POS App Terms & Conditions

These Terms and Conditions govern your use of the Point of Sales Application “tabtap Shop”, outlined below. When you (“Partner”) create your account for the Point of Sales Application (“Effective Date”), you agree with the following Terms and you may not use the Service if you do not accept the Terms:

1. SERVICES

The Services consist in: (i) sales tracking; (ii) inventory management; (iii) shopping lists, (iv) financial analysis, (v) survey interface and (vi) access to the dashboard via mobile phone application. In particular, Groots uses sales transaction information, stock data and product price information at individual and across multiple shops to calculate indices of certain products. Groots will analyse your shop’s data and feed results back to you in order to help you run an accounting system for your shop.
1. Subject to Partner’s compliance with these terms and conditions, Groots will provide to Partner, and hereby grants to Partner a non-transferable, non-sublicensable, non-exclusive, limited license and right to access and use the Point of Sales Application for the Services. Partner may not change or modify the Point of Sales Application in any way. Nothing herein grants Partner any rights to rent, resell, or remarket the Point of Sales Application and/or the Services, or to provide access to the Services to, or use the Services to perform any services for, any third party.
2. Partner shall ensure that its employees (“Users”) shall comply with Partner’s obligations under this Agreement. Users must be at least 16 years old. A breach by any User of Partner’s obligations under this Agreement shall constitute a breach by Partner. At Groots’ request, Partner will promptly terminate a User’s access to the Point of Sales Application and/or the Services if Groots reasonably believes that such individual is in breach or is otherwise misusing or abusing the Point of Sales Application and/or the Services. Groots reserves the right to immediately suspend or terminate any part or portion of the Services if it reasonably believes that Partner or any User is misusing or abusing the Point of Sales Application and/or the Services or is otherwise in breach of this Agreement. Nothing in this Section 1.3 imposes on Groots any obligation to supervise or monitor use of the Point of Sales Application.
3. Partner will not use the Services in any way that (i) violates any law or regulation, (ii) infringes or violates the rights of others, including third party Intellectual Property Rights, privacy, and publicity rights, or (iii) interferes with other users of Groots’ services.
4. Partner shall not, and shall not permit any person or entity to: (i) alter, enhance, or make derivative works of the Services; (ii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from, the Services or the Point of Sales Application; (iii) use, or allow the use of, the Point of Sales Application and/or the Services for any unfair or deceptive practices or in contravention of any federal, state, local, foreign, or other applicable law, or rules and regulations of regulatory or administrative organizations; (iv) introduce in or to the Point of Sales Application any virus, or implement a denial of service attack, or introduce or implement any other code or routine which results in disruption or damage to the Services, or alters, damages, or deletes any data or retrieves or records information about the Services or its uses; or (v) act in a fraudulent, tortious, malicious, or negligent manner when using the Point of Sales Application and/or the Services. Partner will promptly notify Groots of any third-party complaints regarding Partner’s use of the Services.
5. Groots will provide Partner with instructions, analysis, and other reasonable assistance in connection with Partner’s implementation and use of the Point of Sales Application via telephone and email support from 9am to 6pm PST seven days a week, at no additional charge.
6. Partner acknowledges that certain Services require Partner to provide data and information to Groots (“User Data” and/or “Partner Data”) for the Service in accordance with Groots’ documentation and instructions, and Groots’ obligations hereunder are contingent on Partner’s lawful provision of such data. Partner covenants that it will only supply Groots with data that Partner has the right to supply for the purposes of the Point of Sales Application and Services.
7. Groots shall use User Data and/or Partner Data in accordance with what provided and described in Groots Products and Services Privacy Policy available at the following link: https://tabtap.shop/products-privacy-policy/
PAYMENT
1. The Point of Sales Application is offered free of charge. The usage of the Point of Sales Application is conditional to Partners answering questions within the survey component of the Points of Sales Application. In certain cases, Partners are required to ask their customers to fill out Groots’ surveys as described under Cl. 1.7 above and in Groots Products and Services Privacy Policy.
OWNERSHIP
1. “Intellectual Property Rights” means any patent, patent application, copyright, moral right, trade name, trademark, service mark, trade secret, and any applications or right to apply for registration therefore, computer software programs or applications, tangible or intangible proprietary information, or any other intellectual property right, in any media, whether registered or unregistered, and whether first made or created before or after the Effective Date.
2. The Point of Sales Application and the associated Services, including all Intellectual Property Rights thereto and the structure, data, organization, and code used in conjunction with the Point of Sales Application and the Services are proprietary to Groots. Partner shall not copy, sell, modify, enhance, transfer, publish, disclose, display, or otherwise make available the Point of Sales Application and/or Services to any third party.
3. Partner shall immediately inform Groots of (a) any claim or proceeding involving the Point of Sales Application and/or the Services that comes to its attention; and (b) any facts it becomes aware of indicating that any person is infringing any Intellectual Property Rights of Groots or is engaging in unauthorized use, distribution or exploitation of any Services.
WARRANTY DISCLAIMER
1. OTHER THAN AS SET FORTH HEREIN, GROOTS MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND GUARANTIES, WHETHER ORAL OR WRITTEN, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES OR ANY COMPONENTS THEREOF, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. GROOTS DOES NOT WARRANT OR REPRESENT THAT THE SERVICE OR ACCESS TO THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE. OPERATION OF THE SERVICES MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF GROOTS CONTROL.
LIMITATION OF LIABILITY
1. OTHER THAN LIABILITIES ARISING OUT OF SECTION 7 (INDEMNIFICATION), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT (INCLUDING LOSS OF PROFITS OR COST OF PROCUREMENT OF SUBSTITUTES), INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, OR RELATING TO, THIS AGREEMENT, HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT, WARRANTY, OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. GROOTS WILL NOT BE LIABLE FOR ANY PROPERTY DAMAGE CAUSED BY THE USE OF THE POINT OF SALES APPLICATION AND/OR THE SERVICES, REPORTS PRODUCED THROUGH USE OF THE SERVICES, OR BY ANY ERRORS, DELAYS, OR FAILURES OF THE SERVICE OR INTERRUPTIONS IN THE TRANSMISSION OF THE SERVICES.
TERM AND TERMINATION
1. This Agreement shall have an initial term (“Initial Term”) that commences on the Effective Date and expires after 24 months from the last usage of the Point of Sales Application. Each party may terminate this Agreement upon thirty (30) days prior written notice to the other party if the other party materially breaches this Agreement and fails to correct the breach within such thirty (30) day period. Groots may terminate this Agreement at any time for convenience.
2. Groots shall not be liable for failure or delay in the performance of a required obligation if such failure or delay is caused by any reason where failure to perform is beyond the reasonable control of and is not caused by the negligence of Groots (“Force Majeure”), provided that Groots gives prompt written notice of such condition and resumes its performance as soon as possible.
3. Termination will be in addition to and not in lieu of any equitable remedies available to Groots.
INDEMNIFICATION
1. Partner (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the Groots and its subsidiaries and other affiliates, and its directors, officers, employees, contractors, equity holders, agents, representatives, successors, clients and assigns to the fullest extent of applicable law, from and against any and all third party claims, demands, suits, actions, causes of action, damages, losses, liabilities, obligations, interest, penalties, costs (including court costs and costs of settlement) and expenses (including reasonable outside attorneys’ fees and expenses) (“Losses”) incurred by Groots or resulting from or otherwise in connection with a breach by the Indemnifying Party of this Agreement.
GENERAL
1. This Agreement shall be governed by the laws of Germany without regard to its principles or provisions regarding conflicts of law.
2. Partner may not assign or transfer this Agreement in whole or in part to any third party.
3. All notices and other legal communications permitted or required to be given under this Agreement shall be deemed to have been duly given if such notice of communication is in writing and sent by personal delivery or by reputable overnight courier (such as Federal Express), postage or costs of delivery prepaid (“Notice Delivery”), to Groots at the following address: Groots Consulting UG, Danziger Strasse 64, 10435 Berlin.
4. This Agreement is the complete statement of the entire agreement between the parties, and this Agreement supersedes all prior proposals, understandings, and arrangements, oral or written, between the parties relating to the subject matter of this Agreement.