE GRANT. The CashStar Online Services are provided by CashStar, and this EULA provides you with a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the CashStar Online Services, which at all times is conditioned on your compliance with the terms and conditions of this EULA. Your use of the CashStar Online Services is subject to the obligations and restrictions set forth in this EULA.
USER OBLIGATIONS. You represent that you are at least the legal age of majority, that you are an authorized user (individually or have been duly authorized to act on behalf of the Company, if applicable) each time you use the CashStar Online Services, and that you will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the CashStar Online Services, at registration or otherwise. We do not guarantee that the CashStar Online Services are accessible on any particular equipment or device or with any particular software or service plan. You agree to abide by all applicable local, state, national, and international laws and regulations in connection with your use of the CashStar Online Services. You further agree that you will comply with the export laws and regulations of the United States and any other country with jurisdiction over the CashStar Online Services, confidential information, intellectual property rights, or documentation or development tools of CashStar. The CashStar Online Services may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized end-user, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.
PROPRIETARY RIGHTS. You expressly acknowledge and agree that, as between you and CashStar, CashStar owns all right, title, and interest, and does not transfer or assign any ownership or intellectual property or other rights, in and to the CashStar Online Services to you or anyone else, either expressly or implied. Accordingly, any unauthorized use of the CashStar Online Services by you may violate intellectual property or other proprietary rights laws as well as other laws or regulations. ©2020 CashStar Inc. and/or its licensors. All rights reserved. CashStar®, the CashStar logo, and all other names, logos, and icons identifying CashStar and its programs, products, and services are proprietary trademarks of CashStar, and any use of such marks, including, without limitation, as domain names, without the express written permission of CashStar, is strictly prohibited. In addition, all other third-party marks, including but not limited to those of Kroger Co., including name, logo, trademark(s), service mark(s), and/or other intellectual property owned by the third-party (“Third Party Marks”) shall not be by you, except as they appear on physical or electronic gift cards purchased by you, and any unauthorized use of these Third Party Marks by you may violate intellectual property or other proprietary rights laws as well as other laws or regulations. Other service and entity names may be the trademarks and/or service marks of their respective owners.
DISCLAIMER. WHILE CASHSTAR ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE CASHSTAR ONLINE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND YOU ASSUME THE SOLE RISK OF MAKING USE OF THE CASHSTAR ONLINE SERVICES. CASHSTAR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. CASHSTAR ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE CASHSTAR ONLINE SERVICES WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
SECURITY. As a material condition to your use of the CashStar Online Services, you agree as follows:
A. You will be granted access to the CashStar Online Services using an individual account and access credentials. In connection with such access, you agree as follows: (i) you will create only one account for your use; (ii) all authorized user required information will be accurate, current, and complete information; (iii) you will keep all authorized user information updated and accurate at all times; (iv) you will keep your access credentials confidential; and (v) you will immediately notify CashStar if you (or the Company) discover or suspect that your access credentials or your Company's or any of its vendor's network security or systems have been compromised or breached. You will not permit any use of the CashStar Online Services that would damage, interfere with or unreasonably overload the CashStar Online Services. You acknowledge that CashStar will not contact you to solicit your user name or password.
B. That if you are an authorized user acting on behalf of a company, you and the Company jointly agree that you each will be liable for all activities undertaken using your authorized user account, will be responsible for administering and managing access credentials, will immediately cease use and terminate access credentials if you no longer are an authorized user, and accept all risks for any unauthorized use of your access credentials.
C. Unless you (or the Company) have notified us of any compromise or breach, you agree that CashStar should assume that any instruction transmitted using your access credentials is yours and has been authorized by you, and CashStar will be entitled to rely on such instruction.
D. In furtherance of the foregoing, and not in limitation thereof, you and Company will cooperate with CashStar to respond to any compromise or breach and mitigate any potential losses, and will indemnify CashStar and its clients and their respective users for any losses or liabilities caused by or related to any use of any of Company's authorized user account(s) or access credentials.
E. You are responsible at all times for ensuring that your use of the CashStar Online Services complies with all applicable CashStar policies, including without limitation security, operational, financial, contractual, or similar business considerations, as the same may be updated from time to time by CashStar.
F. CashStar reserves the right, without notice and in its sole discretion at any time, to suspend or terminate your (or the Company's) access and use the CashStar Online Services, in whole or in part, in connection with any breach of this EULA, material failure to comply with applicable CashStar policies, or any known or suspected incident in which access credentials or network security have been compromised or breached, directly or indirectly; and to notify third parties of the same as required by contract or otherwise.
LIMITATION OF LIABILITY. As a material condition to your use of the CashStar Online Services, each of you and the Company expressly absolve and release CashStar from any claim of harm resulting from a force majeure event. MOREOVER, IN NO EVENT SHALL CASHSTAR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE CASHSTAR ONLINE SERVICES, WITH THE DELAY OR INABILITY TO USE THE CASHSTAR ONLINE SERVICES, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE CASHSTAR ONLINE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF CASHSTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF CASHSTAR FOR ANY REASON WHATSOEVER RELATED TO USE OF THE CASHSTAR ONLINE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU OR THE COMPANY TO CASHSTAR IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
INDEMNITY. As a material condition to your use of the CashStar Online Services, you (and the Company) agree to defend, indemnify, and hold harmless CashStar and its affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from any breach by you of this EULA.
GOVERNING LAW. This EULA has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of Maine, U.S.A. as applied to agreements entered into and completely performed in the State of Maine. You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you or the Company might have against CashStar must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. CashStar makes no representation that the CashStar Online Services are appropriate or available for use in other locations outside the United States of America, and access to the CashStar Online Services from other states, territories, or nations where any aspect of the CashStar Online Services is illegal is expressly prohibited.
TERM AND TERMINATION. This EULA, as updated and in effect from time to time, and your right to use the CashStar Online Services will take effect at the time you register for an account and each time you access or use the CashStar Online Services, and is effective until terminated as set forth below. CashStar reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to suspend or terminate your access to the CashStar Online Services or to any portion thereof, without prior notice in the sole discretion of CashStar. You may also terminate this EULA at any time by ceasing any use of the CashStar Online Services, but the applicable provisions of this EULA will survive termination. The provisions concerning CashStar's proprietary rights, indemnity, disclaimers of warranty, limitation of liability, and governing law, and Section 11 (Miscellaneous), will survive the termination of this EULA for any reason.
MISCELLANEOUS. You agree that CashStar shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA, and you waive any requirement that CashStar post any bond or other security in the event any injunctive or equitable relief is sought by CashStar. You may not assign your rights or obligations to any other person or entity without CashStar's prior written consent. Failure by CashStar to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by CashStar of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable, such determination shall not affect the remaining provisions (or parts thereof), which will be modified to comply with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and CashStar as a result of this EULA or your utilization of the CashStar Online Services. Headings herein are included for convenience of reference only and are not intended to be used in the interpretation of the relevant provision. This EULA, as the same may be updated from time to time, represents the entire agreement between you and CashStar with respect to your use of the CashStar Online Services, and supersedes all prior or contemporaneous communications or proposals, whether electronic, verbal, or written, between you and CashStar with respect to the CashStar Online Services; provided, however, that this EULA is not intended to amend the terms of any existing agreement between Company and CashStar.
CONTACT INFORMATION. If you have any questions regarding this EULA, you can contact CashStar at the following information:
· Email: firstname.lastname@example.org
· Phone: (855) 741-1209
· Mail: CashStar Inc., 25 Pearl Street, Portland, ME 04101
The Commissioner of Financial Regulation for the State of Maryland will accept all questions or complaints regarding Blackhawk Network, Inc. at:
Office of the Commissioner of Financial Regulation
500 N Calvert Street, Suite 402
Baltimore, Maryland 21202
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