iPOSio

CLIENT TERMS AND CONDITIONS FOR USE OF INCONTROL PRODUCT(S)

Incontrol Solutions Inc., a Washington corporation, (“InControl” or “Us” or “Our”) offers these Terms and Conditions of Use (“Terms” or “Notice”) that You agree to when using our products or services (“Agreement”). We know it’s tempting to skip these Terms, but it’s important to establish what You can expect from us as You use our products, and what we expect from You. These Terms reflect the way InControl’s business works, the laws that apply to our company, and our efforts to establish clear expectations with You. As a result, these Terms help define InControl’s relationship with You as You and Your employees interact with our products. Besides these terms, we also publish a Privacy Policy. Although it’s not part of these terms, we encourage You to read it to better understand how You can update, manage, export, and delete Your information.

THIS AGREEMENT IS BY AND BETWEEN US, A SOFTWARE DEVELOPMENT COMPANY, AND YOU, AN EMPLOYER OR PAYROLL SERVICES PROVIDER. THESE TERMS GOVERN YOU AND YOUR PAYEES’ ACCESS TO AND USE OF OUR APPLICATIONS, CLOUD SOLUTIONS, CONTENT, ONLINE ACCESS, PRODUCTS, SERVICES, SOFTWARE, AND WEBSITE (“PRODUCT” OR PRODUCTS). IF YOU DO NOT AGREE TO ALL OF THESE TERMS SET FORTH BELOW, THEN DO NOT USE OUR PRODUCTS. BY ACCESSING OR USING OUR PRODUCTS, YOU AND THE BUSINESS ENTITY OR THE ORGANIZATION YOU REPRESENT ("YOU" OR "YOUR") INDICATE YOUR AGREEMENT TO BE BOUND BY THESE TERMS.

Section 1-Scope and Changes

These Terms govern Your use of Our Products, except to the extent such Product is the subject of a separate agreement. InControl reserves the right to, in our sole discretion, change, modify, add, or delete portions of Our Privacy Policy and these Terms as Our needs dictate and as legal requirements change. If and when a change is made to Our Privacy Policy or Terms, this page will be duly updated to reflect the change. Your continued use of Our Products after any changes to Our Privacy Policy or Terms will mean that You accept those changes. These Terms exclusively govern Your access to, interaction with, and use of, Our Products and does not alter in any way the terms or conditions of any other agreement You might have with Us. We encourage You to review these Terms each time You visit our Site, to check if it has been updated since Your last visit. If You have any questions or comments regarding the use of Our Products, please direct Your questions or comments to info@incontrolpos.com.

Section 2 - Definitions

  • 2.1 Client: You are our Client, which means that You are an employer or payroll services provider offering Your employees and payees access to and use of our applications, cloud solutions, content, online access, products, services, software, and website (“product” or products). Your payees are not our Clients, but are included in a larger category called Users.
  • 2.2 Company: Incontrol Solutions Inc., a Washington corporation, (the “Company”) is the owner and provider of the Product(s). The Company’s registered office is located at 14205 SE 36TH ST., Suite #100, Bellevue, Washington 98006. The Company is also referenced as “Us” or “We” within these Terms.
  • 2.3 Notice: You agree to accept and to be bound by these Basic Terms and Conditions of Use and the Privacy Policy (collectively the “Notice” or “Agreement”). Please read the Notice carefully before using the Product. By viewing or otherwise using this Product, You are agreeing You are 13 or older, and agreeing to be bound by the following terms and conditions of use, which together with our Privacy Policy govern the relationship between You and the Company.
  • 2.4 Payroll Services Provider: As a Payroll Services Provider you are reselling our Products to Employers, offering their employees’ access to and use of Our Products. Their employees, are not our Clients, but are included in a larger category called Users.
  • 2.5 Personally Identifiable Information: We will restrict distribution of sensitive Personally Identifiable Information (“PII”) in conformance with Our Privacy Policy, Europe’s General Data Protection Regulation (“GDPR”), as well as the laws of the United States, including the Code of Federal Regulations 2 CFR § 200.79, and the several state specific laws, including the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act, (“CPRA”), which refer to information that can be used to distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. More information on privacy regulations may be found here:
  • 2.6 Privacy Policy: Access our privacy policy here https://incontrolpos.com/privacypolicy
  • 2.7 Product: Our applications, cloud solutions, content, online access, products, servers, services, software, code, including reverse engineered code, and website or “Site” (individually and collectively referred to as the “Product” or “Products”) offered through https://incontrolpos.com, https://iposio.com and https://myposinfo.com or other Site designated by the Company, and the iPOS software application (the “App”) which comprise our platform that integrates with your POS system to your accounting, financial, payroll, or spreadsheet applications. Where “App” is not specifically used, the term “Product” shall be interpreted to include both the Site and the App.
  • 2.8 Service Providers: We may deliver our Products using the services of RackSpace, Microsoft Azure, or other cloud, hardware, or software provider(s). Your Service Providers which may include:
    • Your Point of Sale (“POS”) System:
      • Toast: Terms of Service and Privacy Statement
      • SpotOn: Terms and Conditions and Privacy Policy
      • Tray: Terms of Use and Privacy Policy
      • Aloha: Terms and Conditions and Privacy Policy
      • Micros: Terms and Conditions and Privacy Policy
      • POSitouch: Terms and Conditions and Privacy Policy
      • Focus: End User License Agreement and Privacy Policy
    • Your Payroll System:
      • ADP: Terms and Conditions and Privacy Policy
      • Fourth: Terms and Conditions and Privacy Policy
      • Gusto: Terms and Conditions and Privacy Policy
      • Heartland: Terms of Use and Privacy Policy
      • Millennium: Terms and Conditions and Privacy Policy
      • NetChex: Conditions of Use and Privacy Policy
      • PayChex: Terms of Use and Privacy Policy
      • PayCom: Terms of Use and Privacy Policy
      • PayCor: Terms and Conditions and Privacy Policy
      • Paylocity: Terms and Conditions and Privacy Policy
      • Sage: Terms and Conditions and Privacy Policy
      • UKG: Terms of Use and Privacy Policy
      • and more;
    • Your Accounting System:
      • QuickBooks: Terms of Service and Privacy Policy
      • Sage: Terms and Conditions and Privacy Policy
    • Your Spreadsheet Applications
      • Microsoft Services: Terms and Conditions and Privacy Policy
      • Open Office: Terms of Use and Privacy Policy
      • Google Sheets: Terms of Service and Privacy Policy
  • 2.9 Submitted Information: Any payroll information, including hours, payee names, salary, rates of pay, social security, tax identification numbers, or photograph, or any image, video, “favorites” list, comments, feedback, postcards, suggestions, notes, and other information, content, or material, or any other item that You or Your agents disclose, via Our Products or email, fax, offer, text, share, or post to the Site or the Company.
  • 2.10 Third Party: Third parties include Your agents, employees, Users, and Service Providers, as well as Our Service Providers and other Users.
  • 2.11 Third-Party Posted Information: The Company does not endorse, verify, or guarantee the validity of any material or information posted by other parties.
  • 2.12 User: You are the User if You view, read, or use the Products, images, or information on or from Our Products. The User is also referenced as “You” or “Your” within this Notice.

Section 3 - Use of Our Products

The use of Our Products is subject to the following terms of use:

  • 3.1 Our Products are provided for Your general use only and are not customized for Your unique or particular purpose. The Product provided is subject to change without notice. You acknowledge and accept responsibility for implementing Our Product and ensuring compatibility of Our Product with Your payroll processing provider or other Service Provider.
  • 3.2 Assumption of Risk Your use of any of Our Products is entirely at Your own risk, for which we shall not be liable. Specifically, you accept the risk that if RackSpace, Microsoft Azure, or any other platform used, fail to host Our servers, if their site goes down, if their SSL certificate expires, if our SSL certificate(s) expires, or if the Internet connection is disrupted (the “System”), if our codebase fails for any reason, if our updates fail, then You must find an alternative payroll solution until the System resumes functionality, regardless of Your payroll deadlines. You will not hold the Company liable for Internet or System disruption or failure.You are hereby certifying that You have an alternative system in place to get checks to employees in a timely manner. We do not guarantee uptime. It shall be Your own responsibility to ensure that any Products, Systems, or services meet Your specific requirements. We do not verify the accuracy of, endorse, or guarantee the validity of any information posted or used by You or others through Our Products. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT INFORMATION OBTAINED VIA OUR PRODUCTS, ON THIS SITE, OR THROUGH OUR APPS IS ACCURATE, AVAILABLE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
  • 3.3 By offering Submitted Information (except for Personally Identifiable Information) through Our Products or Our Site, either online or offline, whether or not solicited by the Company or Our Products, You hereby grant to Us an irrevocable, nonexclusive, perpetual, worldwide, royalty-free right and license to use, display, modify, reproduce, publish, distribute, make derivative works of, sublicense, and otherwise commercially and non-commercially exploit Your Submitted Information and all copyright, trade secret, trademark, or other intellectual property rights therein, in any manner or medium now existing or hereafter developed (including, but not limited to, print, film or electronic storage devices), and the exclusive right to use, display, publicly perform, modify, reproduce, publish, distribute, make derivative works of, sublicense, and otherwise exploit all such materials on commercial websites, without compensation of any kind to You or any Third-Party. You hereby represent and warrant: (A) You have all necessary rights, power, and authority to grant the license set forth herein to Your Submitted Item, and (B) Your Submitted Item does not violate, misappropriate, or infringe any copyright, trade secret, trademark, or other intellectual property right of any Third-Party. You will take, at the Company’s expense, any further action (including, without limitation, execution of affidavits and other documents) requested by the Company to affect, perfect, and confirm the license granted to the Company to Your Submitted Item as set forth herein. Publication or use of any Submitted Information is at the sole discretion of the Company and the Company is under no obligation to publish or use any Submitted Item. If Your Submitted Item is published, used, and/or posted on the Site or otherwise used by the Company, we may include Your name, likeness, logo, photo, or information in conjunction with such publication, posting, or use. By submitting, disclosing, or offering a Submitted Item, You hereby grant the Company the right to use Your name in connection with the publication, use, or posting of Your Submitted Item. You must include Your full name and e-mail address with Your Submitted Item so we can contact You if we have any questions about Your Submitted Item. By submitting this information, You are agreeing that this method of contacting You is sufficient for all means of communication between You and the Company, and that such communication provides reasonable notice.
  • 3.4 The trademarks, designs, copyrights, logos, and service marks ("Marks") displayed on via the Products are the property of the Company, and other Third Parties. You are prohibited from using any Marks for any purpose including, but not limited to, use as metatags on other pages or sites or apps on the World Wide Web without the written permission of the Company or such Third-Party which may own the Marks. All information and content of Our Products is protected by copyright. You are prohibited from modifying, copying, distributing, transmitting, displaying, publishing, selling, licensing, creating derivative works, including reverse engineering, or using any Content available on or through the Site for private, commercial, or public purposes. Unauthorized use of the Site may give rise to a claim for damages and/or be a criminal offense.
  • 3.5 Incontrol Solutions Inc. provides online integration and desktop integration of Your POS system to Your accounting, financial, payroll and spreadsheet applications.
  • 3.6 The Company’s relationships with Our Clients, the Site contributors, Users, and Third Parties are solely Independent Contractor Relationships and nothing in this Agreement is intended to create, nor should be construed as creating, a partnership, agency, joint venture, or employment relationship. Each Client, Service Provider, or Site contributor will pay its own expenses, including those relating to insurance coverage, legal liability, and taxes. If a Client, Service Provider or Site contributor has its own employees, it is solely responsible for paying for their benefits. Clients, Service Providers, Users or Site contributors will not be entitled to any of the benefits which the Company may make available to its employees, including, but not limited to: group health or life insurance, profit-sharing, or retirement benefits. Each Client, Service Provider or Site contributor is not authorized to make any representation, contract, or commitment on behalf of the Site or the Company unless specifically requested or authorized in writing to do so by a manager of the Company. Each Client, Service Provider or Site contributor shall make clear to any third parties that they are not the agent of, nor empowered to act as an agent of the Site. Each Client, Service Provider or Site contributor is solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of services and receipt of fees under this Notice and Agreement or through the Site. Each Client, Service Provider or Site contributor is solely responsible for, and must maintain adequate records of expenses incurred in the course of performing services under this Notice or Agreement. No part of the Clients’, Service Providers’, Users’ or Site contributors’ compensation will be subject to withholding by the Company for the payment of any social security, federal, state, or other employee payroll taxes. The Company will regularly report amounts paid to Clients, Service Providers or Site contributors by filing Form 1099-MISC with the Internal Revenue Service as required by law. Each Client, Service Provider or Site contributor will indemnify, defend, and hold harmless the Company and its members, directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any negligent, reckless, or intentionally wrongful act of the Client, Service Provider or Site contributor or Client’s, Service Provider’s or Site contributor’s assistants, employees, or agents, (b) any breach by Client, Service Provider or Site contributor or Client, Service Provider or Site contributor’s assistants, employees, or agents of any of the covenants, warranties, or representations contained in this Notice and Agreement, (c) any failure of Client, Service Provider or Site contributor to perform the Services in accordance with all applicable laws, rules, and regulations, or (d) any violation or claimed violation of a Third-Party’s rights resulting in whole or in part from the Company’s use of the work product of Client, Service Provider or Site contributor under this Notice and Agreement.
  • 3.7 The Site and Company uses Third Party Service Providers. By making use of some or all of the Company’s Products or the services on the Site, You hereby consent and authorize us to delegate the authorizations and share the information You provide to us with our Third-Party Service Provider(s) to the extent required to provide services to You.
  • 3.8 Our Products and Company uses the Third-Party Service Providers listed below, subject to change at the sole discretion of the Company without notice: By using Our Products, You agree to be bound by the terms and privacy policies of the Third-Party Service Providers you choose:
    • Toast: Terms of Service and Privacy Statement
    • SpotOn: Terms and Conditions and Privacy Policy
    • Tray: Terms of Use and Privacy Policy
    • Aloha: Terms and Conditions and Privacy Policy
    • Micros: Terms and Conditions and Privacy Policy
    • POSitouch: Terms and Conditions and Privacy Policy
    • Focus: End User License Agreement and Privacy Policy
    • ADP: Terms and Conditions and Privacy Policy
    • Fourth: Terms and Conditions and Privacy Policy
    • Gusto: Terms and Conditions and Privacy Policy
    • Heartland: Terms of Use and Privacy Policy
    • NetChex: Conditions of Use and Privacy Policy
    • PayChex: Terms of Use and Privacy Policy
    • PayCom: Terms of Use and Privacy Policy
    • PayCor: Terms and Conditions and Privacy Policy
    • Paylocity: Terms and Conditions and Privacy Policy
    • Sage: Terms and Conditions and Privacy Policy
    • UKG: Terms of Use and Privacy Policy
    • QuickBooks: Terms of Service and Privacy Policy
    • Sage: Terms and Conditions and Privacy Policy
    • Microsoft Services: Terms and Conditions and Privacy Policy
    • Open Office: Terms of Use and Privacy Policy
    • Google Sheets: Terms of Service and Privacy Policy
  • 3.9 The Product may provide links to other sites by allowing You to access Third-Party material or by bringing Third-Party material into Our Products via “inverse” hyperlinks and framing technology (a “Linked Site”) as well as Our proprietary integration Products. The Company has no discretion to alter, update, or control the content on a Linked Site. The fact that the Product has provided access to a link to a Linked Site is not an endorsement, authorization, sponsorship, or affiliation with respect to such Linked Site, its owners, or its providers. There are inherent risks in relying upon, using, or retrieving any information found on the internet, and the Company urges You to make sure You understand these risks before relying upon, using, or retrieving any such information on a Linked Site.
  • 3.10 All Our content, Products, and services that We provide or obtained from a Linked Site are provided to You “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, title, non-infringement, security or accuracy. THE COMPANY DOES NOT REPRESENT OR WARRANT LINKED SITES OR OUR SERVICE PROVIDERS ARE CONSISTENTLY AVAILABLE, FUNCTIONAL, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE YOUR USE OF OUR PRODUCTS AND OF THIRD-PARTY SERVICE PROVIDERS IS AT YOUR SOLE RISK, AND YOU ACCEPT THIS RISK.
  • 3.11 The Company does not endorse and is not responsible for (a) the accuracy or reliability of an opinion, advice, or statement made through Our Products by any party other than the Company, (b) any content provided on Linked Sites or by Service Providers, or (c) the capabilities or reliability of any product or service obtained Service Providers or from a Linked Site. Other than as required under applicable consumer protection law, under no circumstance will the Company be liable for any loss or damage caused by Your reliance on Service Providers or information obtained through Our Products or a Linked Site, or Your reliance on any product or service obtained from a Third-Party or Linked Site. It is Your responsibility to evaluate the accuracy, completeness, functionality or usefulness of any opinion, advice, service or other content available from Third Parties through Our Products or obtained from a Linked Site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific opinion, advice, product, service, or other content. You may not use Third-Party content without that person or organization’s permission, or as otherwise allowed by law.
  • 3.12 The information, software, products, and descriptions of services published via Our Products or a Linked Site may include inaccuracies or typographical errors, and the Company specifically disclaims any liability for such inaccuracies or errors. The Company does not warrant or represent that the content delivered via Our Products is complete or up-to-date. The Company is under no obligation to update the content via Our Products. The Company may change the content delivered via Our Products at any time without notice and at Our sole discretion. The Company may make improvements or changes to Our Products at any time. The Company may also be compelled to make changes to Our Products pursuant to law or regulation, with or without notice.
  • 3.13 You agree that the Company, its affiliates, and any of their respective officers, directors, members, employees, or agents will not be liable, whether in contract, tort, strict liability, or otherwise, for any indirect, punitive, special, consequential, incidental, or indirect damages (including without limitation: lost profits, cost of procuring substitute service, cover, or lost opportunity) arising out of, or in connection with, the delay or inability to use Our Products or a Linked Site, even if the Company is made aware of the possibility of such damages. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect Your equipment, failure of mechanical or electronic equipment or communication lines, telephone or interconnectivity problems (e.g., You cannot access Your internet service provider), unauthorized access, theft, operator errors, strikes, or other labor problems or any other force majeure. The Company cannot and does not guarantee continuous, uninterrupted, or secure access to Our Products.
  • 3.14 It is Your exclusive obligation to maintain and control passwords and access to Your account. You are exclusively responsible for all activities that occur in connection with Your user name and password. You agree to immediately notify the Company of any unauthorized uses of Your user name and password or any other breaches of security. The Company will not be liable for any loss or damages of any kind, under any legal theory, caused by Your failure to comply with the foregoing security obligations or caused by any person to whom You grant access to Your account.