CellarStone Terms of Use

Easy-Commission Web site, Product and Services Terms and Conditions of Use.
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT USE THIS WEB SITE.

By clicking the "I ACCEPT" button in the order page, you agree to the following terms and conditions ("AGREEMENT") governing your use of CellarStone Inc’s (“COMPANY”) online and offline services, including Easy-commission.com, MaxBlox.Com and other web sites ("SERVICE"). You vouch that you have the authority represent the entity that you are signing up for the service. If you do not have such authority, or if you do not agree with these terms and conditions, you must click the “I DECLINE” button and cannot use the SERVICE. You vouch that you bind yourself and the legal entity that you are signing up, to these terms and conditions. The terms "YOU" or "YOUR" refers to you and the legal entity you are signing up.

The Company provides organizations and individuals with services to facilitate sales management including commissions processing, customer management, sales processing, and invoicing and payables management.

1. Services

The Services are provided subject to these Terms and Conditions of Use, as they may be amended by Company, and any guidelines, rules or operating policies that Company may establish and post from time to time, including without limitation Company's customer Privacy Policy, as linked from all email generated from Company or otherwise furnished to you (the "Policy"). By posting updated versions of the Agreement on the website, or otherwise providing notice to you, Company may modify the terms of the Agreement and may discontinue or revise any or all other aspects of the Services in its sole discretion. Except as otherwise provided in the Agreement, all such changes shall become effective upon the posting of the revised Agreement on the Product or at Company's website. The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Services. If you are using the Services in your capacity as an employee, you must have the ability to bind your employer by your use of the Product. You must complete the registration form on the Company sign up web page in order to use the Services. You shall provide true, accurate, current, and complete information about yourself as requested in the registration form.
The Service offers various applications and data services for customers’ use, including sales commission, order processing, payable processing, customer management, sales processing, marketing, market performance data such as compensation, customer, stock, sales leads, job offers, referrals, advertising, forums, calendar, emails, social networking and others.
The Service can be engaged in various editions with various specific service combinations: Editions include
- Regular Edition
- Economy Edition

2. License Grant & Restrictions

Company hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Company.

You may not access the Service if you are a direct competitor of Company, except with Company's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet "links" to the Service or "frame" or "mirror" any content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Free Trial; Fees and Payment

3.1. Fees.

For the Service, based on the edition signed up for, there maybe a monthly subscription fees in accordance with the fee schedule (the "Fee Schedule"). The fees are presented at the time of sign-up, and pricing can be changed at the company’s discretion. Though the company will take good faith attempts to notify you of fee changes, you are responsible for reviewing the Fee Schedule on the web site periodically. There may be additional value-add services that may be presented as monthly subscription or fees for services on a per-use basis.

3.2. Payment.

Payment for Services will be made by a valid credit card accepted by Company. Fees are payable in U.S. dollars. If the monthly payment option is selected or if you have previously provided your credit card for payment, you hereby authorize Company to charge your credit card for such amounts on a regular monthly basis beginning at the end of your free trial period. If Company is for any reason unable to effect automatic payment via your credit card, Company will attempt to notify you via email and your Company account will be disabled until payment is received. Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Company initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Company may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Company reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Company has no obligation to retain Your Data and that such Data may be irretrievably deleted if your account is 30 days or more delinquent.

4. Rights and Responsibilities

4.1. No Software Rights.

This is an Agreement for services and access to this web site, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Service; remove any proprietary notices or labels from the Service or any software, modify, translate, or create derivative works based on the Service or any software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or any software.

Unless you are an authorized reseller of the Service, you may not display, copy, reproduce, or distribute the software, any component thereof, any documentation provided in connection with the Service or the software, or any content, including but not limited to newsletters, distributed to you by Company in connection with the Services. Violation of these restrictions may result in the termination of this Agreement.

4.2. Data Rights.

This is an Agreement for services and access to this web site, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the. Any data (“DATA”) directly entered by You in to the Service shall be owned by You. Company shall own such Data in all compiled, aggregated and derived formats along with any modifications and enrichment data contributed by Company. In using the varied features of the Services, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to Company. Company may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Service, or communicate separately with you. Company may share your information with the marketing partner and the marketing partner may share related information with Company. Depending on the licensed edition You may presented with third party marketing as part of your use of the service.

4.3. Permitted Use.

The Services shall be used for your internal business purposes only, and you shall not use the Service for timesharing or service-bureau purposes or otherwise for the benefit of a third party. If you are using the Service in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software, then you hereby covenant that, prior to engaging in such activities, you will first request that Company perform such work at its standard professional services rates. Company can then decide either: (i) to perform the work in order to achieve such interoperability and charge its then standard rates for such work to you; or (ii) to permit you to reverse engineer parts of the software in order to obtain such source code, but only to the extent necessary to achieve such interoperability or (iii) provide you with the information that you need regarding the software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.

4.4. Your Responsibilities.

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Company immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Company immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Company user or provide false identity information to gain access to or use the Service.

You are responsible for maintaining the security of your account, passwords, and files. Company will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password on-line, by e-mail or by phone. Company has no knowledge of your organizational structure, if you are registering for the Services as an entity, or your personal relationships, if you are a person. Company shall not be responsible for the actions of any individuals who misuse or misappropriate your contact lists or other assets using your username and password.

4.5. Indemnification.

You hereby agree to defend, indemnify and hold harmless Company and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys' fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any messages you distribute using the Services or (iii) otherwise arises from or relates to your use of the Services. In addition, you acknowledge and agree that Company has the right to seek damages when you use the Services for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.

5. Termination

You may terminate this Agreement at any time by calling Company Customer Support. There are no refunds for any fees paid. Company may terminate this Agreement or the Services, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. Company shall have no liability to you or any third party because of such termination or action.

In the event this Agreement is terminated (other than by reason of your breach), Company will make available to you a file of the Your data within 60 days of termination if you so request at the time of termination. Company reserves the right to withhold, remove and/or discard Your data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Your Data immediately ceases, and Company shall have no obligation to maintain or forward any of Your data.

All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.

6. Warranty Disclaimer; Remedies

COMPANY'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for Company to use commercially reasonable efforts to adjust or repair the Services.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL COMPANY OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "COMPANY") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, COMPANY IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF COMPANY TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY COMPANY TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

8. Restricted Persons; Export of Services or Technical Data

8.1 Local Laws and Export Control.

This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Company and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

8.2 Restricted Person.

You hereby warrant that you are not a Restricted Person. For purposes of this Agreement, you are a Restricted Person if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the Services is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify Company within twenty-four (24) hours, and Company shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to Company.

You agree that you shall not utilize the Services to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Services, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

9. No Implied Endorsements

This web site may contain links to non-Company web sites. These links are provided to you as a convenience, and Company is not responsible for the content of any linked web site. Any non-Company web site accessed from this web site is independent from Company, and Company has no control over the content of that web site. In addition, a link to any non-Company web site does not imply that Company endorses or accepts any responsibility for the content or use of such web site.
In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by Company of that third party or of any product or service provided by a third party.

10. Miscellaneous

10.1
If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

10.2
Company and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.

10.3
In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

10.4
The Agreement shall be governed by the laws of the State of California, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in San Mateo County, California, USA.

10.5
You may from time to time provide Company's service personnel with remote access to your computers and other systems for the purpose of troubleshooting issues that arise in your use of the Services.

10.6 Modification of Terms.
Company reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

10.7. Assignment; Change in Control.
This Agreement may not be assigned by you without the prior written approval of Company but may be assigned without your consent by Company to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger.

11. Privacy & Security; Disclosure

Company's privacy and security policies can be viewed at our Privacy Policy page. Company reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.

12. Copyright and Trademark Information

Copyright, CellarStone, Inc. All rights reserved.
This web site, and the information which it contains, is the property of CellarStone, Inc., and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws.

Dianne
Dianne
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