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Last revised :19-2-2020
This Website uses cookies to improve the user experience and ensure that it is functioning effectively, and on occasion also to provide marketing information or advertise online, either directly or through third party vendors.
This Cookie Notice is part of our Privacy Statement. For more information about us, and how we protect visitor information, please see our Privacy Policy.
In order to provide you with a more personalised and responsive service we need to remember and store information about how you use this website. This is done using small text files called cookies. Cookies contain small amounts of information and are downloaded to your computer or other device by a server for this website. Your web browser then sends these cookies back to this website on each subsequent visit so that it can recognise you and remember things like your user preferences. You can find more detailed information about cookies and how they work at http://www.aboutcookies.org/.
Whenever you use this website, information may be collected through the use of cookies and other technologies. By using this website you agree to our use of cookies as described in this Cookie Notice and also to the use of cookies on the other country, regional or practice specific websites contained in wallpost.com that you may visit, as described in their accompanying cookie notices.
Some of the cookies we use are necessary for the functioning of the website.
We also use functional cookies to record information about the choices you have made and to allow us to tailor the site to our users; for example, to remember your language or region. This information is usually anonymised and is not used for any other purpose.
We or our service providers also use analytic services to help us understand how effective our content is, what interests our users have, and to improve how this Website works. In addition, we use web beacons or tracking pixels to count visitor numbers and performance cookies to track how many individual users access this Website and how often, how long you stayed on our Website, pages you visited. This information is used for statistical purposes only and it is not our intention to use such information to personally identify any user.
This site may, with your permission, also use targeted cookies which we use to track user activity and sessions so that we can deliver a more personalized service, and (in the case of advertising cookies) which are set by the third parties with whom we execute advertising campaigns and allow us to provide advertisements relevant to you.
By using this Website you agree that we can place cookies on your computer or device as explained above. However, you can control and manage cookies in various ways. Please bear in mind that removing or blocking cookies can impact on your user experience and parts of this Website may no longer be fully accessible.
You can change your cookie settings for this website at any time at cookies settings.
As an alternative, you can block all cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our site.
If you accept some or all cookies on this website you still have the option of setting your browser to notify you when you receive a cookie, so that you may determine whether to accept it or not.
We use ‘social buttons’ to enable our users to share or bookmark web pages. These are buttons for third party social media sites and these sites may log information about your activities on the Internet including on this Website. Please review the respective terms of use and privacy policies of these sites to understand exactly how they use your information and to find out how to optout, or delete, such information.
We sometimes use external web services on this Website to display content within the web pages of this Website, for example to display images, show videos or run polls. As with the social buttons, we cannot prevent these sites, or external domains, from collecting information on your use of this embedded content.
We may also use tracking technologies to determine whether you have read, clicked on, or forwarded certain email communications we send to you so that we can make our communications more helpful and interesting. If you do not wish us to confirm whether you have opened, clicked on or forwarded our communications, you will need to unsubscribe, as it is not possible for us to send these emails without tracking enabled. Registered subscribers can update their communication preferences at any time by contacting us, or you can unsubscribe following the instructions in the individual email communications you receive from us.
We may modify or amend this Cookie Notice from time to time at our discretion. When we make changes to this notice, we will amend the revision date at the top of this page, and such modified or amended Cookie Notice shall be effective as to you and your information as of that revision date. We encourage you to periodically review this Cookie Notice to be informed about how we are using cookies.
Last revised : 9 August 2020
When you use and interact with our websites, use our software or services, or communicate in other ways, we may collect, use, share and process information relating to you, which is known as Personal Data.
This Privacy Policy sets out our Personal Data processing practices and your related rights.
WallPost is the brand name of the flagship software developed by WallPost ERP.
WallPost ERP is a global technology provider and management consultancy, with its company headquarters at:
Oracle Tower
17901 Von Karman Avenue, Suite 600
Irvine, California 92614, USA
More information on SMIT can be found on www.wallpost.com
WallPost is a cloud-based ERP software solution developed to help businesses of all sizes achieve decisive digital transformation and innovation to reach success and gain a competitive edge in the global market. The software incorporates all the key business functions of a business onto a single platform.
We strive to provide our clients with turnkey software solutions to replace time-consuming traditional office practices with efficient, secure, and reliable workflow automation, both at the enterprise level and within individual business departments.
SMIT services include consultancy, technical support, subject matter expertise and software development.
Our Data Protection Officer can be contacted by email: info@wallpost.com
We may collect personal data from you in the following situations:
We may collect, record and use your personal data in physical and electronic form, and will hold, use and otherwise process that data as set out in this policy.
We collect and use personal data mainly to perform direct sales, direct marketing and customer service. We also collect data about suppliers, partners and persons seeking a job or working in our company.
We may use your information for the following purposes:
The collection of personal data based on consent from the data subject will be done by using ‘Consent Forms’ that will store documentation related to the consent given by the individual. Individual consents will always be stored and documented in our systems. We may send digital marketing to persons who have consented, such as email marketing.
We use personal information for fulfilling our obligations related to contracts and agreements with customers, partners and suppliers.
We use personal information for compliance with a legal obligation we have such as keeping records for tax purposes or providing information to a public body or law enforcement agency.
We may use personal data if it is considered to be of legitimate interest and if the privacy interests of the data subjects do not override this interest.
Normally, to establish the legal basis for data collection, an assessment has been made during which a mutual interest between SMIT and the individual person has been identified. This legal basis is primarily related to our sales and marketing purposes, and we may send information on products and services to our customers based on legitimate interest. We will always inform individuals about their privacy rights and the purpose for collecting personal data.
Since we provide a wide range of services, what type of personal data we collect and the way we use it depends on the service we provide or the purpose for which the data has been given or collected. For example, for purpose of contacting us, we collect data such as name, job title or function, company name, size, register headquarters, contact information (email, phone number, etc.), service you are interested in and so on; for job application, we collect data such as personal name, contact information, previous job details and so on.
We may also collect feedback, comments and questions received from you in service-related communication and activities, such as meetings, phone calls, documents, and emails. From our websites, we may collect IP-address and actions taken on the site.
If you upload photos or videos, add posts or comments, etc. on our community website, the information can be read by anyone with access to the community site and used for purposes over which SMIT or you have no control. Therefore, SMIT is not responsible for any information you submit to the community website.
We may also use your personal data in connection with:
SMIT does not collect or process any special categories of personal data, such as public unique identifiers or sensitive personal data.
We store personal data for as long as we find it necessary to fulfill the purpose for which the personal data was collected, while also considering our need to answer your queries or resolve possible problems, to comply with legal requirements under applicable laws, to attend to any legal claims/complaints, and for safeguarding purposes.
This means that we may retain your personal data for a reasonable period of time after your last interaction with us. When the personal data that we have collected is no longer required, we will delete it in a secure manner. We may process data for statistical purposes, but in such cases, data will be anonymized.
Note that retention periods vary in different jurisdictions and are set in accordance with local regulatory and professional retention requirements.
You have the following rights with respect to your personal data:
- The right to request a copy of your personal data that SMIT holds about you
- The right to request that SMIT corrects your personal data if inaccurate or out of date
If you are a customer or partner and you have registered a profile on our community website, you may update your user profile by logging into community and selecting “edit profile”.
If you are a customer and using WallPost ERP, you may update your user profile in your WallPost account by logging into your WallPost account and choose the option “profile/edit” to edit your details.
Any query about your Privacy Rights should be sent to: info@wallpost.com
We use cookies to collect information as you navigate the company’s websites. Website navigational information includes standard information from your web browser, such as browser type and browser language; your Internet Protocol (“IP”) address; and the actions you take on the company’s websites, such as the web pages viewed and the links clicked.
For full information on SMIT’s Cookie Policy or if you want to withdraw your acceptance of cookies on our websites, go to Cookie Policy
We do not share, sell, rent, or trade your information with any third parties without your consent, except from what is described below:
We may use sub-contractors to process personal data on our behalf, we are responsible for making sure they commit themselves to adhere to this Privacy Policy and applicable data protection legislation by signing a Data Processing Agreement.
If the sub-contractor processes Personal Data outside the EU/EEA area, such processing must be in accordance with the EU Privacy Shield Framework, EU Standard Contractual Clauses for transfer to third countries, or another specifically stated lawful basis for the transfer of personal data to a third country.
If a new sub-contractor is signed or a change of sub-contractor is performed related to our WallPost Cloud service, the customers will be notified in line with our Terms of Service.
We use a range of measures to ensure we keep your personal data secure, accurate and up to date. These include:
-Education and training to relevant staff to ensure they are aware of our privacy obligations when handling personal data
- Administrative and technical controls to restrict access to personal data to a ‘need to know’ basis
-Technological security measures, including fire walls, encryption and anti- virus software
-Physical security measures, such as security passes to access our premises
The transmission of data over the internet (including by e-mail) is never completely secure. So, although we use appropriate measures to try to protect personal data, we cannot guarantee the security of data transmitted to us or by us.
SMIT reserves the right to amend this Privacy Policy at any time. When we make changes to this Privacy Policy, we will amend the revision date at the top of this page. The modified or amended Privacy Policy will apply from that date.
We encourage you to check this Privacy Policy occasionally to ensure that you are happy with any changes.
If you are unhappy with the way in which your personal data has been processed, you may, in the first instance, contact: info@wallpost.com
If you remain dissatisfied, then you have the right to apply directly to your national supervisory authority for a decision.
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END-USER LICENSE AGREEMENT
This End-User License Agreement, by and between
COUNTRY OF INCORPORATION: corporation having its place of business at:
Oracle Tower, 17901 Von Karman Avenue,
Suite 600 Irvine, California 92614, USA.
Telephone: +1 949-556-8831
(Collectively, the “Parties” or individually a “Party”)
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Licensor and Licensee agree that the following provisions shall govern the licensing of the software package manufactured by Licensor entitled WALL POST SOFTWARE PROGRAM, as described in Exhibit A hereto (the “Product”).
Definition of Parties
For the purposes of this Agreement, “Licensee” shall include only the Licensee entity listed above, excluding all subsidiaries and affiliates thereof. For purposes of this Agreement, “Licensor” shall include all affiliates and subsidiaries of Licensor.
Terms and Conditions
These terms and conditions shall apply to the Product, and any enhancements, modifications, and upgrades thereto.
License Grant
Subject to the terms and conditions herein, Licensor hereby grants to Licensee a nontransferable, nonexclusive, limited license to use the Product in machine-readable form.
Licensee shall not reverse engineer, decompile or disassemble the Product.
Licensee may make one (1) copy of the Product and any documentation that is provided along with the Product, whether in hardcopy or in electronic form, for archival and backup purposes only. All copies must bear the copyright notice(s) of Licensor contained in or on the original Licensed Software.
Licensee acknowledges and agrees that title to the Product and all of the intellectual property embodied therein, including without limitation, all copies of the Product, remains in Licensor or in the third parties from whom Licensor has been granted a license. Licensee acknowledges and agrees that it does not have and does not hereby acquire any title to or ownership of the Product including, without limitation, any copies of the Product.
Licensee acknowledges that certain components of the Product may be patented and protected under both domestic and international patent laws and that the Product is copyrighted and protected under both domestic and international copyright laws. Licensee specifically agrees to respect and preserve Licensor’s patents and/or copyrights therein and agrees that as a matter of contract, the patent and/or copyright laws may be enforced to their fullest extent against Licensee.
Licensee shall not sublicense the Product or distribute copies thereof to third parties. Licensor shall have the right to assign this Agreement, in whole or in part, and any or all of its rights, obligations and privileges hereunder. Licensee shall not assign its rights or obligations under this Agreement without Licensor’s express prior written consent, such consent to be granted or withheld at Licensor’s sole discretion. Any assignment of this Agreement by Licensee, in whole or in part, without the consent of Licensor, shall be null and void.
Term and Termination
Term. The term of this agreement begins as of the Effective Date and shall continue, subject to payment of license fees.
Termination
This Agreement shall terminate immediately in the event of breach hereof by Licensee.
Licensor may terminate this Agreement upon thirty (30) days’ prior written notice to Licensee if Licensee fails to comply with any of the material terms and conditions of this Agreement and if such failure to comply is not cured within the thirty (30) day notice period.
Upon termination of this Agreement, Licensee shall immediately discontinue use of the Product. In such event, the license and rights granted herein shall expire and be terminated and Licensee shall have no further rights or access to the Product, and Licensee shall promptly destroy or return to Licensor all copies in Licensee’s possession.
Licensor expressly reserves any rights it may have under applicable statutory or common law with respect to Trade Secrets that may be embodied in the Products sold or licensed to Licensee hereunder or which are otherwise made available to Licensee in performance of this Agreement. For purposes of this Agreement, “Trade Secrets” shall include but not be limited to that which is deemed a trade secret under applicable statutory or common law, as well as any formula, pattern, compilation, program, device, method, technique, process, design, engineering detail, schematic, drawing and or other similar information pertaining to the Products.
“Proprietary Information” means that information which Licensor desires to protect against unrestricted disclosure or competitive use and which is designated as such in writing by Licensor or is disclosed orally and within thirty (30) days thereafter is reduced to tangible form pursuant to this license. All Proprietary Information shall be marked and noted as such prior to disclosure. Proprietary Information may include the property of third parties who have granted a license to Licensor.
In the performance of its obligations under this Agreement, Licensor may disclose to Licensee certain information which is identified as a Trade Secret, Proprietary Information, or otherwise confidential in a similar manner (“Confidential Information”). Licensee agrees that it shall not disclose Confidential Information to any third party and that it shall limit internal disclosure of Confidential Information to those employees who have a need to know and who have been made aware of and have agreed in writing to be bound by the terms of this Agreement.
Licensee understands and agrees that the Product contains Trade Secrets and Proprietary Information of Licensor and as a result is considered a valuable commercial asset. Licensee agrees that it shall not provide, disclose, license or otherwise make available the Product or any copies, modifications, alterations or enhancements, to any person or entity other than Licensor as provided herein.
Licensee shall take all action necessary to protect the Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own confidential information.
IN NO EVENT WILL Licensor BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PRODUCT (OR ANY HARDWARE FURNISHED WITH THE SOFTWARE), EVEN IF Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
Nondisclosure and Confidentiality Obligations
Limitations on Liability
Disclaimer of Warranty
LICENSOR MAKES NO WARRANTIES OR REPRESENTATION TO LICENSEE OR ANY THIRD PARTY CONCERNING THE OPERATION OR PERFORMANCE OF ANY PRODUCT OR THE VALIDITY OR ENFORCEABILITY OF ANY INTELLECTUAL PROPERTY RIGHTS. UNLESS OTHERWISE MANDATED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
Intellectual Property
No license, rights or interest in any trademark, trade name or service mark of Licensor or any third party from whom Licensor has acquired license rights is granted under this Agreement.
All title and intellectual property rights in and to the content which may be accessed through use of the Product is the property of the respective content owner and may be protected by applicable copyright and other intellectual property laws and treaties. This Agreement grants the Licensee no right to use such content.
Indemnification.
Licensee agree to defend Licensor, its subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, business and promotional partners, operational service providers, suppliers, resellers and contractors (the “Licensor Indemnified Parties”) against any and all claims, demands and/or actions, and indemnify and hold the Licensor Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys’ fees), resulting from any breach or violation of this Agreement, infringement, violation or noncompliance with any law or regulation, as well as any use, alteration, or export of the Product. Licensor reserves the right to assume, at Licensor’s expense, the exclusive defense and control of any claims or actions and all negotiations for settlement or compromise, and Licensee agrees to fully cooperate upon request.
Licensor shall defend Licensee against any third party claim that the Product infringes any patent, trademark or copyright of such third party, or misappropriates a trade secret (but only to the extent that the misappropriation is not a result of Licensee’s actions) (“Infringement Claim”) and indemnify Licensee from the resulting costs and damages finally awarded against Licensee to such third party by a court of competent jurisdiction or agreed to in settlement. The foregoing obligations are applicable only if Licensee: (i) promptly notifies Licensor in writing of the Infringement Claim; (ii) allow Licensor sole control over the defense for the claim and any settlement negotiations; and (iii) reasonably cooperate in response to Licensor’s requests for assistance. Licensee may not settle or compromise any Infringement Claim without the prior written consent of Licensor.
If the alleged infringing Product becomes the subject of an Infringement Claim, Licensor will, at Licensor’s option and expense, do one of the following: (a) procure the rights necessary for Licensee to make continued use of the Product; (b) replace or modify the Product to make it non-infringing; or (c) terminate the license to the Product and discontinue the related support services, and, upon Licensee’s certified deletion of the Product, issue a pro rata refund of the prepaid fees for the remaining portion of the term (if applicable).
Licensor will have no obligation with respect to any claim based on: (a) a combination of the Product with non-Licensor Products; (b) use for a purpose or in a manner for which the Product was not designed; (c) use of any older version of the Product when use of a newer Product version would have avoided the infringement; (d) any modification to the Product made without Licensor’s express written approval. THIS INDEMNIFICATION SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY AND LICENSOR’S ENTIRE LIABILITY FOR ANY INFRINGEMENT CLAIMS OR ACTIONS.
All notices under this Agreement shall be in writing and shall be deemed to have been given upon actual receipt by the receiving Party.
The address of the Parties (until written notice of change shall have been given) shall be as follows:
E-mail of Owner: info@wallpostsoftware.com
Attention: Smart Management IT Solutions
All rights not expressly granted herein are reserved by Licensor.
Governing Law
This Agreement will be construed in accordance with and governed by the laws of California, without giving effect to the conflict of law principles.
All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, and Licensor’s rights with respect to Confidential Information, Proprietary Information and Trade Secrets shall survive any termination of this Agreement.
Failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. In the event that any portion of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, the remaining portions of this Agreement shall remain in full force and effect.
The licenses, the Product and any other information provided by Licensor to Licensee and any licenses and rights granted hereunder, may not be sold, leased, rented, assigned, sublicensed or otherwise transferred, in whole or in part, by Licensee except as allowed in this Agreement. All transfers or assignments in violation of this Agreement shall be deemed void ab initio.
LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
ACCEPTED AND AGREED
This End-User License Agreement, by and between
COUNTRY OF INCORPORATION: corporation having its place of business at:
Oracle Tower, 17901 Von Karman Avenue,
Suite 600 Irvine, California 92614, USA.
Telephone: +1 949-556-8831
(Collectively, the “Parties” or individually a “Party”)
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Licensor and Licensee agree that the following provisions shall govern the licensing of the software package manufactured by Licensor entitled WALL POST SOFTWARE PROGRAM, as described in Exhibit A hereto (the “Product”).
Definition of Parties
For the purposes of this Agreement, “Licensee” shall include only the Licensee entity listed above, excluding all subsidiaries and affiliates thereof. For purposes of this Agreement, “Licensor” shall include all affiliates and subsidiaries of Licensor.
Terms and Conditions
These terms and conditions shall apply to the Product, and any enhancements, modifications, and upgrades thereto.
License Grant
Subject to the terms and conditions herein, Licensor hereby grants to Licensee a nontransferable, nonexclusive, limited license to use the Product in machine-readable form.
Licensee shall not reverse engineer, decompile or disassemble the Product.
Licensee may make one (1) copy of the Product and any documentation that is provided along with the Product, whether in hardcopy or in electronic form, for archival and backup purposes only. All copies must bear the copyright notice(s) of Licensor contained in or on the original Licensed Software.
Licensee acknowledges and agrees that title to the Product and all of the intellectual property embodied therein, including without limitation, all copies of the Product, remains in Licensor or in the third parties from whom Licensor has been granted a license. Licensee acknowledges and agrees that it does not have and does not hereby acquire any title to or ownership of the Product including, without limitation, any copies of the Product.
Licensee acknowledges that certain components of the Product may be patented and protected under both domestic and international patent laws and that the Product is copyrighted and protected under both domestic and international copyright laws. Licensee specifically agrees to respect and preserve Licensor’s patents and/or copyrights therein and agrees that as a matter of contract, the patent and/or copyright laws may be enforced to their fullest extent against Licensee.
Licensee shall not sublicense the Product or distribute copies thereof to third parties. Licensor shall have the right to assign this Agreement, in whole or in part, and any or all of its rights, obligations and privileges hereunder. Licensee shall not assign its rights or obligations under this Agreement without Licensor’s express prior written consent, such consent to be granted or withheld at Licensor’s sole discretion. Any assignment of this Agreement by Licensee, in whole or in part, without the consent of Licensor, shall be null and void.
Term and Termination
Term. The term of this agreement begins as of the Effective Date and shall continue, subject to payment of license fees.
Termination
This Agreement shall terminate immediately in the event of breach hereof by Licensee.
Licensor may terminate this Agreement upon thirty (30) days’ prior written notice to Licensee if Licensee fails to comply with any of the material terms and conditions of this Agreement and if such failure to comply is not cured within the thirty (30) day notice period.
Upon termination of this Agreement, Licensee shall immediately discontinue use of the Product. In such event, the license and rights granted herein shall expire and be terminated and Licensee shall have no further rights or access to the Product, and Licensee shall promptly destroy or return to Licensor all copies in Licensee’s possession.
Licensor expressly reserves any rights it may have under applicable statutory or common law with respect to Trade Secrets that may be embodied in the Products sold or licensed to Licensee hereunder or which are otherwise made available to Licensee in performance of this Agreement. For purposes of this Agreement, “Trade Secrets” shall include but not be limited to that which is deemed a trade secret under applicable statutory or common law, as well as any formula, pattern, compilation, program, device, method, technique, process, design, engineering detail, schematic, drawing and or other similar information pertaining to the Products.
“Proprietary Information” means that information which Licensor desires to protect against unrestricted disclosure or competitive use and which is designated as such in writing by Licensor or is disclosed orally and within thirty (30) days thereafter is reduced to tangible form pursuant to this license. All Proprietary Information shall be marked and noted as such prior to disclosure. Proprietary Information may include the property of third parties who have granted a license to Licensor.
In the performance of its obligations under this Agreement, Licensor may disclose to Licensee certain information which is identified as a Trade Secret, Proprietary Information, or otherwise confidential in a similar manner (“Confidential Information”). Licensee agrees that it shall not disclose Confidential Information to any third party and that it shall limit internal disclosure of Confidential Information to those employees who have a need to know and who have been made aware of and have agreed in writing to be bound by the terms of this Agreement.
Licensee understands and agrees that the Product contains Trade Secrets and Proprietary Information of Licensor and as a result is considered a valuable commercial asset. Licensee agrees that it shall not provide, disclose, license or otherwise make available the Product or any copies, modifications, alterations or enhancements, to any person or entity other than Licensor as provided herein.
Licensee shall take all action necessary to protect the Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own confidential information.
IN NO EVENT WILL Licensor BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PRODUCT (OR ANY HARDWARE FURNISHED WITH THE SOFTWARE), EVEN IF Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
Nondisclosure and Confidentiality Obligations
Limitations on Liability
Disclaimer of Warranty
LICENSOR MAKES NO WARRANTIES OR REPRESENTATION TO LICENSEE OR ANY THIRD PARTY CONCERNING THE OPERATION OR PERFORMANCE OF ANY PRODUCT OR THE VALIDITY OR ENFORCEABILITY OF ANY INTELLECTUAL PROPERTY RIGHTS. UNLESS OTHERWISE MANDATED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
Intellectual Property
No license, rights or interest in any trademark, trade name or service mark of Licensor or any third party from whom Licensor has acquired license rights is granted under this Agreement.
All title and intellectual property rights in and to the content which may be accessed through use of the Product is the property of the respective content owner and may be protected by applicable copyright and other intellectual property laws and treaties. This Agreement grants the Licensee no right to use such content.
Indemnification.
Licensee agree to defend Licensor, its subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, business and promotional partners, operational service providers, suppliers, resellers and contractors (the “Licensor Indemnified Parties”) against any and all claims, demands and/or actions, and indemnify and hold the Licensor Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys’ fees), resulting from any breach or violation of this Agreement, infringement, violation or noncompliance with any law or regulation, as well as any use, alteration, or export of the Product. Licensor reserves the right to assume, at Licensor’s expense, the exclusive defense and control of any claims or actions and all negotiations for settlement or compromise, and Licensee agrees to fully cooperate upon request.
Licensor shall defend Licensee against any third party claim that the Product infringes any patent, trademark or copyright of such third party, or misappropriates a trade secret (but only to the extent that the misappropriation is not a result of Licensee’s actions) (“Infringement Claim”) and indemnify Licensee from the resulting costs and damages finally awarded against Licensee to such third party by a court of competent jurisdiction or agreed to in settlement. The foregoing obligations are applicable only if Licensee: (i) promptly notifies Licensor in writing of the Infringement Claim; (ii) allow Licensor sole control over the defense for the claim and any settlement negotiations; and (iii) reasonably cooperate in response to Licensor’s requests for assistance. Licensee may not settle or compromise any Infringement Claim without the prior written consent of Licensor.
If the alleged infringing Product becomes the subject of an Infringement Claim, Licensor will, at Licensor’s option and expense, do one of the following: (a) procure the rights necessary for Licensee to make continued use of the Product; (b) replace or modify the Product to make it non-infringing; or (c) terminate the license to the Product and discontinue the related support services, and, upon Licensee’s certified deletion of the Product, issue a pro rata refund of the prepaid fees for the remaining portion of the term (if applicable).
Licensor will have no obligation with respect to any claim based on: (a) a combination of the Product with non-Licensor Products; (b) use for a purpose or in a manner for which the Product was not designed; (c) use of any older version of the Product when use of a newer Product version would have avoided the infringement; (d) any modification to the Product made without Licensor’s express written approval. THIS INDEMNIFICATION SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY AND LICENSOR’S ENTIRE LIABILITY FOR ANY INFRINGEMENT CLAIMS OR ACTIONS.
All notices under this Agreement shall be in writing and shall be deemed to have been given upon actual receipt by the receiving Party.
The address of the Parties (until written notice of change shall have been given) shall be as follows:
E-mail of Owner: info@wallpost.com
Attention: WallPost ERP
All rights not expressly granted herein are reserved by Licensor.
Governing Law
This Agreement will be construed in accordance with and governed by the laws of California, without giving effect to the conflict of law principles.
All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, and Licensor’s rights with respect to Confidential Information, Proprietary Information and Trade Secrets shall survive any termination of this Agreement.
Failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. In the event that any portion of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, the remaining portions of this Agreement shall remain in full force and effect.
The licenses, the Product and any other information provided by Licensor to Licensee and any licenses and rights granted hereunder, may not be sold, leased, rented, assigned, sublicensed or otherwise transferred, in whole or in part, by Licensee except as allowed in this Agreement. All transfers or assignments in violation of this Agreement shall be deemed void ab initio.
Notices
General Provisions
Payments Terms & Conditions
If you do not agree to these terms and conditions, do not check the box or provide your credit card information.
By checking the box and providing your credit card billing information, you agree that your service subscription will automatically renew for successive renewal terms, and you expressly authorize and permit free parking to bill each service renewal fee to the credit card you have provided, until you cancel the automatic renewal of your services.
If you terminate a subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle, unless you are terminating the Agreement for our breach and have so notified us in writing, or unless a refund is required by law.
WallPost ERP will send at least one email notice of upcoming auto-renewal prior to auto-renewing your service. This notice will be sent to the Billing Contact for your account and you agree it is your responsibility to ensure your contact details are valid at all times.
You may cancel your auto-renewal at any time by writing to us at the address above. If you discontinue or do not select automatic renewal and billing of your subscription, you must manually renew your subscription to prevent interruption of service.
Automatic renewal transactions will usually be processed on the day before your existing service expires, so if you want to cancel your automatic renewal, you should do so at least 48 hours prior to your service expiry date to ensure that the cancellation is possible. You will not be able to cancel an auto-renewal on the day it is due to be processed.
WallPost ERP cannot be held responsible for loss of service provided from them, if the auto-renewal is cancelled or your credit card details are not up to date, preventing the auto-renewal from taking place.
WallPost ERP will notify you of any failure to process an auto-renewal and you can then arrange for alternative payment.
You agree that you are responsible for payment of all fees related to any service that you have set to auto-renew. Once the service renewal has been processed it cannot be reversed nor any fees refunded.
We are not keeping or processing your credit card information on our server.
LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
ACCEPTED AND AGREED
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