Terms and Conditions

1. Provider Information

The Services are provided by BOSLA ERP LLC, a Delaware limited liability company with its registered office at 16192 Coastal Highway, Lewes, DE 19958, EIN: 38-4370463.

2. Definitions

• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
• "Authorized User" means an individual (including employees, contractors, or agents) authorized by the Client to use the Services and for whom a subscription has been purchased.
• "Confidential Information" means all non-public information disclosed by a Party to the other Party, whether orally or in writing, that is designated as confidential or strictly proprietary.
• "The Client Data" means all electronic data, content, and information submitted by The Client to the Services.
• "Order Form" means an ordering document or online subscription selection specifying the Services to be provided hereunder that is entered into between The Client and The Provider.
• "Services" means the cloud-based enterprise resource planning software and related applications provided by The Provider.
• "SaaS Services" means form of software services provided by the Provider.
• "Documentation" means the official user guides and technical documentation provided by The Provider.

3. Provider Services and Support

3.1 Provision of Services. The Provider shall make the Services available to The Client pursuant to these Terms and the applicable Order Forms/Subscription Plans.

3.2 Service Levels and Uptime. The Provider shall use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week. The Client acknowledges that while The Provider strives for maximum uptime, The Provider does not guarantee any specific level of uptime. Services may be unavailable due to: (i) planned downtime (with at least 24 hours electronic notice); or (ii) circumstances beyond The Provider's reasonable control.

3.3 Support. The Provider will provide standard technical support at no additional charge, and/or upgraded support if purchased separately as an Add-On.

3.4 Modifications. The Provider reserves the right to update, upgrade, or modify the Services at any time, provided such modifications do not materially degrade the overall functionality.

3.5 Trial and Beta Services. From time to time, The Provider may offer certain Services for free, or designate certain features as "beta," "pilot," or "evaluation" ("Beta Services"). The Client may elect to use Beta Services at its sole discretion. Beta Services are provided "AS IS," and The Provider makes no warranties of any kind with respect to Beta Services and shall have no liability to The Client or any third party for any harm or damage arising out of or in connection with a Beta Service. The Provider may discontinue Beta Services at any time without notice.

4. Use Restrictions and Responsibilities

4.1 Usage Restrictions. The Client shall not:

• (a) sell, resell, rent, lease, or license the Services;
• (b) use the Services to store or transmit infringing, libelous, or otherwise unlawful material;
• (c) store or transmit Malicious Code (viruses, worms, Trojan horses, etc.);
• (d) attempt to gain unauthorized access to the Services including SaaS or any of the Provider's related systems; or
• (e) reverse engineer the Services.

4.2 Client Responsibilities. The Client is responsible for: (a) the accuracy, quality, and legality of The Client Data; (b) using reasonable efforts to prevent unauthorized access to or use of the Services; and (c) all activities that occur under its User accounts.

5. Fees and Payment

5.1 Fees. The Client shall pay all fees specified in the online Order Forms or Subscription Plans selected. Fees are based on Services and subscriptions purchased, not actual usage. Payment obligations are non-cancelable and fees paid are non-refundable.

5.2 Invoicing and Plans.

• Monthly Plan (Plan 1): Fees are invoiced/charged monthly in advance.
• Annual Plan (Plan 2): Fees are invoiced/charged annually in advance.
• Add-Ons: Billed at the time of purchase.

5.3 Overdue Charges. If any invoiced amount is not received by the due date (30 days after invoice), charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

5.4 Taxes. The Provider's fees do not include taxes, levies, duties, or similar governmental assessments. The Client is responsible for paying all applicable Taxes.

5.5 Suspension for Non-Payment. If any amount remains unpaid for thirty (30) days, The Provider may suspend The Client's access to the Services. If suspended services remain unpaid for a further forty-five (45) days, The Provider may terminate this Agreement for cause and permanently delete The Client Data.

6. Proprietary Rights

6.1 Reservation of Rights. The Provider reserves all right, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to The Client other than as expressly set forth herein.

6.2 The Client Data. The Client exclusively owns all rights, title, and interest in and to all The Client Data. The Client grants The Provider a worldwide, limited-term license to host, copy, transmit, and display The Client Data strictly as necessary to provide the Services.

6.3 Feedback. The Client grants The Provider a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any feedback or suggestions provided regarding the Services.

7. Confidentiality

7.1 Protection. The Receiving Party shall use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care) and shall not use any Confidential Information for any purpose outside the scope of these Terms.

7.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information if compelled by law, provided they give the Disclosing Party prior notice (if legally permitted).

8. Data Protection and Privacy

8.1 Security. The Provider will maintain appropriate administrative, physical, and technical safeguards for the protection of The Client Data.

8.2 Compliance. The Provider shall comply with applicable laws relating to privacy and security, including GDPR and CCPA where applicable.

8.3 Data Processing Terms. The Client acts as the "Controller" and The Provider as the "Processor". The Provider shall Process Personal Data solely for the purpose of providing the Services.

• Incident Notification: The Provider shall notify The Client without undue delay (and within 72 hours) after becoming aware of any Data Incident.
• Sub-processors: The Client acknowledges that The Provider may engage third-party Sub-processors under written agreements with data protection obligations.
• CCPA: The Provider acts as a "Service Provider" and shall not "sell" or "share" Personal Data.

9. Warranties and Disclaimers

9.1 Warranty. The Provider warrants that the Services will be performed materially in accordance with the applicable Documentation.

9.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Indemnification

10.1 By The Provider. The Provider shall defend The Client against third-party claims alleging that the use of the Services infringes intellectual property rights, and shall indemnify The Client for damages finally awarded.

10.2 By The Client. The Client shall defend The Provider against third-party claims alleging that The Client Data or The Client's use of the Services violates this Agreement or applicable law.

11. Limitation of Liability

11.1 Cap on Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

11.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY FOR LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES.

12. Term and Termination

12.1 Term. These Terms commence on the date The Client first accepts them or orders Services (the "Effective Date") and continues until all subscriptions have expired or been terminated.

12.2 Renewal. Subscriptions automatically renew for periods equal to the expiring term (Monthly or Annual) unless either party gives notice of non-renewal at least thirty (30) days before the end of the term.

12.3 Termination for Cause. A party may terminate for cause upon 30 days written notice of a material breach if such breach remains uncured. Upon termination, The Client shall cease all use of the Services.

13. Governing Law and Dispute Resolution

13.1 Governing Law. These Terms shall be governed by and construed in accordance with the internal laws of the State of Delaware, USA, without regard to conflict of laws principles.

13.2 Dispute Resolution.

• Amicable Resolution: Parties must attempt to resolve disputes amicably for thirty (30) days following a written "Notice of Dispute" before commencing arbitration.
• Binding Arbitration: Unresolved disputes shall be resolved by binding arbitration under the UNCITRAL Rules.
• Seat: The seat shall be Wilmington, Delaware, USA.
• Arbitrators: The tribunal shall consist of three (3) arbitrators. If appointments fail, the American Arbitration Association (AAA) shall make the appointment.
• Language: English.
• Costs ("Loser Pays"): The unsuccessful Party shall bear the entire cost of the proceedings, including reasonable legal fees of the prevailing Party.

14. Changes to Terms

14.1 Modification. The Provider reserves the right to modify these Terms at any time. If a revision is material, The Provider will provide at least thirty (30) days' notice prior to the new terms taking effect. Notice may be provided via email to The Client's primary contact or through an in-app notification within the Services. By continuing to access or use the Services after those revisions become effective, The Client agrees to be bound by the revised Terms.

15. Export and Anti-Corruption

15.1 Export Control. The Services may be subject to U.S. export laws. The Client represents that it is not named on any U.S. government denied-party list and shall not permit Users to access the Service in a U.S.-embargoed country.

15.2 Anti-Corruption. The Client agrees it has not received or been offered any illegal bribe or kickback from The Provider's employees or agents.

16. General Provisions

16.1 Notices. Notices to The Provider shall be addressed to: BOSLA ERP LLC, 16192 Coastal Highway, Lewes, DE 19958, Attn: Legal Department. Notices are deemed given upon personal delivery, the second business day after mailing, or the first business day after emailing (except for termination/indemnification).

16.2 Third-Party Services. The Services may contain links to or integrate with third-party websites or services that are not owned or controlled by The Provider. The Provider has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. The Client acknowledges and agrees that The Provider shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

16.3 Assignment. The Client may not assign its rights without prior written consent (not to be unreasonably withheld). The Provider may assign these Terms in connection with a merger, acquisition, or sale of assets.

16.4 Entire Agreement. These Terms, including all Order Forms and online addendums, constitute the entire agreement between the Parties and supersede all prior agreements.

16.5 Severability. If any provision is held contrary to law, it shall be modified to accomplish the objectives of the original provision to the fullest extent permitted, and remaining provisions shall remain in effect.

16.6 Publicity. The Provider may use The Client's name and logo in marketing materials to identify The Client as a subscriber unless The Client opts out via written notice to the Legal Department at the address specified in Section 16.1 (Notices).

16.7 Audit Rights. The Provider reserves the right to audit The Client's use of the Services to ensure compliance. If underpayment is revealed, The Client must pay within 30 days.

16.8 DMCA. If The Client believes content on the Services infringes its copyright, The Client is encouraged to notify The Provider in accordance with the DMCA Policy.

16.9 Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms for causes beyond that party's reasonable control, including, but not limited to, acts of God, war, acts of terrorism, civil disturbances, pandemics, government regulation, labor disputes, or failure of utility service or transport or telecommunications network.