CLIENT TERMS AND CONDITIONS FOR USE OF INCONTROL PRODUCT(S)
Effective Date: September 3, 2025
Company: InControl Solutions Inc. ("InControl," "we," "us," "our")
Customer: The entity or individual accepting these Terms ("Customer," "you")
1. Agreement Scope and Updates
1.1 These Terms govern Customer’s access to and use of InControl’s services, websites, applications, and related support (collectively, the “Services”).
1.2 If a written order form, statement of work (SOW), or data processing addendum (DPA) is executed, it is incorporated by reference and will control over these Terms in the event of conflict.
1.3 We may modify these Terms. For paid subscriptions, material updates take effect at the next renewal term unless agreed earlier. For free features, updates may apply immediately upon posting.
2. Definitions
2.1 Affiliate: Any entity that controls, is controlled by, or is under common control with a party.
2.2 Customer Data: Any data submitted to or collected through the Services on behalf of Customer.
2.3 Documentation: Any user guides or technical documents we make available.
2.4 Personal Information: Data that identifies or can identify an individual.
2.5 Third-Party Services: External services chosen by Customer to integrate with the Services (e.g., POS, payroll, accounting tools).
3. Access and Use
3.1 InControl grants Customer a limited, nonexclusive, nontransferable right to use the Services for internal business purposes during the active subscription period.
3.2 Customer is responsible for managing its access credentials and any activity under its accounts.
3.3 Customer may not copy, modify, reverse-engineer, or use the Services in violation of applicable law or these Terms.
4. Customer Responsibilities
4.1 Customer is responsible for implementing and maintaining the Services and ensuring all configurations are appropriate for its environment.
4.2 Customer is solely responsible for managing connections with Third-Party Services, and assumes all risks, including potential IP or data-related claims.
4.3 Customer must maintain independent backup and contingency procedures sufficient to meet operational and legal requirements without reliance on the Services.
5. Data Ownership and Processing
5.1 Customer owns all Customer Data. InControl may use it solely to provide and support the Services.
5.2 InControl does not sell or share Customer Data as defined under applicable privacy laws.
5.3 InControl will implement reasonable security safeguards and notify Customer of confirmed data breaches.
5.4 For Personal Information in Customer Data, Customer is the controller and InControl acts as a processor under Customer’s instructions.
6. Service Availability and Support
6.1 The Services may be unavailable from time to time due to maintenance, outages, or events beyond our control.
6.2 InControl provides standard support via listed channels. Any premium or tiered support must be defined in a separate agreement.
6.3 We do not guarantee uptime, uninterrupted availability, or data export during outages. No service credits or refunds are provided.
7. Fees and Payments
7.1 Fees are as specified in the order form and are non-refundable unless expressly stated.
7.2 Customer is responsible for all applicable taxes except those based on InControl’s net income.
7.3 We may suspend access for unpaid amounts or if Customer’s use poses a legal or security risk.
8. Confidentiality
8.1 Each party agrees to protect the other’s Confidential Information with reasonable care and use it only as needed to perform under these Terms.
8.2 Confidential Information excludes information that is public, independently developed, or lawfully obtained without duty.
8.3 Disclosure is permitted if required by law, provided reasonable notice is given where legally allowed.
9. Intellectual Property
9.1 InControl retains all rights, title, and interest in the Services and underlying IP. Customer retains rights in its own data.
9.2 InControl provides no warranty or indemnity for third-party IP claims. Use of the Services is at Customer’s own risk.
9.3 If the Services become subject to a legal claim, InControl may, at its option, (a) obtain continued rights, (b) modify the Services, or (c) terminate access and refund any unused prepaid fees. These are commercial options, not obligations.
10. Disclaimers
10.1 THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” INCONTROL DISCLAIMS ALL WARRANTIES, INCLUDING NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
10.2 Customer assumes full responsibility for use of the Services, including all outcomes and compliance obligations.
10.3 InControl does not provide legal, payroll, tax, or HR advice.
11. Indemnity by Customer
11.1 Customer will indemnify and defend InControl from any third-party claims arising out of:
11.2 Customer Data or use of the Services in violation of law;
11.3 Breach of obligations in these Terms;
11.4 Any claim that Customer Data or Third-Party Service use infringes a third party’s rights.
12. Limitation of Liability
12.1 Neither party will be liable for indirect, special, incidental, or consequential damages, or loss of profits or data.
12.2 Each party’s total liability is limited to the amount paid by Customer to InControl in the twelve (12) months before the claim arose.
12.3 Claims must be brought within one (1) year of the event giving rise to the claim.
13. Term and Termination
13.1 Terms remain in effect during the active subscription period. Either party may terminate for material breach with 30 days’ written notice.
13.2 InControl may suspend access immediately for non-payment, legal risk, or misuse.
13.3 Upon termination, Customer must pay accrued fees. Data may be exported for 30 days, after which it may be deleted from active systems.
14. Force Majeure
14.1 Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, labor disputes, cyberattacks, or regulatory actions.
15. Dispute Resolution
15.1 Before initiating formal action, parties will attempt informal resolution for at least 15 days after notice.
15.2 Disputes will be resolved by binding arbitration under AAA rules in Snohomish County, WA. The arbitrator decides all procedural and substantive issues.
15.3 No class or representative actions are allowed. Arbitration is individual only.
15.4 Small claims and requests for injunctive relief may be brought in court as permitted.
16. Notices
16.1 Notices must be in writing and delivered to the email or mailing address listed in the Customer’s account or legal@incontrolpos.com for InControl.
17. Assignment
17.1 Neither party may assign these Terms without consent, except to an affiliate or successor entity not in competition with the other.
18. Export and Compliance
18.1 Customer will comply with all applicable export control and sanctions laws. Services may not be used in restricted jurisdictions or for prohibited purposes.
19. Publicity
19.1 We may use Customer’s name and logo in a customer list. Customer may opt out by providing written notice.
20. Entire Agreement
20.1 These Terms (and incorporated documents) are the complete agreement between the parties and supersede prior versions.
20.2 If any part is held unenforceable, the rest remains in effect. Headings are for convenience only.