Privacy Policy

Version Date: 4.14

GENERAL

Shop Express, LLC, ("Company" or "we" or "us" or "our") respects the privacy of its users ("user" or "you") using our website located at www.BikeShopExpress.com, including other media forms and media channels related or connected thereto (collectively, the "Website") to manage email marketing and related campaigns or simply to view the Website. The following Company privacy policy ("Privacy Policy") is designed to inform you, as a user of the Website, about the types of information that Company may gather about or collect from you in connection with your use of the Website. It also is intended to explain the conditions under which Company uses and discloses that information, and your rights in relation to that information. Changes to this Privacy Policy are discussed at the end of this document. Each time you use the Website, however, the current version of this Privacy Policy will apply. Accordingly, each time you use the Website you should check the date of this Privacy Policy (which appears at the beginning of this document) and review any changes since the last time you used the Website.

Our Website is hosted in the United States of America and is subject to U.S. state and federal law. If you are accessing our Website from other jurisdictions, please be advised that you are transferring your personal information to us in the United States, and by using our Website, you consent to that transfer and use of your personal information in accordance with this Privacy Policy. You also agree to abide by the applicable laws of applicable states and U.S. federal law concerning your use of the Website and your agreements with us. Any persons accessing our Website from any jurisdiction with laws or regulations governing the use of the Internet, including personal data collection, use and disclosure different from those of the jurisdictions mentioned above may only use the Website in a manner lawful in their jurisdiction. If your use of our Website would be unlawful in your jurisdiction, please do not use the Website.

BY USING OR ACCESSING THE WEBSITE, YOU ARE ACCEPTING THE PRACTICES DESCRIBED IN THIS PRIVACY POLICY.

CHILDREN

The Children's Online Privacy Protection Act ("COPPA") protects the online privacy of children under 13 years of age. We do not knowingly collect or maintain personal information from anyone under the age of 13, unless or except as permitted by law. Any person who provides personal information through the Website represents to us that he or she is 13 years of age or older. If we learn that personal information has been collected from a user under 13 years of age on or through the Website, then we will take the appropriate steps to cause this information to be deleted. If you are the parent or legal guardian of a child under 13 who has become a member of the Website or has otherwise transferred personal information to the Website, please contact Company using our contact information below to have that child's account terminated and information deleted.

GATHERING, USE AND DISCLOSURE OF NON-PERSONALLY-IDENTIFYING INFORMATION

Users of the Website Generally

"Non-Personally-Identifying Information" is information that, without the aid of additional information, cannot be directly associated with a specific person. "Personally-Identifying Information," by contrast, is information such as a name or email address that, without more, can be directly associated with a specific person. Like most website operators, Company gathers from users of the Website Non-Personally-Identifying Information of the sort that Web browsers, depending on their settings, may make available. That information includes the user's Internet Protocol (IP) address, operating system and browser type, and the locations of the Web pages the user views right before arriving at, while navigating and immediately after leaving the Website. Company analyzes Non-Personally-Identifying Information gathered from users of the Website to help Company better understand how the Website is being used. By identifying patterns and trends in usage, Company is able to better design the Website to improve users' experiences, both in terms of content and ease of use. From time to time, Company may also release the Non-Personally-Identifying Information gathered from Website users in the aggregate, such as by publishing a report on trends in the usage of the Website.

Web Cookies

A "Web Cookie" is a string of information which assigns you a unique identification that a website stores on a user's computer, and that the user's browser provides to the website each time the user submits a query to the site. We use cookies on the Website to keep track of services you have used, to record registration information regarding your login name and password, to record your user preferences, to keep you logged into the Website, and to facilitate purchase procedures. Company also uses Web Cookies to track the pages that users visit during each Website session, both to help Company improve users' experiences and to help Company understand how the Website is being used. As with other Non-Personally-Identifying Information gathered from users of the Website, Company analyzes and discloses in aggregated form information gathered using Web Cookies, so as to help Company, its partners and others better understand how the Website is being used. Company does not attempt to link information gathered using Web Cookies to Personally-Identifying Information. COMPANY USERS WHO DO NOT WISH TO HAVE WEB COOKIES PLACED ON THEIR COMPUTERS SHOULD SET THEIR BROWSERS TO REFUSE WEB COOKIES BEFORE ACCESSING THE WEBSITE, WITH THE UNDERSTANDING THAT CERTAIN FEATURES OF THE WEBSITE MAY NOT FUNCTION PROPERLY WITHOUT THE AID OF WEB COOKIES. WEBSITE USERS WHO REFUSE WEB COOKIES ASSUME ALL RESPONSIBILITY FOR ANY RESULTING LOSS OF FUNCTIONALITY.

Third Party Advertisers

We use third-party advertising companies to serve ads when you visit the Website. These companies may use information (not including any Personally-Identifying Information) about your visits to this and other websites that are contained in Web Cookies in order to provide advertisements about goods and services of interest to you. Using a tool created by the Network Advertising Initiative, you can opt out of several third party ad servers' and networks' Web Cookies simultaneously. If you would like more information about this practice and to know your choices about not having this information used by these companies, please follow the following link: http://networkadvertising.org/managing/opt_out.asp. Please contact us if you would like to know the identity of the third-party advertising companies we are currently using to serve ads.

We allow advertisers to choose the characteristics of users who will see their advertisements and we may use any of the non-personally identifiable attributes we have collected (including information you may have decided not to show to other users, such as your birth year or other sensitive personal information or preferences) to select the appropriate audience for those advertisements. We do not identify you to the advertiser.

Web Beacons

A "Web Beacon" is an object that is embedded in a web page that is usually invisible to the user and allows website operators to check whether a user has viewed a particular web page or an email. Company may use Web Beacons on the Website and in emails to count users who have visited particular pages, viewed emails, and to deliver co-branded services. Web Beacons are not used to access users' Personally-Identifying Information; they are a technique Company may use to compile aggregated statistics about Website usage. Web Beacons collect only a limited set of information including a Web Cookie number, time and date of a page or email view, and a description of the page or email on which the Web Beacon resides. You may not decline Web Beacons, however, they can be rendered ineffective by declining all Web Cookies or modifying your browser setting to notify you each time a Web Cookie is tendered and permit you to accept or decline Web Cookies on an individual basis.

Aggregated and Non-Personally-Identifying Information

We may share aggregated and Non-Personally Identifying Information we collect under any of the above circumstances. We may also share it with third parties and our affiliate companies to develop and deliver targeted advertising on our Website and on websites of third parties. We may combine Non-Personally Identifying Information we collect with additional Non-Personally Identifying Information collected from other sources. We also may share aggregated information with third parties, including advisors, advertisers and investors, for the purpose of conducting general business analysis. For example, we may tell our advertisers the number of visitors to our Website and the most popular features or services accessed. This information does not contain any Personally-Identifying Information and may be used to develop website content and services that we hope you and other users will find of interest and to target content and advertising.

COLLECTION, USE AND DISCLOSURE OF PERSONALLY-IDENTIFYING INFORMATION

Website Registration

As defined above, Personally-Identifying Information is information that can be directly associated with a specific person. Company collects a range of Personally-Identifying Information from and about Website users. Much of the Personally-Identifying Information collected by Company about users is information provided by users themselves at the time they register to open an account. That information may include each user's name, address, email address, and telephone number, and, if you transact business with us, financial information such as your payment method (valid credit card number, type, expiration date or other financial information). We also may request information about your interests and activities, your gender, age, date of birth, username, hometown and other demographic information, and other relevant information as determined by Company from time to time. Users of the Website are under no obligation to provide Company with Personally-Identifying Information of any kind, with the caveat that a user's refusal to do so may prevent the user from using certain Website features.

BY REGISTERING WITH OR USING THE WEBSITE, YOU CONSENT TO THE USE AND DISCLOSURE OF YOUR PERSONALLY IDENTIFYING INFORMATION AS DESCRIBED IN THIS "COLLECTION, USE AND DISCLOSURE OF PERSONALLY-IDENTIFYING INFORMATION" SECTION.

Company Communications

We may occasionally use your name and email address to send you notifications regarding new services offered by the Website that we think you may find valuable. We may also send you service-related announcements from time to time through the general operation of the service. Generally, you may opt out of such emails at the time of registration or through your account settings, though we reserve the right to send you notices about your account even if you opt out of all voluntary email notifications.

Company Disclosures

Company will disclose Personally-Identifying Information under the following circumstances:

  • By Law or to Protect Rights. When we believe disclosure is appropriate in connection with efforts to investigate, prevent, or take other action regarding illegal activity, suspected fraud or other wrongdoing; to protect and defend the rights, property or safety of our Company, our users, our employees, or others; to comply with applicable law or cooperate with law enforcement; or to enforce our Terms of Use or other agreements or policies, in response to a subpoena or similar investigative demand, a court order, or a request for cooperation from a law enforcement or other government agency; to establish or exercise our legal rights; to defend against legal claims; or as otherwise required by law. In such cases, we may raise or waive any legal objection or right available to us.
  • Marketing Communications. Unless users opt-out from receiving Company marketing materials upon registration, Company will email users about products and services that Company believes may be of interest to them and Company also will provide users' email information to third parties, so that those third parties may directly contact users about additional products and services. If a user wishes to opt-out of receiving marketing materials from Company, user may do so by following the unsubscribe link in email communications, by going to your account settings or contacting us using the contact information below. Similarly, to cease having your email information provided to third parties, you may do so by going to your account settings or contacting us using the contact information below. Even after opting-out, a user may continue to receive marketing emails from third parties to whom Company already has provided the user's email information. Users will be responsible for directly contacting such third parties to request cessation of further marketing emails.
  • Business Partners: When you make purchases or engage in promotions offered through our Website or our services, we may share Personally-Identifying Information with the businesses with which we partner to offer you those products, services, promotions, contests and/or sweepstakes. When you elect to engage in a particular merchant's offer or program, you authorize us to provide your email address and other information to that merchant.
  • Affiliates. We may share some or all of your personal information with our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates would include a parent company or any subsidiaries, joint venture partners, or other companies that we control or that is under common control with us.
  • Third Party Service Providers. We may share your Personally-Identifying Information, which may include your name and contact information (including email address) with our authorized service providers that perform certain services on our behalf. These services may include fulfilling orders, providing customer service and marketing assistance, performing business and sales analysis, supporting our website functionality, and supporting contests, sweepstakes, surveys and other features offered through our Website. We may also share your name, contact information and credit card information with our authorized service providers who process credit card payments. These service providers may have access to personal information needed to perform their functions but are not permitted to share or use such information for any other purpose.
  • Business Transfers; Bankruptcy. Company reserves the right to transfer all Personally-Identifying Information in its possession to a successor organization in the event of a merger, acquisition, or bankruptcy or other sale of all or a portion of Company's assets. Other than to the extent ordered by a bankruptcy or other court, the use and disclosure of all transferred Personally-Identifying Information will be subject to this Privacy Policy, or to a new privacy policy if you are given notice of that new privacy policy and are given an opportunity to affirmatively opt-out of it. Personally-Identifying Information submitted or collected after a transfer, however, may be subject to a new privacy policy adopted by the successor organization.

Changing Personally-Identifying Information; Account Termination

You may at any time review or change your Personally-Identifying Information by going to your account settings (if applicable) or contacting us using the contact information below. Upon your request, we will deactivate or delete your account and contact information from our active databases. Such information will be deactivated or deleted as soon as practicable based on your account activity and accordance with our deactivation policy and applicable law. To make this request, either go to your account settings (if applicable) or contact us as provided below. We will retain in our files some personal information to prevent fraud, to troubleshoot problems, to assist with any investigations, to enforce our Terms of Use and to comply with legal requirements as is permitted by law. Therefore, you should not expect that all your personal information will be completely removed from our databases in response to your requests. Additionally, we keep a history of changed information to investigate suspected fraud with your account.

General Use

We use the Personally-Identifiable Information in the file we maintain about you, and other information we obtain from your current and past activities on the Website to: deliver the products and services that you have requested, manage your account and provide you with customer support, communicate with you by email, postal mail, telephone and/or mobile devices about products or services that may be of interest to you either from us, our affiliate companies or other third parties, develop and display content and advertising tailored to your interests on our Website and other sites, resolve disputes, troubleshoot problems, measure consumer interest in our services, inform you of updates, customize your experience, detect and protect us against error, fraud and other criminal activity, enforce our Terms of Use, and as otherwise described to you at the time of collection. At times, we may look across multiple users to identify problems. In particular, we may examine your Personally-Identifiable Information to identify users using multiple user IDs or aliases. We may compare and review your Personally-Identifiable Information for accuracy and to detect errors and omissions. We may use financial information or payment method to process payment for any purchases made on our Website, enroll you in the discount, rebate, and other programs in which you elect to participate, to protect against or identify possible fraudulent transactions, and otherwise as needed to manage our business.

CONTESTS, GIVEAWAYS AND SURVEYS

From time to time, Company may offer Website users the opportunity to participate in contests, giveaways and other promotions. Any information submitted in connection with such activities will be treated in accordance with this Privacy Policy. From time to time, Company may also ask Website users to participate in surveys designed to help Company improve the Website. Any Personally-Identifying Information provided to Company in connection with any survey will be used only in relation to that survey, and will be disclosed to third parties not bound by this Privacy Policy only in non-personally-identifying, aggregated form.

COLLECTION AND USE OF INFORMATION BY THIRD PARTIES GENERALLY

Company contractually prohibits its contractors, affiliates, vendors and suppliers from disclosing Personally-Identifying Information received from Company, other than in accordance with this Privacy Policy. Third parties are under no obligation to comply with this Privacy Policy, however, with respect to Personally-Identifying Information that users provide directly to those third parties or that those third parties collect for themselves. These third parties include advertisers, providers of games, utilities, widgets and a variety of other third party applications accessible through the Website. Company neither owns nor controls the third-party websites and applications accessible through the Website. Thus, this Privacy Policy does not apply to information provided to or gathered by the third parties that operate them. Before visiting a third-party, or using a third party application, whether by means of a link on the Website, directly through the Website, or otherwise, and before providing any Personally-Identifying Information to any such third party, users should inform themselves of the privacy policies and practices (if any) of the third party responsible for that website or application, and should take those steps necessary to, in those users' discretion, protect their privacy.

SECURITY

We take security of your Personally-Identifying Information seriously and use reasonable electronic, personnel, and physical measures to protect it from loss, theft, alteration, or misuse. However, please be advised that even the best security measures cannot fully eliminate all risks. We cannot guarantee that only authorized persons will view your information. We are not responsible for third party circumvention of any privacy settings or security measures.

The Website encrypts sensitive information such as your credit card number and your personal information using secure socket layer (SSL) technology to provide for the secure transmission of the information from your computer to our servers. In addition, we use commercially reasonable efforts to limit access to your Personally-Identifying Information to the employees, agents, and officers of Company who need the information for their jobs. All of our employees are kept up to date on our privacy and security practices. For more information about the security measures Company uses in connection with the Website, please contact us using the contact information found below.

PRIVACY POLICY CHANGES

Company may, in its sole discretion, change this Privacy Policy from time to time. Any and all changes to Company's Privacy Policy will be reflected on this page and the date new versions are posted will be stated at the top of this Privacy Policy. Unless stated otherwise, our current Privacy Policy applies to all information that we have about you and your account. Users should regularly check this page for any changes to its Privacy Policy. Company will always post new versions of the Privacy Policy on the Website. However, Company may, as determined in its discretion, decide to notify users of changes made to this Privacy Policy via email or otherwise. Accordingly, it is important that users always maintain and update their contact information.

CALIFORNIA PRIVACY RIGHTS

California Civil Code Section 1798.83, also known as the "Shine The Light" law, permits our users who are California residents to request and obtain from us once a year, free of charge, information about the personal information (if any) we disclosed to third parties for direct marketing purposes in the preceding calendar year. If applicable, this information would include a list of the categories of personal information that was shared and the names and addresses of all third parties with which we shared information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to our privacy officer as listed below.

CONTACT

If you have any questions regarding our Privacy Policy, please contact our privacy officer at:

Privacy Officer

Shop Express, LLC
2425 Golden Hill Road, Suite 106-222
Paso Robles, CA 93446

Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Phone: 888-453-4794

Master Subscription Agreement

MASTER SUBSCRIPTION AGREEMENT


This Master Subscription Agreement (this “Agreement”) governs the use of the services provided by Shop Express, LLC doing business as BikeShopExpress.com and BikeShop360 (“BikeShopExpress.com”) to the customer identified on an applicable Order Form that references this Agreement (“Customer”).
This Agreement sets forth the terms under which BikeShopExpress.com will provide Customer with access to and use of certain software-as-a-service offering(s), known as BikeShop360, which provide management solutions for Bike shops, including point of sale (POS), inventory maintenance, contact management, reports, purchase orders, work orders, gift card programs and additional features identified in the applicable Order Form or otherwise made available by BikeShopExpress.com from time to time (collectively, the “Services”). The term “Order Form” shall mean any ordering document or mechanism, including an online form, used by Customer to order the Services and which is accepted by BikeShopExpress.com and references this Agreement.
CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE ORDERING OR REGISTRATION PROCESS AND ALSO BY CONTINUING TO USE THE SERVICES. IF CUSTOMER DOES NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT BIKESHOPEXPRESS.COM MAY MAKE TO THIS AGREEMENT IN THE FUTURE, CUSTOMER SHOULD NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE SERVICES.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER REPRESENTS THAT SUCH INDIVIDUAL IS AUTHORIZED TO BIND CUSTOMER TO THE TERMS OF THIS AGREEMENT.

The parties hereby agree as follows:

1. LICENSES

  • 1.1. Access Rights. BikeShopExpress.com hereby grants Customer, during the Term, a limited, non-transferable and non-exclusive license for Customer’s employees and third party consultants (“Authorized Users”) to use the Services in accordance with the use parameters described in the Order Form, solely for Customer’s internal business purposes consistent with the terms and conditions of this Agreement.
  • 1.2. Administration. BikeShopExpress.com will issue to one Authorized User (“Administrator”) an individual logon identifier and password (“Administrator’s Logon”) for purposes of administering the Services. Using the Administrator’s Logon, the Administrator shall assign each remaining Authorized User a unique logon identifier and password and assign and manage the business rules that control each such Authorized User’s access to the Services.
  • 1.3. License to Customer Data. Customer hereby grants BikeShopExpress.com, its affiliates and service providers a worldwide, limited-term license to host, copy, transmit and display electronic data and information submitted by or for Customer to the Services or collected and processed by or for Customer using the Services (the “Customer Data”). Subject to the limited licenses granted herein, BikeShopExpress.com acquires no right, title or interest from Customer or Customer’s licensors under this Agreement in or to the Customer Data.
  • 1.4. License to Feedback. Customer grants to BikeShopExpress.com and its affiliates a worldwide, perpetual, irrevocable, royalty-free, transferrable license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Authorized Users relating to the operation of the Services.
  • 1.5. Restrictions. Customer and its Authorized Users shall be prohibited from and will not: (a) sell, lease, license or sublicense the Services, or include the Services in a service bureau or outsourcing offering; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the Services or any software included in the Services; (c) provide, disclose, divulge or make available to, or permit use of the Services by, any third party (except as expressly provided for herein); (d) copy or reproduce all or any part of the Services (except as expressly provided for herein); (e) knowingly interfere, or attempt to interfere, with the Services in any way; (f) use the Services to engage in spamming, mailbombing, spoofing or any other fraudulent, illegal or unauthorized use of the Services; (g) knowingly introduce into or transmit through the Services any virus, worm, trap door, back door; (h) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, (i) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the Services; or (j) attempt to gain unauthorized access to the Service or its related systems or networks, or permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit, or access the Services in order to build a competitive product or service. Additionally, Customer may not access the Services if Customer is a direct competitor of BikeShopExpress.com, except with BikeShopExpress.com’s prior written consent. In addition, Customer may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
  • 1.6. Suspension. BikeShopExpress.com may at any time without notice suspend Customer’s access to the Services if BikeShopExpress.com determines in its discretion that such suspension is necessary or beneficial for the protection of its legal rights, commercial interests or to avoid any liability or loss.
  • 1.7. End User License for Software. If the Order Form provides that Customer has licensed from BikeShopExpress.com a copy of the software which operates the Services (the “Software”), then the following provisions will apply: (i) subject to payment of applicable license fees, BikeShopExpress.com hereby grants Customer, a non-transferable and non-exclusive license to install the Software on Customer’s servers and to allow Authorized Users to use the Software in accordance with the use parameters and term described in the Order Form, solely for Customer’s internal business purposes consistent with the terms and conditions of this Agreement; (ii) the warranty in Section 4.2(b) shall continue for a period of 60 days from delivery of the Software; (iii) the Customer Support Terms set forth in Schedule A hereof shall only be provided by BikeShopExpress.com if ordered by Customer pursuant to an Order Form in accordance with BikeShopExpress.com’s standard terms; and (v) all provisions of this Agreement which are only applicable to a software-as-a-service offering shall not apply to the Software. Customers licensing copies of the Software under this Section are responsible for installation of the Software and updates, backups and server and network administration. Except for the foregoing, all provisions of this Agreement applicable to the Services shall apply equally to the Software.

2. RESPONSIBILITIES

  • 2.1. Provision of Services. BikeShopExpress.com will (a) make the Services available to Customer pursuant to this Agreement and the applicable Order Form, (b) provide BikeShopExpress.com standard Customer Support for the Services to Customer at no additional charge, and/or upgraded support (if made available by BikeShopExpress.com and purchased by Customer), and (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which BikeShopExpress.com shall give at least 8 hours electronic notice and which BikeShopExpress.com shall schedule to the extent practicable during the weekend hours between 10:00 p.m. Monday and 3:00 a.m. Tuesday Pacific time), and (ii) any unavailability caused by circumstances beyond BikeShopExpress.com’s reasonable control, including, for example, an act of god, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving BikeShopExpress.com’s employees), Internet service provider failure or delay, non-BikeShopExpress.com application, or denial of service attack (each a “Force Majeure Event”).
  • 2.2. Protection of Customer Data. BikeShopExpress.com will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by BikeShopExpress.com personnel and third party service providers except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as Customer expressly permits in writing.
  • 2.3. Professional Services. Customer may order from BikeShopExpress.com professional services that are beyond the scope of the Services, such as configuration, customization and data entry services, pursuant to the terms set forth in an Order Form.
  • 2.4. Customer Responsibilities. Customer will (a) be responsible for Authorized Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Customer Data and the means by which Customer acquired the Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify BikeShopExpress.com promptly of any such unauthorized access or use, and (d) use the Services only in accordance with this Agreement, the BikeShopExpress.com documentation and applicable laws and government regulations.

3. FEES; PAYMENT TERMS

  • 3.1. Fees. In consideration of the license rights to the Services granted in this Agreement, Customer shall pay the fees specified in the Order Form. Customer will provide BikeShopExpress.com with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to BikeShopExpress.com. If Customer provides credit card information to BikeShopExpress.com, Customer authorizes BikeShopExpress.com to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Subscriptions will renew automatically, unless terminated, at the then-current undiscounted price and BikeShopExpress.com will not need to obtain Customer’s authorization to charge Customer’s credit card upon each renewal. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, BikeShopExpress.com will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges (as opposed to credit card charges) are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to BikeShopExpress.com and notifying BikeShopExpress.com of any changes to such information. Late payments will incur interest in an amount equal to the lesser of 1.0% per month or the maximum allowable under applicable law. Payment obligations are non-cancelable and fees paid are non-refundable. All payments shall be in U.S. dollars. Customer shall reimburse BikeShopExpress.com for any costs of collection, including reasonable attorneys’ fee, incurred collecting from Customer overdue fees.
  • 3.2. Taxes. All fees quoted or specified on the Order Form do not include, and Customer will pay or reimburse BikeShopExpress.com (or its authorized reseller identified on the applicable Order Form) for, any applicable sales tax, use tax, and value added taxes (VAT) or other taxes which are levied or imposed by reason of the performance by BikeShopExpress.com under this Agreement, excluding income taxes. If Customer is a tax-exempt organization and is not obligated to pay taxes arising out of this Agreement, Customer will provide BikeShopExpress.com with any required documentation to verify its tax exempt status with the applicable taxing authorities.
  • 3.3. Future Functionality. Customer agrees that Customer’s purchase of the Services is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by BikeShopExpress.com regarding future functionality or features.

4. LIMITED WARRANTIES

  • 4.1. Customer Warranty. Customer represents, warrants and covenants to BikeShopExpress.com that: (a) it has the authority to enter into this Agreement and perform its obligations hereunder; and (b) it and its Authorized Users will only use the Services for lawful purposes and will not use the Services to violate any law of any country or the intellectual property rights of any third party.
  • 4.2. BikeShopExpress.com Warranty. BikeShopExpress.com warrants that: (a) BikeShopExpress.com has the authority to enter into this Agreement; (b) the Services will operate and conform substantially to BikeShopExpress.com’s published documentation; and (c) BikeShopExpress.com shall perform the obligations specified in the Customer Support Terms attached as Schedule A. The term "documentation" shall mean the reference, administrative and user manuals, delivered by BikeShopExpress.com to Customer with the Services. Documentation shall not include marketing materials.
  • 4.3. Disclaimer. Except as set forth in Section 4.2, BikeShopExpress.com makes no representations or warranties, whether express or implied regarding or relating to any of the Services or any other matter covered by this Agreement. BIKESHOPEXPRESS.COM SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BikeShopExpress.com does not guarantee that Customer’s access to the Services will be uninterrupted or error free.

5. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF OR DAMAGE TO THE OTHER PARTY’S CONTENT OR DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ALLEGED AS A BREACH OF CONTRACT, TORT OR OTHER FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BIKESHOPEXPRESS.COM’S LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO BIKESHOPEXPRESS.COM UNDER THIS AGREEMENT DURING THE 3 MONTHS PRECEDING THE DATE ON WHICH A CLAIM FIRST ACCRUES.

6. CONFIDENTIAL INFORMATION
“Confidential Information” means information that Customer and its authorized users upload in its usage of the Services hereunder (i.e., Customer Data), the terms of this Agreement, the Services, any software provided by BikeShopExpress.com under this Agreement, the logon identifiers and passwords provided to Customer and its Authorized Users, the fees charged under this Agreement, any other materials marked confidential by Customer or BikeShopExpress.com and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance. Each party acknowledges and agrees that: (a) the Confidential Information may constitute valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (i) publicly available; (ii) already in the other party’s possession and not subject to a confidentiality obligation; (iii) obtained by the other party from any source without any obligation of confidentiality; (iv) independently developed by the other party without use of or reference to the disclosing party’s Confidential Information; or (v) required to be disclosed by order of a court or other governmental entity; provided no less than ten days’ notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.


7. PROPRIETARY RIGHTS
Except for the license granted in Section 1, no right title or interest of intellectual property or other proprietary rights in and to the Services made available under this Agreement is transferred to Customer hereunder. BikeShopExpress.com and its third party licensors retain all right, title and interests, including, without limitation, all copyright and other proprietary rights in and to the Services and all, modifications, enhancements and derivatives thereof. Customer will retain all right, title and interest to the Customer Data and documents created by Customer using the Services.

8. MUTUAL INDEMNIFICATIONS

  • 8.1. Indemnification by BikeShopExpress.com. BikeShopExpress.com will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the use of the Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer, provided Customer (a) promptly gives BikeShopExpress.com written notice of the Claim Against Customer, (b) gives BikeShopExpress.com sole control of the defense and settlement of the Claim Against Customer (except that BikeShopExpress.com may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives BikeShopExpress.com all reasonable assistance, at BikeShopExpress.com’s expense. If BikeShopExpress.com receives information about an infringement or misappropriation claim related to the Services, BikeShopExpress.com may in its discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, without breaching the warranties under Section 4.2, (ii) obtain a license for Customer’s continued use of the Services in accordance with this Agreement, or (iii) terminate Customer’s right to use the Services upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated use (or if a perpetual license is granted, refund license fees decreased in accordance with three-year straightline depreciation). The above defense and indemnification obligations do not apply to the extent a Claim Against Customer arises from Customer’s breach of this Agreement. The foregoing indemnity shall not apply to any Claim Against Customer based upon or arising from (i) any use of the Services outside the scope of the Agreement, (ii) use of the Services in a manner for which they were not designed or not in accordance with applicable documentation, (iii) modification to Services not made by BikeShopExpress.com or its authorized agents, (iv) use of the Services in connection or combination with any equipment, devices or software not supplied by BikeShopExpress.com, (v) Customer’s continued distribution of the Services subsequent to receipt of notice of any claimed infringement, or (vi) third party or open source products. Any delay in notification shall not relieve the indemnifying party of its obligations hereunder except to the extent that such delay prejudices the indemnifying party’s rights to defend the claim.
  • 8.2. Indemnification by Customer. Customer will defend BikeShopExpress.com against any claim, demand, suit or proceeding made or brought against BikeShopExpress.com by a third party alleging that Customer Data, or Customer use of any Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against BikeShopExpress.com”), and will indemnify BikeShopExpress.com from any damages, attorney fees and costs finally awarded against BikeShopExpress.com as a result of, or for any amounts paid by BikeShopExpress.com under a court-approved settlement of, a Claim Against BikeShopExpress.com, provided BikeShopExpress.com (a) promptly gives Customer written notice of the Claim Against BikeShopExpress.com, (b) gives Customer sole control of the defense and settlement of the Claim Against BikeShopExpress.com (except that Customer may not settle any Claim Against BikeShopExpress.com unless it unconditionally releases BikeShopExpress.com of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. Any delay in notification shall not relieve the indemnifying party of its obligations hereunder except to the extent that such delay prejudices the indemnifying party’s rights to defend the claim.
  • 8.3. Exclusive Remedy. This Section 8 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 8.

9. TERM AND TERMINATION

  • 9.1. Term. The initial term of this Agreement shall be the term specified on the Order Form. After expiration of the initial term specified on the Order Form the Customer’s subscription to the Services shall automatically renew for successive one-year periods or other period set forth in the Order Form (the initial term and each renewal term, a “Term”) unless either party provides written notice of non-renewal at least 30 days prior to commencement of the applicable renewal term. BikeShopExpress.com may send Customer written notice of an increase in fees for any renewal term at least 30 days prior to commencement of the applicable renewal term.
  • 9.2. Termination by BikeShopExpress.com. BikeShopExpress.com shall have the right, upon notice to Customer, to suspend the Services and/or terminate this Agreement if: (a) Customer fails to pay BikeShopExpress.com any amount due hereunder and such failure to pay is not cured within 30 days following BikeShopExpress.com’s notice to Customer of such breach; (b) Customer materially breaches any term or condition of this Agreement, provided such breach is not cured by Customer within 30 days following BikeShopExpress.com’s notice to Customer of such breach; or (c) Customer (i) terminates or suspends its business activities; (ii) liquidates all or a substantial portion of its assets for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority to effect such liquidation of assets; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes to effect such liquidation of assets.
  • 9.3. Termination by Customer. Customer will have the right, upon notice to BikeShopExpress.com, to terminate this Agreement if BikeShopExpress.com is in material breach of this Agreement and BikeShopExpress.com fails to remedy such material breach within 30 days of its receipt of such notice or BikeShopExpress.com (i) terminates or suspends its business activities; (ii) liquidates all or a substantial portion of its assets for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority to effect such liquidation of assets; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes to effect such liquidation of assets.
  • 9.4. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section 9.3, BikeShopExpress.com will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by BikeShopExpress.com in accordance with Section 9.2, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to BikeShopExpress.com for the period prior to the effective date of termination.
  • 9.5. Data Extraction. Upon any termination and for a period of 30 days thereafter, Customer may request and BikeShopExpress.com shall provide Customer with a copy of the data/files that have been uploaded or otherwise saved to the database provided as part of the Services subscription purchased by Customer under this Agreement. After such period, BikeShopExpress.com may delete all data/files. Customer may request and BikeShopExpress.com shall provide such data at any time during the term of this Agreement for its then current administrative fee for such service. Data will be returned by encrypted media, unless prior arrangements have been made to use SecureFTP. Upon confirmation of receipt of the media, BikeShopExpress.com will send the password for decrypting the data.
  • 9.6. Survival. Any provisions necessary to interpret the respective rights and obligations of the parties hereunder shall survive any termination or expiration of this Agreement, regardless of the cause of such termination or expiration.

10. GOVERNING LAW; VENUE
This Agreement will be governed by the laws of the State of California, excluding its rules regarding conflicts of law. Venue for any dispute hereunder shall be a court of competent jurisdiction located in San Luis Obispo County, California, and the parties irrevocably submit to the exclusive jurisdiction of such courts.

11. EXPORT COMPLIANCE
The Services and other technology BikeShopExpress.com makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.

12. ASSIGNMENT
Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without BikeShopExpress.com’s prior written consent. BikeShopExpress.com may freely assign this Agreement.

13. GENERAL PROVISIONS
BikeShopExpress.com and Customer are independent contractors. Any notice required or permitted to be delivered pursuant to this Agreement shall be in writing (email sufficient). BikeShopExpress.com may modify this Agreement upon 30 days’ prior notice to Customer. Excluding payment obligations, neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to a Force Majeure Event (defined in Section 2.1 hereof). The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement. Customer grants BikeShopExpress.com the right to use Customer’s name in its website, press releases, product brochures and financial reports to indicate that Customer is a BikeShopExpress.com client. This Agreement may be executed in counterparts (including by means of telecopied signature pages), all of which shall be considered one and the same agreement. The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof. No purchase order or any hand written or typewritten text on a purchase order which purports to modify or supplement the printed text of this Agreement or any Order Form shall add to or vary the terms of this Agreement. All such proposed variations or additions (whether submitted by BikeShopExpress.com or Customer) are objected to and shall have no force or effect. Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract. This Agreement will not create any right or cause of action for any third party beneficiary or any other third party. This Agreement (including the Schedules hereto) contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

Schedule A
Customer Support Terms
These Customer Support Terms set forth the terms, conditions, and procedures under which maintenance and support ("Support") is offered for BikeShopExpress.com’s proprietary Software-as-a-Service offerings (collectively, the “Services”) during the Term of the Customer’s subscription for such Services as set forth in the applicable Order Form. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

1. GENERAL
Scope. Support will consist of: (i) telephone support; (ii) correction of errors to keep the Services in conformance with the user documentation included in the Services; and (iii) updated versions of the Services provided by BikeShopExpress.com to its general customer base of subscribers at no additional charge. Support will not include: (i) set-up, installation, or configuration of hardware and software required for the Customer to access the Services; or (ii) consultation, error correction, or research with respect to Customer-created documents and information.


2. CUSTOMER SUPPORT
Technical Support. Customer will have access to BikeShopExpress.com’s technical support personnel ("Technical Support") as follows:
Hours: Monday - Friday, 08:00 am to 06:00pm PST (excluding US holidays).
Phone: Toll Free: 888-453-4794; Direct: 503-719-6683
Email: This email address is being protected from spambots. You need JavaScript enabled to view it.

Communications with Technical Support may be via telephone or e-mail. BikeShopExpress.com provides a single entry point of contact that routes requests/problems to the appropriate Technical Support.

3. SUPPORT ISSUES.
Support covers any issue or problem that is the result of a verifiable, replicable error (BikeShopExpress.com will use all reasonable means to verify and replicate) in the Services ("Verifiable Support Issue"). An error will be a Verifiable Support Issue if it constitutes a material failure by the Services to function in accordance with the BikeShopExpress.com documentation included in the Services. If Technical Support reasonably determines that Customer’s problem is not caused by BikeShopExpress.com or its systems, equipment, or software, BikeShopExpress.com is not obligated to provide support under this Agreement. Nevertheless, BikeShopExpress.com will, if possible, offer suggestions as to how Customer can remedy the problem. If BikeShopExpress.com determines that the issue was not the result of a Verifiable Support Issue, BikeShopExpress.com may offer to provide for out of scope professional services at BikeShopExpress.com’s then current rates upon its standard terms to address the issue.

4. ADDITIONAL SUPPORT.
Technical Support may also determine that Customer’s request is a request for "Additional Support." Additional Support is any assistance not covered above. Examples of Additional Support include substantive questions regarding data or results, requests for Services customization, specialized training regarding use of the Services, custom documentation, and consulting. If BikeShopExpress.com believes that it can appropriately and effectively provide the requested services, it will offer do so at its then-current rates upon its standard terms, subject to an Order Form.

5. CUSTOMER’S RESPONSIBILITIES.
Customer’s designated representative shall initiate all requests for Customer Support. The representative must be trained, qualified and authorized to communicate all necessary information, perform diagnostic testing under the direction of the BikeShopExpress.com service representative and be available during the performance of any Customer Support if required.

Update version, May 2014

Shipping, Billing, and Returns

Shipping Policy
Most orders are shipped within 3 business days. All orders are shipped via USPS, DHL, FedEx, UPS or comparable carrier. Processing time of your order can vary from 3-14 days depending on product availability, or in some cases up to 4-6 weeks. Orders shipped by ground service average 4-10 business days from date of order to reach its destination. Orders shipped by priority service (Priority Shipping) average 3-7 business days from date of order to reach its destination. Additional charges may apply depending on weight. We will notify you of any additional charges before shipping. When calculating actual ship date, please do not count Saturdays, Sundays or Federal Holidays. DHL will not ship to P.O. Boxes. Please include a complete street address for all orders. If ordering internationally, any taxes, customs, or related fees will be your responsibility at the time of receipt.

Billing Policy
We accept Visa, MasterCard, Discover, and American Express. All online orders are processed through 128 bit SSL encryption to protect your credit card information during your online transaction. All prices and figures are listed in US Dollars.

Return Policy
All orders are nonrefundable. Damaged or defective product may be exchanged for a replacement.

Plans

Small
$49.00
per month
Single Outlet
1 Register Max
Unlimited Inventory Items To Sell
Unlimited Customer
Unlimited Vendors
5 Users
Free Training
Free Set-up
Unlimited Support
Data Security and Backups
Add-ons
Archives ($19/month)
Access up to 20 years of transaction history. *Note: 24 months access come standard
Medium
$69.00
per month
Single Outlet
3 Registers Max
Unlimited Inventory Items To Sell
Unlimited Customers
Unlimited Vendors
10 Users
Free Training
Free Set-up
Unlimited Support
Data Security and Backups
Add-ons
Archives ($19/month)
Access up to 20 years of transaction history. *Note: 24 months access come standard
Large
$99.00
per month
Multiple Outlets
6 Registers Max
Unlimited Inventory Items To Sell
Unlimited Customers
Unlimited Vendors
20 Users
Free Training
Free Set-up
Unlimited Support
Data Security and Backups
Add-ons
Archives ($19/month)
Access up to 20 years of transaction history. *Note: 24 months access come standard
Very Large
$169.00
per month
Multiple Outlets
50 Registers Max
Unlimited Inventory Items To Sell
Unlimited Customers
Unlimited Vendors
100 Users
Free Training
Free Setup
Unlimited Support
Data Security and Backups
Add-ons
Archives ($19/month)
Access up to 20 years of transaction history. *Note: 24 months access come standard

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