eVIPR Terms of Use

Effective: January 1, 2018

PAR, Inc. ("we," "us," "our," or "PAR") provides you with access to PAR's proprietary eVIPR system (via the website https://www.parnorthamerica.biz), and any related features, applications, documentation, products or services (collectively, the "Site") subject to these Terms of Use. By accessing or using the Site, you, as a representative of your company, agree to these Terms of Use on behalf of yourself and your company (hereinafter collectively "you" or "your"). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SITE.

We may from time to time modify or change these Terms of Use. Any revised version of these Terms of Use will be posted on our Site and the revised Terms of Use will govern your future use of the Site, so you should return to the Site periodically to review these Terms of Use. If you do not agree to the revised version, you must immediately stop using the Site.

1. ACCESS OR USE OF THE SITE

1.1 Use of the Site and certain Site Content requires you to be 18 years of age or older.

1.2 We may impose restrictions on your ability to establish an account or register for certain activities (e.g., age limits, limitations on the number of accounts, etc.). When registering an account, you will be provided a username ("ID") and password. You are responsible for keeping your ID and password, and other account information, confidential and are fully responsible for all activities that occur under your account, whether or not you authorized such activities. You agree to notify us immediately of any breach of security or unauthorized use of your account or ID and password.

1.3 You agree that you will comply with the following:

(a) You shall acquire, provide and maintain, as applicable and at your sole expense, licenses for all other software, hardware, equipment, connections, facilities, services and other supplies necessary for access and use of the Site;

(b) You shall be responsible for confirming the accuracy, quality, integrity, legality, reliability, and appropriateness of all data and information supplied or received by you when accessing or utilizing the Site;

(c) You shall use the Site solely for your internal business purposes as contemplated by our agreement and shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Site available to any third party, other than to any authorized users or as otherwise contemplated by our agreement.

2. LIMITATION, SUSPENSION OR TERMINATION

We may, in our sole discretion, temporarily or permanently change, limit, suspend or terminate your access to the Site (including any Site Content or User Content) without prior notice. We may do so based on changes to our business practices (e.g., eliminating a service, etc.), if you violate the letter and spirit of these Terms of Use, or for any other lawful reason. You agree that we are not liable to you or any third party for any such action. Any limitation, suspension or termination we impose shall not alter your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive any such action on our part shall survive.

3. ACCEPTABLE USE

3.1 The Site (including, without limitation, Site Content and User Content) are provided for your information and limited use. When using the Site, you agree to comply with these Terms of Use, and all applicable federal, state and local laws and regulations.

3.2 Except as expressly permitted by these Terms of Use, you shall not:

(a) use the Site in an unlawful or fraudulent manner or for such purposes, to collect personally identifiable information, or to impersonate other users;

(b) modify our copyright/trademark or other proprietary rights notices, or interfere with the security-related features of the Site (e.g., those that prevent or restrict copying Site Content);

(c) use the Site in any way to manipulate or distort, or undermine the integrity and accuracy of, Site Content, or take any action to interfere with, damage, disrupt any part of the Site;

(d) use the Site to send, knowingly receive, upload/post, download, any material which does not comply with our content standards;

(e) use the Site to transmit or facilitate the transmission of any unsolicited or unauthorized advertising or promotional material;

(f) use the Site to transfer information outside the United States or otherwise fail to comply with applicable import or export control laws;

(g) use the Site to transmit any data, or upload to the Site any data, that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

(h) decompile, reverse engineer or disassemble any portion of the Site;

(i) use any robot, spider, other automatic device or manual process to monitor or copy our web pages or the content contained the Site, or use network-monitoring software to determine architecture of or extract usage data from the Site; or

(j) engage in any conduct that restricts or inhibits any other user from using or enjoying the Site.

3.3 You agree to cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

3.4 In the event that you breach any term or condition of these Terms of Use, you agree to indemnify, defend and hold us and our affiliates and agents harmless from all losses, liabilities, demands, claims, damages and related costs and expenses arising from, relating to, or resulting from such breach.

4. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

4.1 The Site and its related content, documentation, software products and services and any derivative works or enhancements of the same (collectively, the "Site Content") and all intellectual property rights to the same are owned by us or our licensors. All trademarks, service marks, trade names and trade dress that may appear on the Site are owned by us or our licensors. Except for any limited use rights granted in these Terms of Use, you shall not acquire any right, title or interest in the Site or any Site Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

4.2 By virtue of these Terms of Use, the parties may have access to information that is confidential to one another. "Confidential Information" shall mean all information clearly identified by either party as confidential at the time of disclosure or deemed by its nature to be confidential. In addition, notwithstanding any failure to so identify, Confidential Information shall include (i) the terms and pricing under our agreement, (ii) information related to the Site, or related documentation; (iii) the data being transmitted through the Site, and (iv) all consumer non-public, personal information transmitted by or to a party. A party's Confidential information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) is lawfully disclosed to receiving party by a third party without an obligation of nondisclosure to the disclosing party; (c) is independently developed by the other party without reference to the Confidential Information; or (d) was already in the receiving party's possession prior to the time of disclosure.

4.3 During the term of our agreement, the parties are authorized to use the Confidential Information of the other party solely for the purposes of exercising their rights and performing their obligations hereunder and to disclose such Confidential Information to its employees and authorized representatives (and PAR's contractors with whom PAR has written agreements sufficient to satisfy its obligations under our agreement) on a need to know basis only or as otherwise expressly authorized herein. The parties agree to use the same care and discretion to avoid the unauthorized disclosure, publication or dissemination of the other party's Confidential Information received pursuant to these Terms of Use as it uses to protect its own confidential information of a similar nature (but in no event less than a reasonable standard of care). Each party's obligations of confidentiality hereunder for Confidential Information disclosed herein shall survive expiration or other termination of these Terms of Use.

4.4 To the extent the parties have already executed a non-disclosure agreement ("NDA") and/or have a master or similar services agreement ("Master Agreement") applying to the information shared hereunder and there is a conflict between terms in that NDA or Master Agreement and Sections 4.1-4.3 of these Terms of Use, the terms of the separate NDA or Master Agreement shall govern solely to the extent of such conflict.

4.5 You understand that PAR cannot guarantee the security of information when transmitted or accessible through or using the Internet, the Site or other third party communication providers. PAR shall not be liable or responsible to you or any other party for any losses, damages, claims, costs or other obligations arising out of or relating to any unauthorized access to, disclosure or use of such data or other Confidential Information while such information is transmitted or accessible through the Internet or the Site. Additionally, PAR shall have no responsibility or liability for any services performed by third party communication providers related to your use of the Site or any breach of confidentiality or security related thereto, and PAR shall not be responsible for any breach of security or confidentiality caused by your failure to maintain the confidentiality and control of your user identification numbers or passwords related to your use of the Site.

4.6 You understand that, in connection with the Site, PAR may aggregate and disclose information related to the performance by you and others, in general, regarding the Site, including, without limitation, response times for completion of services and service success rates, and you agree that such disclosure shall not be considered or otherwise deemed a breach of this Agreement provided that the information does not identify you or any individual.

5. USER CONTENT

5.1 We may now or in the future permit you to post, upload, transmit through or otherwise provide through the Site (collectively, "Submit") messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, and other content (collectively "User Content").

5.2 You agree not to Submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm or liability resulting from your User Content. Furthermore, you represent and warrant that your User Content:

(a) will comply with all applicable laws;

(b) will be truthful, non-misleading and non-deceptive;

(c) will not contain any material which is tortious (e.g., defames or invades the privacy of any person, etc.), obscene, offensive, hateful or inflammatory;

(d) will not promote sexually explicit material or violence, or promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(e) does not breach any legal duty you owe to a third party, such as a contractual duty or a duty of confidence;

(f) will not be threatening, abuse or invade another's privacy, or provided with an intent to harass, upset or embarrass any other person;

(g) will not be provided with an intent to impersonate any person, to misrepresent your identity or affiliation with any person, or to falsely give the impression that your User Content comes from someone else; or

(h) will not advocate, promote or assist any unlawful act.

5.3 We may monitor, edit or remove any User Content for violation of the letter or spirit of these terms, or for any other lawful reason. However, we have no obligation to look for, edit or remove any User Content for any reason including, without limitation, violation of these terms. You agree to only input or otherwise provide non-public personal information in appropriate, designated fields on the Site, and to never input or otherwise provide non-public personal information in free text or similar fields.

6. LIMITS ON OUR LIABILITY

6.1 UNDER NO CIRCUMSTANCES SHALL PAR OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, AFFILIATES, SUBSIDIARIES OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF PAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. THIS LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS, INFORMATION, ADVICE, INFORMATION OR ADVERTISING RECEIVED THROUGH OR IN CONNECTION WITH THE SITE OR ANY LINKS PROVIDED VIA EITHER. THE LIMITATIONS PROVIDED IN THIS SECTION 6 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

6.2 REGARDLESS OF ANY INFORMATION YOU HAVE RECEIVED TO THE CONTRARY, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY OR THAT OF OUR OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES AND THEIR RELATED COMPANIES EXCEED THE AGGREGATE AMOUNT OF THE CHARGES AND FEES PAID BY YOU TO PAR PURSUANT TO OUR AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION ACCRUED. MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITATIONS. YOU AGREE THAT THIS IS A FAIR LIMITATION BASED UPON THE MANNER AND COST BY WHICH THE SITE IS PROVIDED TO YOU, AND TAKING INTO ACCOUNT YOUR ABILITY TO USE ALTERNATIVE RESOURCES PROVIDING SERVICES SIMILAR TO THAT OF THE SITE. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN ANY WAY CONNECTED WITH THE SITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. CAUSES OF ACTION BROUGHT OUTSIDE THIS TIME PERIOD ARE WAIVED.

6.3 You agree that PAR shall have no liability whatsoever, actual or otherwise, to you based on any of the following: (i) any delay, interruption in use of, failure in or breakdown of the Site or errors or defects in transmission occurring in the course of the use of the Site; (ii) any unlawful or unauthorized use of the Site; (iii) any loss of or damage to your records or information; (iv) any claims based on services provided by a third party communication services provider in connection with our agreement or the Site; or (v) any claim resulting from the termination of the Site.

7. DISCLAIMER OF WARRANTIES

TO THE FULL EXTENT PERMITTED BY LAW, THE SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY PAR ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ARE NOT WARRANTED TO BE, AMONG OTHER THINGS, FREE OF COMPUTER VIRUSES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK. PAR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON ITS SITE OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ITS SERVICES. THE LIMITATIONS PROVIDED IN THIS SECTION 7 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

8. MISCELLANEOUS

8.1 We may update the Site to provide better options and features, or for other reasons. In certain instances it may be necessary to update or modify our Terms of Use. We also may, in some instances, need to provide you with separate agreements or additional terms or licenses that govern your use of parts of the Site ("Additional Terms"). Accordingly, you agree that we may at any time provide you with Additional Terms, or update or modify these Terms of Use, as appropriate or necessary.

8.2 Modifications to these Terms of Use or any Additional Terms will be effective upon: (a) notice, either by posting on the Site or by email notification; and (b) your subsequent use of the Site. It is your responsibility to review the Terms of Use and the Site from time to time for any changes or Additional Terms. Your access and continued use of the Site following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any revision to the Terms of Use or to any Additional Terms, immediately discontinue use of the Site.

8.3 This Agreement will be construed, interpreted and applied in accordance with the laws of the State of Indiana and applicable federal law, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the Circuit and Superior Courts of Marion County, Indiana and the federal courts of the United States, sitting in Indiana, and the parties hereby irrevocably consent to personal jurisdiction and venue therein.

8.4 Except where specifically stated otherwise, if any part of these Terms of Use are deemed unlawful or unenforceable for any reason, we both agree that only that part of these Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected and shall remain in force and effect. No waiver by either of us of any breach or default under these Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in these Terms of Use are for convenience only and shall not be given any legal import. These Terms of Use constitute the entire agreement, and supersede all previous written or oral agreements, between you and PAR in connection with the Site.