Terms of service

1Who these terms are between

These terms are an agreement between you and the company that operates Cultivar. In these terms, “Cultivar”, “we”, “us” and “our” mean that company.

“You” means the business that uses Cultivar: the company, partnership or other legal entity named in your order or on your account. If you accept these terms for a business, you confirm that you have the authority to bind that business. If you do not have that authority, do not accept them and do not use the service.

“The service” means the Cultivar software and everything we provide with it: the back office, the online store we host for you, the driver app, email and notification tools, the practice copy, and any support we give. “This website” means the public Cultivar website where you are reading this.

Cultivar is for businesses. It is not offered to consumers, and these terms are not an agreement with the people who buy from your shop.

2How you accept these terms

Your business accepts these terms when the first of these happens:

• you sign or accept an order, quote or other document that refers to them,
• someone with authority creates or activates your business’s account and confirms that they accept them, or
• you click or tick a box that says you accept them.

Each person who uses the service under your account must also follow these terms. You are responsible for making sure they do.

If you have a signed order or agreement with us. An “order” is any quote, order form or written agreement between you and us that sets out what you get, for how long and at what price. Where an order and these terms say different things, the order applies.

If you only visit this website. Reading this website does not make you a customer and does not create an account. These sections apply to your use of the website: section 15, section 18, section 19, section 22, section 23 and section 25. If you send us your details to request access, we handle them as the privacy policy describes. Requesting access does not oblige us to provide the service.

3What Cultivar is, and is not

Cultivar is business software. You use it to record what you buy, hold, make and sell, to run an online store under your own name, to give your drivers a list of deliveries, and to email your customers. While these terms are in effect and you follow them, you may access and use the service for your own business, through the people you authorise. That right is limited, not exclusive and not transferable.

Cultivar is a tool. It is important that you understand what it is not:

• Not a seller of cannabis. We do not grow, make, buy, sell, hold, test, package, transport or deliver cannabis or any other product. We never take title to or possession of your products.
• Not a party to your sales. Every sale is a contract between you and your customer. We are not the seller, the buyer, a broker, an agent or a marketplace.
• Not a payment processor. We do not take, hold or move money between you and your customers.
• Not a delivery service. We do not provide drivers or vehicles and we are not a carrier or courier.
• Not a state reporting system. Cultivar is not a state track-and-trace system and does not file reports with any regulator for you.
• Not a cash register. Cultivar is not a point-of-sale system for walk-in sales.
• Not an adviser. We do not give legal, regulatory, tax or accounting advice. Nothing in the service, on this website or said by our staff is such advice.

We may change the service, add features, and remove features. If we remove a feature you rely on and pay for, section 21 gives you the right to end the agreement.

4Who may use it

You may use the service only if all of these are true, and stay true:

• Your business is a legal entity in good standing and is located in the United States.
• Your business holds every licence, permit, registration and approval that state and local law requires for each activity you use the service for, at each location, and each one is current.
• You use the service only in states and localities where that activity is lawful under state and local law, and only for that activity.
• Every person who uses the service under your account is at least 21 years old and is authorised by your business to do so.
• Neither your business nor its owners are barred from receiving services under US sanctions or export laws.

By accepting these terms, and each time you use the service, you confirm that these statements are true. We may ask for proof of your licences at any time, and you agree to provide it promptly. You must tell us without delay if a licence is suspended, revoked, surrendered, not renewed or expires.

We decide who we provide the service to. We may decline a request for access for any lawful reason.

5Cannabis law and your compliance

Federal law. Cannabis is a controlled substance under US federal law. Growing, selling, possessing and distributing it remain federal offences, even where a state permits them. You understand this and you accept the risk that comes with running a cannabis business. Nothing in these terms is a promise by us that your business, or your use of the service, is lawful.

You are responsible for compliance. You alone are responsible for running your business lawfully. That includes, as far as each applies to you:

• holding and renewing your licences, and following their conditions,
• every entry and report your state requires, including track-and-trace reporting, and keeping the records the law tells you to keep,
• checking the age and identity of your customers, and any medical or patient status, before you sell or hand over a product,
• product testing, packaging, labelling, potency and warnings, and the accuracy of everything you publish about a product,
• purchase limits, possession limits, opening hours and where you may sell,
• delivery rules, including who may deliver, vehicle and manifest rules, and where and to whom you may deliver,
• advertising and marketing rules, including rules about audiences and content,
• sales, excise and other taxes: setting the rates, collecting them, reporting them and paying them.

The software does not do this for you. The service has features that help you keep records, such as stock history and proof of delivery. They are aids. They do not make you compliant, they are not designed to meet the rules of any particular state, and we do not promise that any figure, limit, tax amount, label or record in the service meets a legal requirement. You must check your own records and keep your own copies of anything the law requires you to keep.

If your licence or the law changes. We may suspend or end your access at once, in whole or in part, if a licence you need is suspended, revoked or expires, if we reasonably believe you are operating unlawfully, if a court, regulator or law enforcement body requires it, or if a change in law or enforcement makes it unlawful or unreasonably risky for us to keep serving you.

Requests from authorities. We may respond to a subpoena, court order or other lawful request from a regulator or law enforcement body, including by disclosing your data. Where the law allows, we will try to tell you first.

No illegality defence. You and we each agree not to argue that these terms, or any order, are void or unenforceable because cannabis is illegal under federal law.

6Your account and your team

We create your business’s account and send a setup link to the person you name. You then decide who else is invited, which role each person has, and what each person is allowed to do. You are responsible for those choices, and for removing people who leave your business or should no longer have access.

You are responsible for everything done under your account, by your team, your drivers and anyone else you let in, whether or not you approved the particular action.

• Give us accurate information, and keep it up to date.
• Each person needs their own sign-in. Do not share a sign-in between people.
• Keep passwords, setup links and invitation links private.
• Setup and invitation links expire and can be withdrawn. A link is for the person it was sent to and nobody else.
• Tell us at once if you think someone has used your account without permission.

If there is a dispute inside your business about who controls the account, we may rely on the instructions of the person our records show as the account owner, and we may ask for evidence before we act.

7Your data

It is yours. “Your data” means everything you, your team, your drivers and your customers put into the service or create through it: products, stock records, suppliers, orders, customer details, delivery records, photos, logos and the content of your emails. As between you and us, your data belongs to you. We claim no ownership of it.

What you allow us to do with it. You give us permission to host, copy, store, transmit, display and otherwise process your data, only as needed to provide, secure, support and improve the service, to meet our legal obligations, and as you instruct. This permission covers the companies we use to run the service, such as our hosting and email providers. It lasts for as long as we hold your data.

Personal information about your customers and team. Your data includes personal information about your customers, staff and drivers. You decide what is collected and why. We process it for you, on your instructions, to provide the service. You are responsible for giving those people any notice the law requires, for having a lawful basis to collect and use their information, and for answering their requests about it. The privacy policy describes how we handle personal information.

Your promises about your data. You confirm that you have every right and permission needed to put your data into the service and to let us process it as these terms describe, and that your data and our use of it under these terms will not break any law or anyone’s rights. Do not upload images of identity documents, payment card numbers, bank account credentials or health records. The service is not built to hold them.

Looking after it. We use reasonable technical and organisational measures designed to protect your data. The security page describes them. No system is perfectly secure, and we do not promise that your data will never be lost, altered or accessed without permission. You are responsible for the accuracy of your data and for keeping your own copies of the records you need.

Usage information. We may collect and use information about how the service is used, and may combine information from many businesses into statistics that do not identify you, your business or any person. We use these to run, secure and improve the service.

When you leave. Section 21 says what happens to your data when the agreement ends.

How we protect your data

8Your online store and your own customers

If we host an online store for you, it is your store. It carries your name, not ours. You are the seller of everything offered on it, and the people who order from it are your customers, not ours.

These terms do not govern the relationship between you and your customers. You are responsible for giving your customers your own terms of sale and your own privacy notice, and for making sure both are lawful where you sell. We do not write, review or approve them.

You are responsible for everything your store does and says, including:

• your listings, descriptions, photos, prices, discounts, potency figures and warnings,
• making sure only people who may lawfully buy from you can order and receive your products,
• accepting, filling, cancelling and refunding orders,
• the quality, safety and legality of what you sell,
• questions, complaints and claims from your customers, and any loyalty points or rewards you offer them.

We may switch off a store, or remove content from it, where we reasonably believe it breaks the law or these terms, or where the law requires us to.

9Your customers and your marketing

When you send an email or an app notification through the service, you are the sender. We provide the tool. You choose who receives a message, what it says and when it goes.

You agree that:

• you will send marketing only to people who have agreed to receive it from you, and you can show that agreement if asked,
• you will not upload or use bought, rented, scraped or borrowed lists of addresses,
• your messages will follow the US CAN-SPAM Act and every other law that applies to them, including state rules on advertising cannabis and on the age of the audience,
• your messages will be truthful, will say who they are from, and will carry a valid postal address for your business,
• you will not remove, hide or work around the unsubscribe link, and you will not email anyone who has unsubscribed.

The service adds an unsubscribe link to marketing emails and records each unsubscribe. That is a tool to help you. You remain responsible for honouring every request to stop, however it reaches you.

Cultivar does not send marketing by text message. Do not use the service, or data taken from it, to send text messages on our behalf or in our name.

Email is delivered by other companies and by your customers’ own mail providers. We do not promise that any message will be delivered, or delivered on time. We may limit, delay or stop your sending if we reasonably believe it breaks these terms, draws complaints, or puts our ability to send email for other businesses at risk.

10Your drivers

The driver app is a list of your deliveries on your driver’s phone. The people who use it are your people: your employees or contractors, chosen, engaged and supervised by you. You add them, and you can suspend them.

We do not employ, engage, vet, train, direct, insure or pay your drivers. We are not their employer or joint employer, and we are not a delivery company, carrier, courier or dispatcher. We do not decide who delivers an order, what route they take or how they drive.

You are responsible for your drivers and for every delivery, including:

• that each driver may lawfully deliver for you, holds a valid driving licence and any permit or badge your state requires, and is properly insured,
• wages, tips, taxes, benefits and how each driver is classified,
• vehicles, safety, and following traffic and delivery laws,
• any manifest, route record or other delivery paperwork your state requires,
• checking the age and identity of the person receiving the order, and refusing to hand over where the law says to,
• cash your drivers collect, and any loss, theft or shortfall,
• the customer information your drivers can see on their phones, and what they do with it.

The driver app can record that a delivery was made, who received it, that identification was checked and what cash was collected. Those records are entered by your drivers. We do not verify them.

11Payments between you and your customers

Your customers pay you directly, by the methods you choose to offer. Cultivar does not process card payments, does not hold money for you or your customers, and does not move money between anyone. We are not a bank, a payment processor or a money transmitter.

The service lets you list the payment methods you accept, show your own payment instructions to your customers, and record that a payment was received. A payment status in Cultivar is a record made by you or your staff. It is not confirmation from us that money arrived.

You are responsible for the payment methods you offer and for making sure each is lawful for your business, for collecting what you are owed, for refunds and disputes, and for your own bookkeeping. Totals, taxes, costs and margins shown in the service are calculated from what you enter. Check them before you rely on them.

12Fees

Your fees are the ones stated in your order or otherwise agreed with us in writing. If nothing has been agreed in writing, you owe us no fee for the service.

While Cultivar is in private beta, we may provide the service free of charge or at a reduced price, as agreed with you. A free or reduced price is not a promise that it will stay that way.

Paying. Where fees apply, you pay them in US dollars, in the amounts, at the times and by the method your order states. Unless your order says otherwise, fees are not refundable, and you may not hold back or set off any amount you owe. If you believe an invoice is wrong, tell us in writing before it is due and we will work with you to settle it.

Taxes. Our fees do not include taxes. You pay any sales, use or similar tax due on what you buy from us, other than taxes on our income.

Changes. We will tell you in writing at least 30 days before we introduce a fee or change one. A new or changed fee does not apply during a period you have already paid for or that your order fixes. If you do not accept it, you may end the agreement before it takes effect, as section 21 explains.

Late payment. If an amount you owe is overdue and is not disputed in good faith, we may suspend the service after giving you written notice and a reasonable chance to pay.

13The practice copy

The practice copy is a separate, marked copy of the back office where your team can try things without touching your real records. It can start with sample data or empty. The businesses, people and products in the sample data are made up.

• Emails and notifications created in the practice copy are designed to be recorded there and not sent to anyone.
• The practice copy can be reset or deleted by you or by us at any time. Resetting or deleting it erases what is in it, and we cannot bring that back.
• Access to it follows your team. Someone who leaves your team loses access to the practice copy too.

Do not keep real records in the practice copy, and do not rely on anything in it as a record of your business. It is provided for testing and training only.

14Beta

Cultivar is in private beta. That means the service is still being built and tested with a small number of businesses. By using it now, you accept that:

• features may change, be limited, or be removed, and some may not work as intended,
• the service may be unavailable at times, with or without notice,
• errors may occur, including errors that affect your data,
• we make no commitment about availability, support or how quickly a problem is fixed, unless a signed order says otherwise,
• we may end the beta, or your part in it, as section 21 describes.

Because of this, keep your own copies of the records your business needs, especially those the law requires you to keep, and do not rely on the service as your only record.

We write up changes in What’s new. Any feature we describe as a beta, preview or test feature after the private beta ends is provided on these same terms.

BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY, AND ARE SUBJECT TO THE DISCLAIMERS AND LIMITS IN THE SECTION ON LIABILITY BELOW.

15Acceptable use

You, and everyone who uses the service under your account or visits this website, must not:

• use the service for anything unlawful under the state and local law that applies to you, or outside the scope of your licences,
• sell or deliver to anyone who may not lawfully buy from you, or sell or ship across state lines or outside the United States,
• use the service to sell anything other than the products your licences cover and ordinary related goods,
• upload anything false, misleading, defamatory, harassing or obscene, or anything that infringes someone else’s rights,
• send spam, or send messages to people who have not agreed to receive them,
• try to get into accounts, data or systems that are not yours, or test our security without our written permission,
• upload viruses or harmful code, overload the service, or interfere with other businesses’ use of it,
• copy, scrape, reverse engineer, decompile or take apart the service, except where the law says this cannot be forbidden,
• resell, rent or share the service with another business, or use it to run a business that is not yours, without our written agreement,
• use the service to build or improve a competing product,
• remove or hide any notice of ownership.

We may investigate a suspected breach. We may remove content, limit a feature, or suspend access while we do, where we reasonably think that is needed to protect you, other businesses, the public or us. Where we can, we will tell you first and give you a chance to fix the problem.

16Our staff’s access to your account

People who work at Cultivar are never members of your team. To help you, a member of our staff can open a timed session into your account. By default that session can only look. A session that can make changes needs a separate permission and a written reason. Each session, and what is done in it, is written to an access log.

You authorise our staff to access your account and your data in this way in order to support you, to fix problems, to keep the service secure, to check that these terms are being followed, and to meet our legal obligations.

The access log is our record. We keep it after your account is closed, including after your data is deleted, so that there is always a record of who accessed what.

How staff access works

17Availability and support

We want the service to be available whenever you need it and we work to keep it that way. We do not promise that it will be available at any particular time or without interruption. We may take it offline for maintenance, updates or security reasons, and it depends on other companies’ services and on the internet, which we do not control.

You can ask for help with the service through the contact page. During the beta, we do not commit to support hours or to a time within which we will reply or fix a problem. If your order includes a support or availability commitment, that commitment applies and nothing in this section reduces it.

You are responsible for your own devices, browsers and internet connection, and for those of your team and drivers.

18Other companies’ services

We rely on other companies to run the service, including for hosting, databases and email delivery. We choose them with care, but we do not control them, and a failure of theirs can affect the service.

The service or this website may link to, or let you connect with, websites and services that are not ours. If you use them, their terms apply, not these. We are not responsible for them, and a link is not an endorsement.

19Who owns what

Ours. We and our licensors own the service and this website, including the software, design, text, pictures, documentation, and the Cultivar name and marks. These terms give you a right to use the service. They do not transfer ownership of any of it, and every right not expressly given to you is kept by us. You may not use our name or marks without our written permission.

Yours. You own your data, as section 7 says, and your own name, logo and brand. You give us permission to display your name and logo inside the service, on your store, in your emails and in the driver app, so that the service can carry your brand.

Feedback. If you send us ideas or suggestions about the service, we may use them freely, for any purpose, without payment or obligation to you. We will not name you as the source without your agreement.

Naming you as a customer. We will not use your business’s name or logo in our own marketing unless you agree in writing.

Copyright complaints. If you believe content on a store we host or on this website copies your work without permission, write to us with a description of the work, where the content appears, your contact details, a statement that you believe in good faith the use is not authorised, a statement that your notice is accurate and, under penalty of perjury, that you are the owner or act for the owner, and your signature. Send it through the contact page. We may remove the content and may close the accounts of businesses that infringe repeatedly.

20Confidentiality

Each of us may learn information about the other that is not public and that a reasonable person would understand to be confidential. For you, that includes your data. For us, it includes the non-public parts of the service, our prices, our plans and anything we share with you about features that are not released.

Each of us agrees to use the other’s confidential information only to carry out these terms, to protect it with reasonable care, and to share it only with employees, contractors and advisers who need it and who are bound to keep it confidential.

This does not cover information that is or becomes public through no fault of the receiver, that the receiver already knew or develops independently, or that the receiver lawfully gets from someone else without a duty of confidence.

Either of us may disclose confidential information where the law, a court or a regulator requires it. Where the law allows, the one disclosing will tell the other first.

21Ending the agreement

These terms apply from the moment you accept them until the agreement ends.

You may end it. If your order sets a fixed period, your order says when and how you may end it. Otherwise, you may end the agreement at any time by telling us in writing. You may also end it, even during a fixed period, if we materially breach these terms and do not fix the breach within 30 days of your written notice, or if we make a change under section 3, section 12 or section 24 that materially harms you and you tell us before the change takes effect. In those two cases we will refund any fees you paid in advance for the time after the agreement ends.

We may end it. If your order sets a fixed period, we may end the agreement at the end of that period by giving the notice your order states. Otherwise, including during the beta, we may end it at any time by giving you at least 30 days’ written notice. We may end it sooner, on written notice, if you materially breach these terms and do not fix the breach within 30 days, if you breach section 4, section 5 or section 15, if you stop doing business or become insolvent, or if the law requires us to stop serving you.

Suspension. We may suspend all or part of your access at once where section 5, section 9, section 12 or section 15 allows it, or where we reasonably believe that is needed to deal with a security risk or to prevent harm. We will suspend only what is needed and only for as long as needed, and we will tell you as soon as we reasonably can.

What happens when it ends. Your right to use the service stops. Your online store, the driver app and your emails stop working. Fees owed up to the end date remain payable.

Your data after it ends. If you ask us in writing within 30 days after the agreement ends, we will give you a copy of your main business records that we then hold, in a commonly used electronic format, unless the law prevents us. After that period we may delete your data, and we will delete or anonymise it within a reasonable time. Copies may remain in backups for a limited time before they are overwritten. We may keep what the law requires us to keep, what we need to resolve a dispute or enforce these terms, and the access log described in section 16. If we end the agreement because you used the service unlawfully, we may limit what we return where the law requires.

What continues. Sections that by their nature should outlast the agreement do so, including section 5, section 7, section 12, section 19, section 20, section 21, section 22, section 23 and section 25.

22Warranties, liability, indemnity

What each of us promises. Each of us confirms that it has the power to enter into these terms. You also confirm that everything in section 4 and section 7 is and will stay true. We confirm that we will provide the service with reasonable care.

No other warranties.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND THIS WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT THE LAW ALLOWS, CULTIVAR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. CULTIVAR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS, THAT DATA WILL NOT BE LOST, THAT ANY FIGURE, RECORD OR CALCULATION IN THE SERVICE IS ACCURATE, OR THAT USING THE SERVICE WILL MAKE YOU COMPLIANT WITH ANY LAW, REGULATION OR LICENCE CONDITION.

In plain words: we work to make Cultivar good, but we do not promise it is perfect, and it does not make your business compliant.

Limits on liability.

TO THE FULLEST EXTENT THE LAW ALLOWS, CULTIVAR AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL, PRODUCT OR DATA, FOR ANY FINE OR PENALTY IMPOSED BY A REGULATOR, FOR THE LOSS, SUSPENSION OR NON-RENEWAL OF ANY LICENCE, OR FOR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF CULTIVAR WAS TOLD THE DAMAGE WAS POSSIBLE.

TO THE FULLEST EXTENT THE LAW ALLOWS, CULTIVAR’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE OR THIS WEBSITE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO CULTIVAR FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM AND (B) ONE HUNDRED US DOLLARS (US$100).

In plain words: if something goes wrong, the most we owe you is what you paid us in the last year, or $100 if you paid nothing, and we do not cover lost profits, fines or the loss of a licence. These limits apply to every kind of claim, whether in contract, negligence or otherwise, and even if a remedy fails of its essential purpose. They reflect the price of the service, and we would not provide it without them. Nothing in these terms limits liability that the law does not allow to be limited.

You cover claims about your business. You will defend Cultivar and its owners, officers, employees and contractors against any claim, investigation or proceeding brought by someone else, including a regulator, and pay the resulting losses, damages, fines, penalties, costs and reasonable legal fees, where it arises from:

• your business, your products, or any sale, delivery or other dealing between you and your customers,
• any failure by you to hold a licence or to follow the law, including the matters listed in section 5,
• your drivers, employees or contractors, including any claim by them,
• your data, your store’s content, or your emails and other messages,
• your breach of these terms.

We cover claims that Cultivar copies someone else’s work. We will defend you against a claim by someone else that the service, as we provide it and used as these terms allow, infringes their US copyright, trademark or patent, and pay the amounts a court finally awards or that we agree in settlement. This does not apply to claims arising from your data, from your use of the service with things we did not provide, from changes we did not make, or from use of the service free of charge. If such a claim is made or seems likely, we may change the service so that it no longer infringes, obtain the right for you to keep using it, or end the agreement and refund any fees you paid in advance for the time after it ends. This paragraph states everything we owe you for a claim of this kind, and it is subject to the limits on liability above.

How a covered claim is handled. The one asking to be covered must tell the other promptly, let the other control the defence and any settlement, and give reasonable help. Neither of us may settle a claim in a way that admits fault for the other, or makes the other pay, without the other’s written consent.

23Governing law and disputes

Talk to us first. If you have a dispute with us, tell us in writing and give us 30 days to try to settle it with you before either of us starts a court case. This does not stop either of us from asking a court for urgent relief to protect its confidential information, intellectual property or systems.

Governing law. These terms and any dispute about them or about the service are governed by the laws of the US state where Cultivar has its principal place of business, without regard to its rules on conflicts of law. Section 5 explains how federal cannabis law is treated: neither of us will rely on it to avoid these terms.

Courts. Any court case about these terms or the service must be brought in the state and federal courts located in the US state where Cultivar has its principal place of business. You and we each accept the authority of those courts and agree not to argue that they are an inconvenient place.

NO JURY AND NO CLASS ACTIONS. TO THE FULLEST EXTENT THE LAW ALLOWS, YOU AND CULTIVAR EACH GIVE UP THE RIGHT TO A TRIAL BY JURY, AND EACH AGREE TO BRING CLAIMS ONLY ON ITS OWN BEHALF AND NOT AS A PLAINTIFF OR MEMBER OF A CLASS OR IN ANY REPRESENTATIVE PROCEEDING.

Time limit. To the fullest extent the law allows, a claim about these terms or the service must be started within one year after the person bringing it first knew, or should have known, of the facts behind it.

24Changes to these terms

We may change these terms. When we do, we post the new version on this page and change the “Last updated” date at the top.

If a change materially reduces your rights or adds to your obligations, we will also tell you at least 30 days before it takes effect, by email to the account owner or by a notice in the service. A change that is needed sooner to follow the law, or to deal with a security risk, may take effect when we post it.

If you keep using the service after a change takes effect, you accept the new terms. If you do not accept them, stop using the service and end the agreement before the change takes effect, as section 21 explains. A change does not apply to a dispute that arose before it took effect, and it does not change a signed order unless you and we agree in writing.

25General terms

The whole agreement. These terms, your order if you have one, and the documents these terms refer to are the whole agreement between you and us about the service. They replace earlier discussions, proposals and statements, including anything on this website or said in a demonstration. The “In plain words” summary at the top is there to help you read. It is not part of the terms.

Independent businesses. You and we are independent businesses. Nothing in these terms makes us partners, joint venturers, agents, employer and employee, or co-owners of your business, and neither of us can bind the other.

Transfer. You may not transfer these terms or your account to anyone else without our written consent, including through a sale of your business or a change of its control. We may transfer these terms to a company in our group or to a company that takes over our business, and we will tell you if we do.

If part of these terms cannot be enforced. If a court finds part of these terms unenforceable, that part is applied as far as the law allows and the rest stays in force.

No waiver. If either of us does not enforce a right, that is not a waiver of it. A waiver counts only if it is in writing.

Events outside our control. Neither of us is responsible for a failure or delay caused by something beyond its reasonable control, such as a natural disaster, a power or internet failure, a failure of a hosting or other provider, an attack on computer systems, an act of government, a change in law or enforcement, a labour dispute or a public health emergency. This does not excuse a duty to pay.

Export and sanctions. You will not use the service, or let it be used, in breach of US export control or sanctions laws.

Nobody else gets rights. These terms are for you and us only. Your customers, your staff, your drivers and anyone else have no rights under them.

Notices. You agree that we may send you notices and other communications electronically, and that they count as written. We send notices to the email address of your account owner, or post them in the service. A notice by email is treated as received on the next business day after it is sent. Keep that address current. To give us formal notice, write to us through the contact page.

How to read these terms. Headings are for convenience. “Including” means “including, but not limited to”. “In writing” includes email.

26Contact

If you have a question about these terms, write to us through the contact page.