Profitable Pineapple Express Inventory Management Software Terms of Service
This Software as a Service Agreement (the “Agreement”) govern your access to and use of the Profitable Pineapple Express Inventory Management Software (“Software”) provided by and between Profitable Pineapple Ads, LLC, a Texas limited liability
company (“Company”) and [Your Company Name] (the “Customer”). The Company has developed and
owns the web-based Profitable Pineapple Express inventory management software (the “Software”), and
the Customer desires to access and use the Software.
The following terms and conditions set forth the rights and obligations of the parties with respect
to the access and use of the Software. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING
THE SOFTWARE. BY SELECTING ANY SUBCRIPTION PLANS (AS DEFINED IN SECTION 2), ACCESSING,
OR USING THE SOFTWARE, THE CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS
OF THIS AGREEMENT
- ACCESS TO THE SOFTWARE. The Software shall be accessible by the Customer online at [insert
URL], subject to the terms and conditions of this Agreement. The level of access to the Software shall be
determined by the Subscription Plan chosen by the Customer. The Company shall provide the Customer
with login credentials to access the Software, which shall remain the property of the Company and may
be revoked at any time in the event of any breach of this Agreement. The Customer shall be responsible
for maintaining the security of its login credentials and for all activity that occurs under its account. The
Customer shall notify the Company immediately of any unauthorized access or use of its account, or any
other breach of security related to the Software. The Company reserves the right to modify, suspend, or
terminate the Customer’s access to the Software at any time and for any reason, including but not limited
to any breach of this Agreement, any illegal or unauthorized use of the Software, or any request by law
enforcement or other government agency. - SUBSCRIPTION PLANS. The Company offers two subscription plans for the Software
(collectively the “Subscription Plans”), as follows:
2.1. Starter Plan: Customer shall pay a monthly fee of $99.00 for access to the basic features of the
Software, as described in the accompanying documentation (“Documentation”).
2.2. Pro Plan: Customer shall pay a monthly fee of $499.00 for access to the advanced features of the
Software, as described in the Documentation.
The Customer may select the desired subscription plan at the time of purchase or by upgrading
from the Starter Plan to the Pro Plan at any time during the term of this Agreement (the “Customer’s
Plan”). The fees for the Customer’s Plan shall be paid monthly in advance, and are non-refundable once
paid.
The Company reserves the right to modify the subscription plans and associated fees at any
time upon thirty (30) days’ notice to the Customer. Any such modification shall apply to the Customer’s
next billing cycle following the notice period. - PAYMENT. The Customer will be charged the fee associated with the Customer’s Plan on the
first day of each Month. If the Customer first subscribes on any other day of the month, the fee
associated with the Customer’s Plan will be prorated based on the days remaining in that first month. - RESTRICTIONS ON USE.
4.1. The Customer agrees to use the Software solely for the internal management of their own
inventory, and not for any commercial or other purposes.
4.2. The Customer agrees not to copy, distribute, modify, or create derivative works of the Software
or any related materials, except as expressly authorized by the Company.
4.3. The Customer agrees not to reverse engineer, decompile, or disassemble the Software, or
attempt to access or tamper with any source code, data, or software used in connection with the
Software.
4.4. Only individuals who are principals of the Customer or employees authorized by such principals
(“Authorized Users”) shall have access to or use the Software.
4.5. The Customer shall not allow third parties other than Authorized Users to gain access to or use
the Software;
4.6. The Customer agrees not to use the Software to conduct any activity that could disrupt or
damage the Company’s networks, systems, or operations, or that could harm the reputation or
goodwill of the Company.
4.7. The Customer shall not combine or integrate the Software with hardware, software, or other
technology not provided to Customer by the Company hereunder (other than through interfaces
provided or enabled by the Company during the Term);
4.8. Shall not rent, lease, sell, sublicense, distribute, or otherwise transfer the Software or any rights
therein to any third party without the prior written consent of the Company.
4.9. The Customer agrees not to use the Software to transmit, publish, or distribute any content that
is defamatory, obscene, or otherwise objectionable, or that infringes on any intellectual property
rights, privacy rights, or other rights of any third party.
4.10. The Customer agrees not to use the Software for any unlawful purpose, or in any manner that
violates any applicable laws, regulations, or third-party rights. - OWNERSHIP. The Company shall retain all rights, title, and interest in and to the Software, including
all intellectual property rights therein. No title to or ownership of the Software or any intellectual
property rights associated therewith is transferred to Customer under this Agreement. - TERM AND TERMINATION.
6.1. This Agreement shall commence on the Effective Date and shall continue until terminated by
either party under this Section.
6.2. Either party may terminate this Agreement for any reason with notice to the other party.
6.3. Upon termination of this Agreement, Customer’s access to the Software will be halted
immediately. - WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY
KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT
WARRANT THAT THE SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS, THAT THE
OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN
THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, THE COMPANY DOES NOT WARRANT OR
MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE
SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
THE CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE HAS NOT BEEN DESIGNED TO MEET THE
CUSTOMER’S INDIVIDUAL REQUIREMENTS AND THAT THE CUSTOMER IS RESPONSIBLE FOR THE
SELECTION OF THE SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE
INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE. - INDEMNIFICATION. The Customer agrees to indemnify, defend, and hold harmless the Company and
its affiliates, directors, officers, employees, agents, and licensors from and against any and all claims,
damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of
or related to the Customer’s use of the Software, including but not limited to any breach of this
Agreement, violation of applicable laws or regulations, infringement or misappropriation of any
intellectual property rights, injury or damage to any person or property caused by the Customer’s use
of the Software, content or information transmitted, published, or distributed by the Customer using
the Software, unauthorized access or use of the Software by the Customer or any third party using the
Customer’s account, failure by the Customer to comply with any applicable data protection laws or
regulations, and any claim or dispute between the Customer and any third party arising out of or
related to the Customer’s use of the Software. The Company reserves the right, at its own expense, to
assume the exclusive defense and control of any matter otherwise subject to indemnification by the
Customer, in which event the Customer will cooperate with the Company in asserting any available
defenses. - LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall the
Company or its affiliates, directors, officers, employees, agents, or licensors be liable for any indirect,
incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or
business opportunities, arising out of or related to the use or inability to use the Software, even if the
Company has been advised of the possibility of such damages. The total liability of the Company and
its affiliates, directors, officers, employees, agents, and licensors for any claim arising out of or
related to the Software, whether in contract, tort, or otherwise, shall be limited to the fees paid by the
Customer to the Company under this Agreement during the twelve (12) months immediately
preceding the event giving rise to the claim. This limitation of liability shall apply regardless of
whether the Customer’s remedies under this Agreement fail of their essential purpose. - CANCELLATION POLICY.
10.1. The Company or the Customer may cancel the Agreement at any time by providing
written notice of cancellation to the other party. Such notice must be sent by email or registered mail,
and the date of the notice will be the date on which it is sent.
10.2. If the Customer cancels the Agreement, the Company will bill the Customer for the
number of days that have elapsed in the month in which the cancellation notice is given. The
Customer will be responsible for paying the corresponding pro-rata amount of the monthly
subscription fee.
10.3. The Company may cancel the Agreement for any reason upon providing written notice to
the Customer. In the event of cancellation by the Company, the Customer will only be responsible for
paying for services provided up to the date of cancellation.
10.4. If the Customer cancels their selected plan, they must immediately cease using the
Software and promptly destroy all copies thereof in their possession or control.
- MISCELLANEOUS.
11.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior and contemporaneous
negotiations, understandings, and agreements, whether oral or written, between the parties.
11.2. Assignment. The Customer may not assign, transfer, or delegate any of its rights or
obligations under this Agreement without the prior written consent of the Company. Any attempted
assignment, transfer, or delegation without such consent shall be null and void. The Company may
assign or transfer this Agreement, in whole or in part, without the Customer’s consent.
11.3. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.
11.4. Waiver. The failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver of such provision or any other provision or the right of such party to enforce
such provision or any other provision.
11.5. Severability. If any provision of this Agreement is held to be invalid, illegal, or
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall
remain in full force and effect.
11.6. Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same instrument.
11.7. Notice. Any notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed given when delivered personally, or three (3) days after being sent by
certified or registered mail, return receipt requested, or when sent by confirmed email or facsimile, to
the address or email address of the parties as set forth in this Agreement or as subsequently
modified by written notice.