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Last Updated: October 29, 2026
These Terms of Service are issued by U.S. Software Inc., a California corporation doing business as IndicaOnline (“IndicaOnline,” “we,” “us” or “our”), 6464 Sunset Blvd., Suite 1100, Los Angeles, California 90028. They have two parts. Part A (Website Terms of Use) applies to everyone who visits indicaonline.com and our other websites. Part B (Subscription Agreement) applies to licensed businesses that subscribe to the IndicaOnline platform, and to the people who use it on their behalf. Our Privacy Policy at indicaonline.com/privacy-policy explains how we handle personal information and forms part of these Terms.
The Sweede online ordering platform (sweede.io and the Sweede app) has its own Terms of Use and Privacy Policy, which govern consumers who use it. Where a Customer offers online ordering through Sweede, Part B governs the Customer’s use of that feature and Sweede’s consumer terms govern the Customer’s shoppers.
By accessing or using indicaonline.com or any other website, page or content we operate that links to these Terms (the “Sites”), you agree to Part A and to our Privacy Policy. If you do not agree, do not use the Sites. If you use the Sites on behalf of a company, you represent that you are authorized to bind that company, and “you” includes the company.
The Sites describe software and services for licensed cannabis and hemp businesses. They are intended for use by adults who are of legal age in their jurisdiction and are not directed to minors. Nothing on the Sites is an offer to sell cannabis or cannabis products, and nothing on the Sites is medical, legal or tax advice.
The Sites and everything on them — software, text, graphics, logos, trademarks, product names, screenshots, videos and design — belong to us or our licensors and are protected by copyright, trademark and other laws. We grant you a limited, revocable, non-exclusive licence to view the Sites for your own business evaluation and information. You may not copy, modify, distribute, sell, scrape, frame or create derivative works from the Sites or their content, or use our trademarks, without our written permission. All rights not expressly granted are reserved.
You agree not to: use the Sites for any unlawful purpose; submit false or misleading information; use bots, crawlers, scrapers or other automated means to access the Sites, other than search engines indexing public pages; probe, scan or test the vulnerability of the Sites or bypass any security measure; introduce malicious code; impersonate any person or entity; send unsolicited commercial messages through any form or feature of the Sites; or interfere with the operation of the Sites or anyone else’s use of them.
If you submit information through the Sites (for example, a demo request, a referral, a support inquiry or a job application), you represent that it is accurate and that you have the right to provide it, including any personal information about other people. We handle it as described in our Privacy Policy. If you send us ideas, suggestions or feedback, we may use them without restriction or compensation.
The Sites may link to third-party websites, integrations and resources. We do not control them and are not responsible for their content, products or privacy practices. Links do not imply endorsement.
If you believe material on the Sites infringes your copyright, send a notice containing the information required by the U.S. Digital Millennium Copyright Act (17 U.S.C. §512(c)(3)) to our designated agent at support@indicaonline.com or by mail to the address above, marked “Copyright Notice.” We will remove or disable access to material that we determine to be infringing.
THE SITES AND THEIR CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SITES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE OF HARMFUL COMPONENTS, OR THAT THEIR CONTENT IS ACCURATE, COMPLETE OR CURRENT. Product descriptions, pricing and availability on the Sites may contain errors and may change without notice; the terms of any purchase are those in Part B and the applicable Order Form.
TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SITES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SITES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to you.
You will defend, indemnify and hold harmless IndicaOnline and its officers, directors, employees and agents from any claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from your breach of Part A, your violation of any law or third-party right, or any content you submit through the Sites.
We may change Part A at any time by posting the revised version on the Sites with a new Last Updated date. Your continued use of the Sites after a change means you accept it. We may suspend or terminate your access to the Sites at any time if we believe you have violated these Terms.
Part A is governed by the laws of the State of California, without regard to its conflict-of-laws rules. Any dispute relating to the Sites will be brought exclusively in the state or federal courts located in Los Angeles County, California, and you consent to their jurisdiction. This does not limit our right to seek injunctive relief in any court of competent jurisdiction.
Part A, together with the Privacy Policy, is the entire agreement between you and us regarding the Sites. If any provision is held unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign your rights under Part A; we may assign ours without restriction. Questions about Part A: support@indicaonline.com.
This Subscription Agreement (the “Agreement”) is between U.S. Software Inc. (d/b/a IndicaOnline) (“IndicaOnline,” “we,” “us” or “our”) and the business identified in the Order Form or account registration (“Customer,” “you” or “your”). It governs your subscription to and use of the IndicaOnline platform. By signing an Order Form, clicking to accept, registering an account, or using the Platform, you accept this Agreement. The person accepting represents that they have authority to bind the Customer.
Subject to this Agreement and payment of fees, we grant Customer a limited, non-exclusive, non-transferable, revocable right during the Term to access and use the Platform, and to permit Users to do so, solely for Customer’s internal business operations at the licensed locations identified in the Order Form. We may modify the Platform from time to time; we will not materially reduce its core functionality during a paid Term without notice.
We will provide onboarding instructions, documentation and training materials. Customer is responsible for configuring the Platform for its business, including tax rates, purchase limits, product categories and compliance settings, and for verifying that the configuration is correct. Support is available by ticket 24 hours a day, 7 days a week, and by phone during the hours published in our knowledge base. We do not guarantee that support will resolve every issue, particularly where the issue arises in a Third-Party Service or Customer’s own systems or network.
We target availability of the Platform of 99.95% in each calendar month, excluding scheduled maintenance (for which we will give at least 24 hours’ notice where practicable), emergency maintenance, and unavailability caused by Third-Party Services, Customer’s equipment, network or internet access, force majeure, or suspension under this Agreement. We will use commercially reasonable efforts to meet this target and to restore the Platform promptly after any outage. Customer acknowledges that internet-based services can be interrupted and that the Platform is not a substitute for Customer’s own contingency procedures.
Customer will designate at least one administrative User, will set User roles and permissions appropriately, and will ensure that each User keeps their credentials confidential and uses the Platform only as permitted by this Agreement. Customer is responsible for all activity under its account, whether or not authorized, until it notifies us of unauthorized access. Customer will promptly disable access for Users who leave its business. Customer will designate a billing contact, keep the billing contact’s email address current, and is responsible for confirmations and notices sent to that address.
If Customer uses the API, it will keep API keys confidential, will not exceed the rate limits we publish, will not use the API to build a product that competes with the Platform, and will comply with our API documentation. We may change or deprecate API endpoints on reasonable notice.
We may offer features identified as beta, preview or early access. They are provided as-is, may be modified or withdrawn at any time, and are excluded from the availability target and any warranty.
Customer represents and warrants that it holds, and will maintain throughout the Term, all licences, permits and registrations required under Cannabis Laws to conduct its business, and that it will notify us within two business days if any such licence is suspended, revoked, surrendered or expires. We may suspend the Platform for any location that is not validly licensed.
The Platform is a tool. Customer is solely responsible for complying with Cannabis Laws and all other laws that apply to its business, including: verifying the age and eligibility of its customers and patients; enforcing purchase limits; reporting accurately and on time to state and provincial track-and-trace and regulatory systems; calculating, collecting and remitting all taxes; complying with advertising and marketing rules; and complying with privacy laws that apply to Consumer Data, including providing its own privacy notices and obtaining any consent those laws require. Customer will review reports, tax calculations and regulatory submissions generated by the Platform before relying on them. We do not provide legal, tax or compliance advice.
Customer acknowledges that cannabis remains a controlled substance under the U.S. Controlled Substances Act and that the possession, sale and distribution of cannabis is illegal under U.S. federal law regardless of state law. We make no representation regarding federal enforcement policy, and Customer assumes all risk arising from the federal status of cannabis. Customer will not use the Platform for any activity that is unlawful under the laws of the state or province in which Customer operates.
Customer will not, and will not permit anyone to: use the Platform for any unlawful purpose or in violation of Cannabis Laws; upload content that infringes any right or that is false, defamatory or harmful; copy, modify, reverse engineer, decompile or create derivative works of the Platform, except to the extent applicable law expressly permits; sell, rent, sublicense or share access to the Platform with any third party other than Users; use the Platform to build a competing product; interfere with the Platform’s security or performance; use automated means to access the Platform other than through the API; store payment card numbers or other data in fields not designed for them; or send unsolicited commercial messages using the Platform’s marketing features in violation of applicable law (including the U.S. TCPA and CAN-SPAM Act and Canada’s Anti-Spam Legislation).
Customer will pay the subscription fees, Hardware prices and other charges set out in the Order Form or, where no Order Form applies, on our published pricing page at the time of purchase. Subscription fees, together with fees for any add-ons Customer selects (such as API access or additional modules), are billed in advance, monthly, quarterly or annually according to the plan selected, on the first day of each billing period; Hardware and other one-time charges are billed when ordered. Fees are stated in U.S. dollars unless the Order Form states otherwise, and are exclusive of sales, use, excise, GST, HST, QST, VAT and similar taxes, which Customer will pay in addition, except taxes on our net income. If Customer is required to withhold any tax, it will gross up the payment so that we receive the full fee.
Invoices are due on receipt. Customer may pay either (a) by credit or debit card kept on file in the Platform’s billing page, in which case Customer authorizes us and our card billing processor to charge it automatically for all fees when due — recurring subscription and add-on fees at the start of each billing period, prorated upgrade charges when an upgrade is made, Hardware and other one-time charges when ordered, and any amounts unpaid when a subscription ends — as set out in the Recurring Payment Authorization accepted when Customer subscribes, with a confirmation email to Customer’s billing contact after each charge and no advance notice of a scheduled recurring charge; or (b) by ACH or wire transfer initiated by Customer against the invoice we issue each billing period, paid in full by the due date, in the invoiced currency, with Customer bearing all bank and intermediary charges so that we receive the full invoiced amount. Where an invoice includes an electronic payment link, payments made through it are subject to the link provider’s terms. If a card charge fails, we may retry the payment method, and Customer may update it at any time on the billing page, in which case any failed amount will be charged to the new method immediately. Whatever the payment method, if any invoice remains unpaid 17 days after its due date, we will suspend Customer’s account: Users will be unable to log in, run sales or otherwise use the Platform until all past-due amounts are paid, after which access is restored on the existing billing cycle. Customer remains liable for fees accruing during a suspension caused by non-payment and for our reasonable costs of collection, including attorneys’ fees. Customer agrees to contact us to resolve any billing problem before initiating a chargeback or payment reversal.
We may change subscription fees on at least 45 days’ written notice. Where a change is required by law, regulation or a regulator, or results from other circumstances outside our reasonable control, we may give shorter notice, and will give as much notice as is practicable. A new fee applies from the first billing period that starts after the notice period ends. If Customer does not accept a fee change, it may cancel under Section B10.2.
Customer must notify us in writing of any disputed charge within 30 days of the invoice date, with the reason for the dispute; undisputed amounts remain payable when due.
Where we offer a free trial, it lasts 14 days from account creation unless the Order Form states otherwise, and no payment method is required to start it. A trial account is not converted to a paid subscription automatically: it expires at the end of the trial period unless Customer subscribes to a paid plan, and no fees are charged unless Customer does so. Trial accounts are provided as-is, are excluded from the availability target and warranties, and may be limited in features. Customer Data in an expired trial account is handled under Section B7.7.
Customer may upgrade or downgrade its plan or add-ons from the billing page. An upgrade takes effect immediately, and the difference in fees for the remainder of the current billing period, prorated by day, is charged immediately to the card on file or, for Customers paying by ACH or wire transfer, invoiced immediately; this applies to monthly, quarterly and annual plans. A downgrade takes effect at the start of the next billing period and is reflected on the next invoice; the current billing period is billed at the existing fee.
Except where this Agreement expressly provides for a refund, fees are non-refundable, and no refund or credit is given for partial periods, unused features or locations, or downgrades.
Where Customer purchases Hardware from us, title passes to Customer on payment in full, and risk of loss passes on delivery to the carrier. We pass through to Customer the manufacturer’s warranty for each item; we do not provide any warranty of our own on Hardware. Hardware that is defective on arrival may be returned within 30 days of delivery for repair, replacement or credit, in its original packaging and with our prior return authorization. Hardware is otherwise non-returnable. Where Hardware is purchased from a manufacturer, distributor or other third party, that party’s terms govern the sale and we are not a party to it. Customer is responsible for maintaining Hardware and for ensuring that it meets the Platform’s current system requirements.
The Platform connects to Third-Party Services selected or required by Customer. Each Third-Party Service is governed by its provider’s terms, and Customer authorizes us to exchange Customer Data with the provider as needed to operate the integration. We are not responsible for the availability, accuracy, performance, security or changes of any Third-Party Service, including any regulatory track-and-trace system, and any outage, delay or error caused by a Third-Party Service is excluded from the availability target and from our warranties.
Payment acceptance offered under the IndicaPay name is available to Customers in the United States only; we do not offer or integrate consumer payment processing in Canada. Where available, it is provided by independent payment processors and financial institutions. To use it, Customer must enter into and comply with the processor’s merchant agreement, which governs fees, settlement, chargebacks, reserves and regulatory requirements. IndicaOnline is not a bank, payment processor or money transmitter, does not hold, transmit or settle funds, and is not a party to Customer’s merchant agreement. Our role is limited to integrating the processor’s service with the Platform.
If Customer enables online ordering, we will publish Customer’s menu on the Sweede platform and route orders to Customer. Customer is responsible for the accuracy of its menu, pricing and availability, for fulfilling orders in compliance with Cannabis Laws, and for its customers’ experience. Consumers who use Sweede are subject to the Sweede Terms of Use and Privacy Policy published on sweede.io. Customer will not use Sweede or the Platform’s messaging features to send marketing to consumers without the consent required by applicable law.
Customer Data belongs to Customer. Customer grants us a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Data as necessary to provide the Platform and related services, to prevent or address service or security problems, to comply with law, and as otherwise permitted by this Agreement. We may use de-identified and aggregated data derived from Customer Data to operate, analyze and improve the Platform and to publish industry statistics, provided that the data does not identify Customer, any User or any individual.
For Consumer Data, Customer is the business, controller or organization responsible for the information under applicable privacy laws, and we act as Customer’s service provider, processor or third-party service provider. We will process Consumer Data only on Customer’s documented instructions, which include this Agreement and Customer’s use of the Platform’s features and settings. We will notify Customer if we believe an instruction violates applicable privacy law.
We will: (a) process Consumer Data only for the purpose of providing, securing, supporting and improving the Platform for Customer, and for no other purpose; (b) not sell Consumer Data, share or disclose it for advertising, use it to market to Customer’s customers, or combine it with personal information from other sources except as needed to provide the Platform; (c) keep Consumer Data confidential and ensure that our personnel who access it are bound by confidentiality obligations; (d) maintain the security measures described in Section B7.4; (e) engage subprocessors (including Amazon Web Services for hosting, our card billing processor, our invoicing and accounting platform, and providers of communications, support, analytics and security services, a current list of which is available from privacy@indicaonline.com) only under written terms that protect Consumer Data at least as well as this Section; (f) assist Customer, at Customer’s reasonable request, in responding to individuals’ requests to access, correct, delete or otherwise exercise rights over Consumer Data, and in meeting Customer’s security, assessment and breach-notification obligations, at Customer’s cost where the assistance goes beyond the Platform’s standard features; (g) treat medical cannabis identification card numbers and physician recommendation information as medical information under California Business and Professions Code section 26162.5, retaining and using it only as needed to provide the Platform and not disclosing it to any third party except at Customer’s direction or as required by law; (h) where Consumer Data includes consumer health data under Washington’s My Health My Data Act, Nevada’s consumer health data law or similar laws, process it only as Customer’s processor under this Agreement; and (i) provide, on Customer’s written request and not more than once in any 12-month period, written information reasonably necessary to verify our compliance with the confidentiality and security obligations in this Section.
We maintain administrative, technical and physical safeguards appropriate to the sensitivity of Customer Data, including encryption in transit and at rest, firewalls and network controls, role-based access, multi-factor authentication for administrative access, logging and monitoring, vendor due diligence and personnel training. Customer is responsible for the security of its own devices, networks, credentials and User conduct, and for configuring the Platform’s security settings.
If we become aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data in our possession (a “Security Incident”), we will notify Customer without undue delay and in any event within 72 hours after confirming the Security Incident, provide the information reasonably available to us about its nature and scope, and take steps to contain and remediate it. Customer is responsible for determining whether, and how, to notify affected individuals and regulators, and we will provide reasonable assistance. Our notification is not an admission of fault.
Customer Data for Customers located in the United States is hosted in Amazon Web Services data centers in the United States. Customer Data for Customers located in Canada is hosted in the Amazon Web Services Canada (Central) region located in Canada. Support, administration and certain subprocessing may be performed from the United States and other countries; for Canadian Customers, we use contractual and technical measures to provide a level of protection comparable to that required under Canadian law while Customer Data is accessed from outside Canada.
During the Term, Customer may export Customer Data using the Platform’s reporting and export features. After termination or expiry, we retain Customer Data, continue to protect it under this Section, and will make it available for export on Customer’s request. We are not a backup service; Customer is responsible for keeping copies of the records it is required to retain under Cannabis Laws.
If we receive a subpoena, warrant, regulatory demand or other legal request for Customer Data, we will, unless legally prohibited, notify Customer promptly so that Customer may seek protection, and will disclose only what is legally required.
Each party (“Recipient”) will keep confidential the non-public business, technical, financial and product information of the other party (“Discloser”) that it receives under this Agreement (“Confidential Information”), will use it only to perform this Agreement, and will disclose it only to its employees, contractors and advisers who need to know it and are bound by confidentiality obligations at least as protective as this Section. Customer Data is Customer’s Confidential Information; the Platform, its documentation, pricing and roadmap are our Confidential Information. Confidential Information does not include information that is or becomes public through no fault of Recipient, was known to Recipient before disclosure, is independently developed without use of the Discloser’s information, or is lawfully received from a third party without restriction. Recipient may disclose Confidential Information when required by law, after giving Discloser prompt notice (where legally permitted) and cooperating with efforts to limit the disclosure. These obligations continue for five years after termination, and indefinitely for trade secrets and Customer Data.
We and our licensors own all rights in the Platform, including all software, designs, documentation, improvements and derivative works, and all trademarks and names associated with it. Except for the rights expressly granted in this Agreement, Customer acquires no rights in the Platform. If Customer or its Users provide suggestions or feedback about the Platform, we may use them without restriction or compensation. Customer grants us the right to identify Customer as an IndicaOnline customer, including by using Customer’s name and logo in customer lists and marketing materials; Customer may withdraw this permission at any time by emailing privacy@indicaonline.com, and we will stop new uses within 30 days.
This Agreement starts when Customer accepts it and continues while Customer has an active subscription. Monthly subscriptions run for one month and renew automatically each month. Quarterly subscriptions run for three months and renew automatically for successive three-month periods. Annual subscriptions run for twelve months and renew automatically for successive twelve-month periods.
Customer may cancel a subscription by written notice by email to support@indicaonline.com from an administrative User’s address; verbal cancellation requests are not accepted. A monthly subscription is billed for one more billing period after notice is received: the next invoice issued on or after the day we receive the notice is the last one, and the account is deactivated on the billing date that follows it. A quarterly or annual subscription ends at the end of the current billing period if notice is received at least 30 days before that period ends; if notice is received later, the subscription renews and ends at the end of the renewed period. We may cancel any subscription by written notice to the administrative User at least 30 days before the end of the current billing period, in which case it ends at the end of that period. Fees for any billing period that has started are not refundable. When a subscription ends, the account is deactivated, all Users lose access, and any unpaid fees become due and are charged to the payment method on file or invoiced. Customer may reopen a cancelled account at any time by contacting us, in which case a new billing cycle starts and any applicable one-time fees apply.
Either party may terminate this Agreement on written notice if the other party materially breaches it and does not cure the breach within 30 days after notice, or immediately if the breach cannot be cured. We may suspend or terminate the Platform immediately on notice if Customer’s licence is suspended or revoked, if Customer uses the Platform in violation of Cannabis Laws or Section B3.4, if Customer’s account presents a security risk to the Platform or other customers, or as provided in Section B4.2.
On termination or expiry, Customer’s right to use the Platform ends, all unpaid fees for the period through the effective date become due, and Section B7.7 governs Customer Data. Sections B4, B7, B8, B9, B11, B12, B13 and B14 and any other provisions that by their nature should survive will survive.
THE PLATFORM, HARDWARE AND SERVICES ARE PROVIDED “AS IS,” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL ENSURE CUSTOMER’S COMPLIANCE WITH CANNABIS LAWS OR ANY OTHER LAW. Customer is responsible for the accuracy of data it enters and for verifying outputs before relying on them.
TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO: CUSTOMER’S PAYMENT OBLIGATIONS; CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION B13; A PARTY’S BREACH OF SECTION B8 (CONFIDENTIALITY); OR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN. Any claim arising out of this Agreement must be brought within one year after the cause of action accrues, to the extent applicable law permits this period to be shortened.
Customer will defend IndicaOnline and its affiliates, officers, directors, employees and agents against any third-party claim, including any claim or proceeding by a governmental or regulatory authority, arising out of or relating to Customer Data, Customer’s or its Users’ use of the Platform, Customer’s products, sales, deliveries and business operations, Customer’s violation of Cannabis Laws or other law (including privacy and consumer health data laws applicable to Consumer Data), or Customer’s breach of this Agreement, and will pay the damages, fines, penalties and costs finally awarded or agreed in settlement.
We will give Customer prompt notice of the claim, allow Customer to control the defence and settlement (provided that no settlement may impose obligations on us or admit fault on our behalf without our consent, not to be unreasonably withheld), and provide reasonable cooperation at Customer’s expense. We may participate with our own counsel at our own cost.
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Los Angeles County, California, and each party consents to their jurisdiction. Each party waives any right to a jury trial to the extent permitted by law. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
We may update this Agreement from time to time. We will give Customer at least 45 days’ notice of any material change by email to the administrative User or by notice in the Platform, and the change will take effect at the start of the first billing period that begins after the notice period ends. Where a change is required by law, regulation or a regulator, or results from other circumstances outside our reasonable control, we may give shorter notice, will give as much notice as is practicable, and the change will take effect on the date stated in the notice. Changes that relate only to new features take effect when published. Customer’s continued use of the Platform after a change takes effect constitutes acceptance; if Customer does not agree, it may cancel under Section B10.2.
Notices to us must be sent by email to support@indicaonline.com (with “Legal Notice” in the subject line) or by courier to U.S. Software Inc., 6464 Sunset Blvd., Suite 1100, Los Angeles, CA 90028, Attn: Legal. Notices to Customer may be sent to the email address of its administrative User or through the Platform. Customer consents to receive all notices, invoices and communications electronically, and agrees that electronic records satisfy any requirement that they be in writing.
Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, labour disputes, governmental action, failures of the internet, utilities or Third-Party Services, and denial-of-service or similar attacks.
Customer may not assign or transfer this Agreement, including by change of control or operation of law, without our prior written consent, which we will not unreasonably withhold for a transfer to a successor that holds the required licences. We may assign this Agreement to an affiliate or to a successor in a merger, acquisition or sale of assets, and may use subcontractors, remaining responsible for their performance.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and neither party may bind the other. There are no third-party beneficiaries of this Agreement.
Customer will not use or allow access to the Platform in violation of U.S. or Canadian export-control or sanctions laws.
This Agreement (including any Order Form and the Privacy Policy) is the entire agreement between the parties about its subject matter and supersedes all prior or contemporaneous agreements, proposals and communications. Terms in any Customer purchase order or other Customer document are void. If there is a conflict, the following order of precedence applies: (1) a signed Order Form, for the specific terms it addresses; (2) this Part B; (3) Part A; (4) the Privacy Policy; (5) our documentation.
If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. A waiver is effective only if in writing, and a failure to enforce a provision is not a waiver. An Order Form may be signed electronically and in counterparts.
A French version of these Terms is published on the Sites. For Customers in Québec, the French version was made available before Customer accepted these Terms. Where Customer has expressly chosen to be bound by the English version after having received the French version, the English version governs; otherwise, the French version governs for Customers in Québec. Les présentes conditions sont également publiées en français sur les Sites; pour les clients au Québec, la version française a été mise à leur disposition avant leur acceptation.
U.S. Software Inc. (d/b/a IndicaOnline)
6464 Sunset Blvd., Suite 1100, Los Angeles, CA 90028, United States
support@indicaonline.com · (888) 420-4207 · privacy@indicaonline.com (data and privacy matters)