TERMS & CONDITIONS OF SERVICE
PRESENTED WORLD TAVERN ENTERTAINMENT, LLC
BarShift will provide you with use of the Service, including a browser interface and data, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the BarShift website incorporated by reference herein, including but not limited to BarShift's privacy policies.
1. Definitions and Interpretation
The following are the standard terms and conditions under which BarShift ("the Company") supplies Services. These Terms and Conditions shall, unless otherwise expressly stated in writing, apply to the subject matter of any agreement in respect thereof.
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
- "Agreement" - means any agreements entered into between the Company and a Customer to which these standard Terms and Conditions apply;
- "Customer" - means the individual, business, or other organization with whom the Company contracts;
- "Supplier" - means any supplier of Products or Services to the Company;
- "Products" - means computer software and associated software as a service that may be supplied by the Company; and
- "Services" - means any service supplied by the Company.
1.2 Any reference to a day or days refers to business days, which does not include a weekend or public or bank holiday in the United States.
1.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2. Privacy & Security
BarShift's privacy and security policies may be viewed at: www.barshift.com BarShift reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.
3. License Grant & Restrictions
BarShift 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 BarShift and its licensors.
You may not access the Service if you are a direct competitor of BarShift, except with BarShift'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 or the Content; (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 material, including material harmful to children or in violation 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.
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 BarShift immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to BarShift 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 BarShift user or provide false identity information to gain access to or use the Service.
5. Account Information and Data
BarShift does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not BarShift, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and BarShift shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. BarShift reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and BarShift shall have no obligation to maintain or forward any Customer Data.
6. Intellectual Property Ownership
BarShift alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the BarShift Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the BarShift Technology or the Intellectual Property Rights owned by BarShift. The BarShift name, the The BarShift logo, and the product names associated with the Service are trademarks of BarShift or third parties, and no right or license is granted to use them.
You should assume that everything you see or read on the Site is proprietary information protected by copyright or trademark unless otherwise noted, and may not be used except as provided in this Agreement or with the written permission of BarShift. Nothing posted on this Site grants a license to any BarShift trademarks, copyrights or other intellectual property rights, whether by implication, estoppel or otherwise.
7. Third Party Trademarks
Trademarks displayed on this Site not owned by BarShift are the property of their respective owners, who may or may not be affiliated with BarShift. Nothing contained on this Site should be construed as granting any license or right to use any third party trademarks without the written permission of such third party that may own the trademarks. Your use of the trademarks, or any other content on the Site, except as provided herein, is strictly prohibited. We ask that you respect these rights.
8. Charges and Payment of Fees
Charges are monthly. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments for the service must be made immediately upon receipt of a Request for Payment electronically or as indicated in the applicable service contract between you and BarShift. All payment obligations are non-cancellable and all amounts paid are non-refundable. You are responsible for paying for all User Accounts you have created. BarShift reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
9. Billing and Renewal
BarShift charges and collects monthly for use of the Service. BarShift will automatically issue an invoice for each month upon receipt of payment. Fees for other services will be charged on an as-quoted basis. BarShift's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. You agree to provide BarShift with complete and accurate billing and contact information. This information includes your legal name or company name, street address, and e-mail address.
10. Non-Payment and Suspension
In addition to any other rights granted to BarShift herein, BarShift reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent invoices are subject to interest of 10.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or BarShift 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.
BarShift 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 BarShift has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
11. Termination upon Expiration
This Agreement commences on the Effective Date. The Initial Term shall be on a month-to-month basis or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay for the Service by completing the registration form. Upon the expiration of the Initial Term, this Agreement will automatically renew on a month-to-month basis or as otherwise mutually agreed upon in writing, at BarShift's then current fees. Either party may terminate this Agreement, by notifying the other party in writing at least 30 days prior to the date of the requested termination; provided, however, fees already paid for a given month shall not be refunded and Users in arrears are required to pay any outstanding balance owed to the company even after termination of this Agreement.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the BarShift Technology or Service will be deemed a material breach of this Agreement. BarShift, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that BarShift has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
13. Representations & Warranties
BarShift cannot guarantee that the Site or its content is error free and BarShift makes no representations about the technical accuracy or functionality of the Site or that the Content is accurate, error free or up to date.
THIS SITE IS PROVIDED BY BARSHIFT ON AN "AS IS" AND "AS AVAILABLE" BASIS. BARSHIFT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR INTELLECTUAL PROPERTY. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. BARSHIFT DOES NOT WARRANT THAT THE INFORMATION IN THIS SITE IS ACCURATE, RELIABLE, UP TO DATE OR CORRECT, THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND BARSHIFT MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT BARSHIFT, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. BARSHIFT MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
You agree to indemnify and hold BarShift, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that BarShift (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release BarShift of all liability and such settlement does not affect BarShift's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
15. Disclaimer of Warranties
BARSHIFT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. BARSHIFT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BARSHIFT AND ITS LICENSORS.
16. Internet Delays
BARSHIFT'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BARSHIFT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
NEITHER BARSHIFT, ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE IS LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF, THE SITE OR THE OPERATION OF THE SITE OR FAILURE OF THE SITE TO OPERATE. IN NO EVENT SHALL BARSHIFT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, DAMAGES OR ANY DAMAGES WHATSOEVER, EVEN IF BARSHIFT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS AND MATERIALS AVAILABLE FROM THIS SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOUR ACCEPTANCE OF THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM OF THIS AGREEMENT AND THE PARTIES ACKNOWLEDGE THAT BARSHIFT WOULD NOT GRANT ACCESS TO THE SITE WITHOUT YOUR AGREEMENT TO THIS TERM.
18. Proper Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of North Carolina. Any dispute concerning it or its interpretation shall be adjudicated in that Jurisdiction.
BarShift may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in BarShift's account information, or by written communication sent by first class mail or pre-paid post to your address on record in BarShift's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to BarShift (such notice shall be deemed given when received by BarShift) at any time by any of the following: certified message from your BarShift user account to info@BiggerCrowds.com or a letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to WORLD TAVERN FRANCHISE CORPORATION.
5607 NC-55, DURHAM,
NORTH CAROLINA 27713.
5607 NC-55, DURHAM,
NORTH CAROLINA 27713.
20. Modification to Terms
BarShift 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.
21. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of BarShift. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of BarShift directly or indirectly owning or controlling 50% or more of you shall entitle BarShift to terminate this Agreement for cause immediately upon written notice.
Thank you for using the BarShift Services. If you have any questions or comments, please contact us at info@BiggerCrowds.com.
Last Modified: October 31, 2015