END USER LICENSE AGREEMENT
CompUFloor End User License Agreement for Mobile Applications
This End User License Agreement (EULA) for Mobile Applications, including without limitation, all attachments hereto (collectively, the “License”) applies to the applications listed below and any other applications (including without limitation bug fix, updates, upgrades, and general, limited and early access releases), that Aya Associates, Inc. (“AYA”) may make available in the future under these terms (each an “App” and collectively “Apps”):
- CompUFloor ERP for iPhone
- CompUFloor SMS for iPhone
Please read this License carefully. In particular, please note the following sections: a) Section 2 (“Privacy and Data Security”) of this License contains important provisions and disclosures regarding data security and privacy that may affect your data and/or your employer’s data (collectively the “Privacy Provisions”).
You represent that you are authorized to agree to and will comply with the following terms on behalf of the Customer, and references to “you” and “your” herein shall be deemed to refer to you as a duly authorized representative of the Customer. If you do not have such authority, are not an Authorized User, or do not agree to these terms (including without limitation the Privacy Provisions), you may not install or use the Apps, or if you have already downloaded any of the Apps, you must uninstall and delete all copies of the Apps from any stored device or location.
This License supplements and modifies certain terms of the SSA, solely with respect to use of the Apps. Your use of the Service through the Apps is governed by the SSA, and capitalized terms used but not defined in this License have the meanings given to them in the SSA. The terms in this License will apply to all Apps unless otherwise stated in this License.
Any software license agreement in effect between you and the Third Party Platform Provider governs the use of your mobile device, including without limitation, any smartphone, tablet or other device running on the Third Party Platform Provider’s operating system (collectively “Device”). Such Third Party Platform Provider may at any time and without notice restrict, suspend or terminate your use of the Apps or delete the Apps from the Device on which it is installed without any compensation or refund to you or Customer from such Third Party Platform Provider or AYA.
(a) Each App, as applicable, is licensed, not sold, to you for use under the terms of this License and the SSA. By downloading, installing or using any of the Apps, you agree to the terms of this License. AYA may update the terms that govern the Apps from time to time with an upgrade or with notice to you. The terms of the License will govern any upgrades provided by AYA that replace and/or supplement the Apps, unless such upgrade is accompanied by separate terms, in which case such separate terms will govern.
(b) This License is non-transferable and limits you to use of the Apps on any Device that you own or control or are authorized to use by Customer and as permitted by the Third Party Platform Provider (i.e., pursuant to any applicable terms and conditions, license terms and other Third Party Platform Provider requirements, as the case may be), herein, the “Usage Rules”.
(c) This License does not allow you to use the Apps on any Device that you do not own or control, and you may not distribute or make the Apps available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Apps. You may not copy (except as expressly permitted by this License and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Apps, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Apps). Any attempt to do so is a violation of the rights of AYA and its licensors. If you breach this restriction, you may be subject to prosecution and damages.
- PRIVACY AND DATA SECURITY.
(a) AYA will not collect, use or disclose your data except to the extent necessary to perform its obligations or exercise its rights under this License and the SSA, or as directed or otherwise permitted by Customer. By using any of the Apps, you consent to the collection, use and disclosure of your data as described herein or in the SSA.
(b) AYA may collect electronic data or information related to your use of the Apps, including user, technical and performance information about you, your locale, your Device and any peripherals (including without limitation model, screen size and connectivity), operating system, the Apps, App usage, and data and processing instructions submitted to an App or to the Service through an App, retrieved from the Service through an App or Device, or otherwise supplied as a result of App, Service or Device settings or instructions you have initiated or confirmed (collectively “Data”). AYA may use such Data to provide and improve upon the Service, Apps, related features and functionalities, future enhancements and customer support. AYA may also (i) analyze Data, combine Data with other data and create aggregated data for purposes consistent with this Section 2 (collectively “Aggregate Data”) and (ii) publish or distribute such Aggregate Data provided that your identity, or the identify of Customer, cannot be reasonably ascertained.
(d) User log-ins and passwords are for designated Authorized Users and may not be shared or used by anyone other than the designated Authorized User to whom the Authorized User log-in and password has been assigned. When you login to any of the Apps to access your Customer account on the Service, your Authorized User log-in and password will be made available to such Apps, as applicable. AYA will use your Authorized User log-in and password in the Apps to connect with Customer’s subscription to the Service; the Service is governed by the SSA in effect between AYA and Customer. You shall be responsible for the confidentiality and use of your Authorized User log-in and password. You are not permitted to share your Authorized User log-in or password with any other person or persons. You are responsible for all activities conducted under your Authorized User log-in.
(e) The Apps may store Data and data supplied by the Service, including personally identifiable information, locally on your Device and encrypted using industry standard security measures. You agree that Data may be owned and controlled by Customer. Accordingly, you also agree to take reasonable confidentiality and security measures and comply with all applicable laws and Customer policies, practices and procedures for using and securing your Device, the Apps and any related Data. In particular, you must create a security key (i.e., a pin, passcode, patterned screen lock, or the like) for your Device, which as a precaution you should change regularly. Anyone with access to your unlocked Device may be able to view, add or edit information within the Service, within an App or stored locally on your Device. An App may allow you to enable a “remember” password or login credential option or, may have such feature enabled as part of the App’s standard functionality. If enabled, your Service password or equivalent will be stored on your Device. If your Device is lost, stolen or your logon otherwise compromised, you must immediately report the incident to both AYA and your Company’s account administrator and change your Service password. Use of the Apps to access the Service requires Internet access and you understand and accept the risk of accessing and transmitting information over the Internet. By using any of the Apps, you and Customer accept full responsibility for any losses and/or damages that may result from that action, including without limitation any breach notification obligations, and agree not to hold AYA liable for any losses or damages resulting from such use or your failure to comply with this Section 2.
(f) Compliance Generally. The Apps are not HIPAA-compliant, nor have they been audited or certified against PCI Standards or other requirements for the protection of credit card data and government ID numbers. Unless otherwise expressly permitted in Section 2 (g), You may not use or customize the Apps in any manner that would require AYA, the Service, or the Apps to process personal healthcare, credit card, or government ID number data or otherwise comply with, satisfy or meet any related compliance requirements or standards.
- TERM AND TERMINATION.
This License is effective until terminated or until your access to or use of the Service is terminated (whichever is earlier). This License shall terminate immediately and automatically upon any termination of the Customer’s subscription to the Service, and upon such termination, the Customer, including you, shall cease all use of the Apps and delete or destroy all copies of the Apps in the Customer’s, and your, possession. The License is effective until terminated by you or AYA. Your rights under this License will terminate automatically without notice from AYA if you fail to comply with any term(s) of this License, or upon five (5) days prior written notice to you. Upon such termination, you shall cease all use of the Apps, and destroy all copies, full or partial, of the Apps. Termination of this License shall not entitle the Customer or you to any refund, credit, or other compensation from AYA.
- SERVICE LEVEL COMMITMENT.
Any service level commitment or warranty in effect between the Customer and AYA, as set forth in the SSA or otherwise, shall not apply to the Apps. AYA shall determine, in its sole discretion, the level of support it will provide for the Apps, and any such support shall be subject to change without notice.
- NO WARRANTY AND OTHER DISCLAIMERS.
AYA WILL NOT PROVIDE YOU WITH ANY INDEMNIFICATION FOR THE APP. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF ANY APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP AND ANY SERVICES PERFORMED OR PROVIDED BY THE APP ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AYA HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. AYA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE APP THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY, THE APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APP WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AYA OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE APP PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL AYA BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE APP, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF AYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
In no event shall AYA’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. AYA reserves the right to change, suspend, remove, or disable access to the Apps at any time without notice. In no event will AYA be liable for the removal of or disabling of access to the Apps. AYA may also impose limits on the use of or access to the Apps, in any case and without notice or liability.
- EXPORT COMPLIANCE.
You may not use or otherwise export or re-export the Apps except as authorized by United States law and the laws of the jurisdiction in which the Apps was obtained. In particular, but without limitation, the Apps may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using any of the Apps, you represent and warrant that (i) you are not located in any a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear missiles, or chemical or biological weapons.
The Apps and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States. Your use of the Apps may also be subject to other local, state, national, or international laws.
Title to and ownership of the Apps remains with AYA and its licensors, including but not limited to all copyrights, trademarks, and the “look and feel” of the Apps. Except for the limited rights set forth herein, you do not acquire any interest in the Apps by virtue of entering into this License.
- THIRD PARTY SOFTWARE/SERVICES.
(a) The Apps may be distributed with software governed by licenses from third parties (“Third Party Software” and “Third Party License”). Any Third Party Software is licensed to you subject to the terms and conditions of the corresponding Third Party License, notwithstanding anything to the contrary in this License and Customer must comply with all applicable Third Party Licenses when using the Apps. AYA makes no representation or warranty concerning Third Party Software and shall have no obligation or liability with respect to Third Party Software. More information on Third Party Licenses included in these Apps can be found either within the App (such as on the “About” page) or below in Attachment B.
(b) You may opt to use, enable or customize additional features that require use of third party services. In some instances, you may be subject to separate or additional third party terms, including without limitation privacy and security terms, governing access and use of such third party service. The third party service provider may update such terms from time to time with or without notice. If in the future, the third party discontinues, makes backward incompatible or otherwise ceases to make its technology available for interoperation with AYA on reasonable terms, AYA may cease providing this feature without entitling customer to a refund or credit. Further, AYA makes no representations or warranties, including for availability of the feature or with respect to your information, and disclaims all liability whatsoever related to this third party feature.
Aya Associates, Inc. Services Privacy Statement
In this Services Privacy Statement (“Statement”), Aya Associates, Inc. explains how Customer Data is collected, used, maintained, disclosed and transferred by us. As a data processor, we will process all Customer Data strictly on behalf of our customers in accordance with our contractual agreements with them and/or as required or permitted by law.
Customer Data is defined as personal information our customers and their end-users input or upload into the Services (“Customer Data”). It does not include data we collect from visitors to our Websites, nor data we collect about our customers or prospective customers, vendors, service providers, professional advisors, consultants and other third parties otherwise in the course of doing business; for example, to manage our customer’s accounts or communicate with them, or to engage our vendors. Our use of the term Services in this Statement has the same definition as in your applicable Services agreement with us (“Services”).
References in this Statement to “we,” “us” or “our” are references to Aya Associates, Inc. defined in your Services agreement with us. Statements referring to “you” or “your” are references to the customer for which we process Customer Data.
This Statement applies to Customer Data only.
COLLECTION PURPOSES, USE OF CUSTOMER DATA
Customer Data may be processed by us as a result of customer’s use of the Services when our customers, or their end-users, input or upload information into the Service. For example, customers who use our Enterprise Resource Planning tools may upload Customer Data about themselves or their employees for the purposes of their HR administration and planning.
We act as a data processor with respect to this Customer Data. The use of Customer Data will be limited to the following purposes:
- To provide and deliver the Services;
- To prevent or to address any service or technical problems;
- To respond to a customer’s request or instructions, or to provide customer service or support;
- For any other purpose as provided for in the Services Agreement between us and the customer, or as otherwise authorized by the customer;
- In accordance with or as may be required by law.
We only process Customer Data on behalf of our customers and in accordance with their instructions provided in the applicable Services agreement with us. Our customers are responsible as data controllers for ensuring (i) their end-users receive proper notice of customer’s privacy practices, and (ii) Customer Data is obtained in accordance with all applicable laws. Because the Customer Data is under the customer’s control, the customer is responsible for providing appropriate notice and choice to its end users regarding our processing of Customer Data on its behalf. If a customer’s end-user has any questions or concerns related to our handling of Customer Data, the end-user may contact us as described in the How to Contact Us section and we will work with the customer to address the concern.
DATA TRANSFERS TO THIRD PARTIES
We do not sell Customer Data to any third-parties; however, we may share Customer Data with third-parties as follows:
- Trusted agents, consultants and service providers to perform business related functions such as service providers that help support the Services.
Under certain circumstances, we may be required to disclose Customer Data in response to valid requests by public authorities, including to meet national security or law enforcement requirements.
We may disclose Customer Data if required to do so by law in order to (for example) respond to a subpoena or request from law enforcement, a court or a government agency, or in the good faith belief that such action is necessary (a) to comply with a legal obligation, (b) to protect or defend our rights, interests or property or that of third parties, (c) to prevent or investigate possible wrongdoing in connection with the site or our Services, (d) to act in urgent circumstances to protect the personal safety of users of the site, our Services or the public; or (e) to protect against legal liability.
Where it relates to Customer Data, we will attempt to refer any request for disclosure of personal information by public authorities, including those received for national security or law enforcement reasons, to the customer. We may, where legally obligated to do so, disclose personal information to law enforcement or other government authorities, in which case we will notify our customer of such a request (unless prohibited by law to do so).
We maintain reasonable and appropriate security measures to protect Customer Data from loss, misuse, and unauthorized access, disclosure, alteration, and destruction.
While we employ security measures to protect Customer Data in our Services, our customers, and their end users, should only access the Services within a secure environment and take appropriate steps to always ensure that login credentials and passwords are kept safe at all times. You should notify us as soon as possible if you become aware of any misuse of your password or your account, and immediately change your password within the Services.
Customer Data may be stored and processed in any country where we have facilities or in which we engage service providers, such as the United States, including countries outside of the country where you are located which may have different data protection rules than those of your country.
We retain Customer Data and any other data collected through the Services in accordance with the timeframes set out in the relevant Services Agreements with our customers.
We reserve the right to change, modify, add or remove portions of this Statement from time to time and in our sole discretion, but will alert you that changes have been made by indicating on this Statement the date it was last updated. When you visit this site, you are accepting the current version of this Statement as posted on the site at that time. We recommend that users revisit this Statement on occasion to learn of any changes.
CompUFloor Acceptable Use Policy for Mobile Applications
This Acceptable Use Policy (AUP) for Mobile Applications, applies to the applications listed below and any other applications (including without limitation; bug fixes, updates, upgrades, and general, limited and early access releases), that Aya Associates, Inc. (“AYA”) may make available in the future under these terms (each an “App” and collectively “Apps”):
- CompUFloor ERP for iPhone
- CompUFloor SMS for iPhone
Disruption of the Service.
You may not:
- Access, tamper with, or use non-public areas of the Service, AYA’s computer systems, or the technical delivery systems of AYA’s providers;
- Probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
- Access or search the Service by any means other than AYA’s publicly supported interfaces;
- Attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time);
- Interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.
Misuse of the Service.
You may not utilize the Service to carry out, promote or support:
- Any unlawful or fraudulent activities;
- The impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
- Activities that are defamatory, libelous or threatening, constitute hate speech, harassment, or stalking;
- The publishing or posting other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
- The sending unsolicited communications, promotions advertisements, or spam;
- The publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer; or
- Promotion or advertisement of products or services other than your own without appropriate authorization.
Content Standards Within the Service.
You may not post any Content on the Service that:
- Violates of any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;
- Is deceptive, fraudulent, illegal, obscene, pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited children), defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking;
- Contains viruses, bots, worms, or similar harmful materials; or
- Contains any information that you do not have a right to make available under law or any contractual or fiduciary duty.
Violations of this Acceptable Use Policy.
- In addition to any other remedies that may be available to us, AYA reserves the right to immediately suspend or terminate your account or your access to the Service upon notice and without liability for AYA should you fail to abide by this Acceptable Use Policy.
- If you are a user of the Service under your employer or organization’s account, AYA reserves the right to notify your employer or organization of any violations of this Acceptable Use Policy.
- AYA may amend or modify this Acceptable Use Policy from time to time in its sole and reasonable discretion. We will post any such changes on our website. If you object to any such change(s), your sole recourse shall be to cease using the Service.
- Continued use of the Service following notice of any such changes shall constitute your acknowledgement and acceptance of such changes.