TERMS & CONDITIONS OF SERVICE
BARSHIFT
PRESENTED WORLD TAVERN ENTERTAINMENT, LLC
TERMS OF USE:
BY CLICKING THE "REGISTER" BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS,
YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF BARSHIFT
PRESENTED BY WORLD TAVERN FRANCHISE CORPORATION'S ("BARSHIFT") ONLINE SERVICE, INCLUDING OFFLINE
COMPONENTS (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A
COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO
THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,
YOU MUST QUIT THE REGISTRATION PROCESS AND MAY NOT USE THE SERVICE.
Welcome
BarShift will provide you with use of the Service, including a browser interface
and data, transmission, access and storage. Your registration for, or use of, the Service
shall be deemed to be your agreement to abide by this Agreement including any materials
available on the BarShift website incorporated by reference herein, including but not
limited to BarShift's privacy policies.
1. Definitions and Interpretation
The following are the standard terms and conditions under which BarShift ("the Company")
supplies Services. These Terms and Conditions shall, unless otherwise expressly stated in writing,
apply to the subject matter of any agreement in respect thereof.
1.1 In these Terms and Conditions, unless the context otherwise requires,
the following expressions have the following meanings:
- "Agreement" - means any agreements entered into between the Company and a Customer to which these standard Terms and Conditions apply;
- "Customer" - means the individual, business, or other organization with whom the Company contracts;
- "Supplier" - means any supplier of Products or Services to the Company;
- "Products" - means computer software and associated software as a service that may be supplied by the Company; and
- "Services" - means any service supplied by the Company.
1.2 Any reference to a day or days refers to business days, which
does not include a weekend or public or bank holiday in the United States.
1.3 The headings in these Terms and Conditions are for convenience
only and shall not affect their interpretation.
2. Privacy & Security
BarShift's privacy and security policies may be viewed at:
www.barshift.com
BarShift reserves the right to modify its privacy and security policies in its
reasonable discretion from time to time.
3. License Grant & Restrictions
BarShift hereby grants you a non-exclusive, non-transferable, worldwide
right to use the Service, solely for your own internal business purposes, subject
to the terms and conditions of this Agreement. All rights not expressly granted to
you are reserved by BarShift and its licensors.
You may not access the Service if you are a direct competitor of BarShift, except
with BarShift's prior written consent. In addition, you may not access the Service for
purposes of monitoring its availability, performance or functionality, or for any other
benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute
or otherwise commercially exploit or make available to any third party the Service or the
Content in any way; (ii) modify or make derivative works based upon the Service or the
Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on
any other server or wireless or Internet-based device; or (iv) reverse engineer or access
the Service in order to (a) build a competitive product or service, (b) build a product
using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas,
features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not:
(i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
(ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material,
including material harmful to children or in violation of third party privacy rights;
(iii) send or store material containing software viruses, worms, Trojan horses or other
harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt
the integrity or performance of the Service or the data contained therein; or
(v) attempt to gain unauthorized access to the Service or its related systems or networks.
4. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall
abide by all applicable local, state, national and foreign laws, treaties and regulations
in connection with your use of the Service, including those related to data privacy,
international communications and the transmission of technical or personal data.
You shall: (i) notify BarShift immediately of any unauthorized use of any password
or account or any other known or suspected breach of security; (ii) report to BarShift
immediately and use reasonable efforts to stop immediately any copying or distribution
of Content that is known or suspected by you or your Users; and (iii) not impersonate
another BarShift user or provide false identity information to gain access to or use the Service.
5. Account Information and Data
BarShift does not own any data, information or material that you submit to
the Service in the course of using the Service ("Customer Data"). You, not BarShift,
shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or right to use of all Customer Data,
and BarShift shall not be responsible or liable for the deletion, correction, destruction,
damage, loss or failure to store any Customer Data. BarShift reserves the right to withhold,
remove and/or discard Customer Data without notice for any breach, including, without limitation,
your non-payment. Upon termination for cause, your right to access or use Customer Data immediately
ceases, and BarShift shall have no obligation to maintain or forward any Customer Data.
6. Intellectual Property Ownership
BarShift alone (and its licensors, where applicable) shall own all right, title and interest,
including all related Intellectual Property Rights, in and to the BarShift Technology, the Content
and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or
other information provided by you or any other party relating to the Service. This Agreement is
not a sale and does not convey to you any rights of ownership in or related to the Service,
the BarShift Technology or the Intellectual Property Rights owned by BarShift. The BarShift name,
the The BarShift logo, and the product names associated with the Service are trademarks of BarShift
or third parties, and no right or license is granted to use them.
You should assume that everything you see or read on the Site is proprietary information
protected by copyright or trademark unless otherwise noted, and may not be used except as provided
in this Agreement or with the written permission of BarShift. Nothing posted on this Site grants a
license to any BarShift trademarks, copyrights or other intellectual property rights, whether by
implication, estoppel or otherwise.
7. Third Party Trademarks
Trademarks displayed on this Site not owned by BarShift are the property of their respective
owners, who may or may not be affiliated with BarShift. Nothing contained on this Site should be
construed as granting any license or right to use any third party trademarks without the written
permission of such third party that may own the trademarks. Your use of the trademarks, or any other
content on the Site, except as provided herein, is strictly prohibited. We ask that you respect
these rights.
8. Charges and Payment of Fees
Charges are monthly. You shall pay all fees or charges to your account in accordance with
the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.
Payments for the service must be made immediately upon receipt of a Request for Payment
electronically or as indicated in the applicable service contract between you and BarShift.
All payment obligations are non-cancellable and all amounts paid are non-refundable.
You are responsible for paying for all User Accounts you have created. BarShift reserves the
right to modify its fees and charges and to introduce new charges at any time, upon at least
30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are
confidential, and you agree not to disclose them to any third party.
9. Billing and Renewal
BarShift charges and collects monthly for use of the Service. BarShift will automatically
issue an invoice for each month upon receipt of payment. Fees for other services will be charged
on an as-quoted basis. BarShift's fees are exclusive of all taxes, levies, or duties imposed by
taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
You agree to provide BarShift with complete and accurate billing and contact information.
This information includes your legal name or company name, street address, and e-mail address.
10. Non-Payment and Suspension
In addition to any other rights granted to BarShift herein, BarShift reserves the right to
suspend or terminate this Agreement and your access to the Service if your account becomes
delinquent. Delinquent invoices are subject to interest of 10.0% per month on any outstanding
balance, or the maximum permitted by law, whichever is less, plus all expenses of collection.
If you or BarShift initiates termination of this Agreement, you will be obligated to pay the
balance due on your account computed in accordance with the Charges and Payment of Fees section
above.
BarShift reserves the right to impose a reconnection fee in the event you are suspended
and thereafter request access to the Service. You agree and acknowledge that BarShift has no
obligation to retain Customer Data and that such Customer Data may be irretrievably deleted
if your account is 30 days or more delinquent.
11. Termination upon Expiration
This Agreement commences on the Effective Date. The Initial Term shall be on a month-to-month
basis or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay
for the Service by completing the registration form. Upon the expiration of the Initial Term, this
Agreement will automatically renew on a month-to-month basis or as otherwise mutually agreed upon
in writing, at BarShift's then current fees. Either party may terminate this Agreement, by
notifying the other party in writing at least 30 days prior to the date of the requested
termination; provided, however, fees already paid for a given month shall not be refunded
and Users in arrears are required to pay any outstanding balance owed to the company even
after termination of this Agreement.
12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the BarShift Technology or
Service will be deemed a material breach of this Agreement. BarShift, in its sole discretion,
may terminate your password, account or use of the Service if you breach or otherwise fail to
comply with this Agreement. You agree and acknowledge that BarShift has no obligation to retain
the Customer Data, and may delete such Customer Data, if you have materially breached this
Agreement, including but not limited to failure to pay outstanding fees, and such breach
has not been cured within 30 days of notice of such breach.
13. Representations & Warranties
BarShift cannot guarantee that the Site or its content is error free and BarShift makes no
representations about the technical accuracy or functionality of the Site or that the Content
is accurate, error free or up to date.
THIS SITE IS PROVIDED BY BARSHIFT ON AN "AS IS" AND "AS AVAILABLE" BASIS. BARSHIFT MAKES
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR INTELLECTUAL PROPERTY. YOU EXPRESSLY AGREE THAT
YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. BARSHIFT DOES NOT WARRANT THAT THE INFORMATION
IN THIS SITE IS ACCURATE, RELIABLE, UP TO DATE OR CORRECT, THAT THIS SITE WILL BE AVAILABLE
AT ANY PARTICULAR TIME OR LOCATION OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND BARSHIFT MAY MAKE
CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT BARSHIFT, ASSUME THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE
USE OF THIS SITE OR ITS CONTENT. BARSHIFT MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL
NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS
IN SUCH CONTENT.
14. Indemnification
You agree to indemnify and hold BarShift, its licensors and each such party's parent
organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents
harmless from and against any and all claims, costs, damages, losses, liabilities and expenses
(including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging
that use of the Customer Data infringes the rights of, or has caused harm to, a third party;
(ii) a claim, which if true, would constitute a violation by you of your representations and
warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement,
provided in any such case that BarShift (a) gives written notice of the claim promptly to you;
(b) gives you sole control of the defense and settlement of the claim (provided that you may not
settle or defend any claim unless you unconditionally release BarShift of all liability and
such settlement does not affect BarShift's business or Service); (c) provides to you all available
information and assistance; and (d) has not compromised or settled such claim.
15. Disclaimer of Warranties
BARSHIFT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE
RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS
OF THE SERVICE OR ANY CONTENT. BARSHIFT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT
(A) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN
COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET
YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR
(E) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY
ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY BARSHIFT
AND ITS LICENSORS.
16. Internet Delays
BARSHIFT'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BARSHIFT IS NOT
RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
17. Limitation of Liability
NEITHER BARSHIFT, ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS AND EMPLOYEES, NOR
ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE IS LIABLE FOR ANY DIRECT,
INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS TO, OR USE OF,
THE SITE OR THE OPERATION OF THE SITE OR FAILURE OF THE SITE TO OPERATE. IN NO EVENT SHALL BARSHIFT
BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL,
DAMAGES OR ANY DAMAGES WHATSOEVER, EVEN IF BARSHIFT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT
OF OR IN CONNECTION WITH THE USE, INABILITY TO USE OR PERFORMANCE OF THE INFORMATION, SERVICES,
PRODUCTS AND MATERIALS AVAILABLE FROM THIS SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOUR ACCEPTANCE OF THIS LIMITATION OF LIABILITY
IS AN ESSENTIAL TERM OF THIS AGREEMENT AND THE PARTIES ACKNOWLEDGE THAT BARSHIFT WOULD NOT GRANT
ACCESS TO THE SITE WITHOUT YOUR AGREEMENT TO THIS TERM.
18. Proper Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of North
Carolina. Any dispute concerning it or its interpretation shall be adjudicated in that Jurisdiction.
19. Notice
BarShift may give notice by means of a general notice on the Service, electronic mail
to your e-mail address on record in BarShift's account information, or by written communication
sent by first class mail or pre-paid post to your address on record in BarShift's account
information. Such notice shall be deemed to have been given upon the expiration of 48 hours
after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after
sending (if sent by email). You may give notice to BarShift (such notice shall be deemed
given when received by BarShift) at any time by any of the following: certified message
from your BarShift user account to info@BiggerCrowds.com or a letter delivered by nationally
recognized overnight delivery service or first class postage prepaid mail to
WORLD TAVERN FRANCHISE CORPORATION.
5607 NC-55, DURHAM,
NORTH CAROLINA 27713.
5607 NC-55, DURHAM,
NORTH CAROLINA 27713.
20. Modification to Terms
BarShift reserves the right to modify the terms and conditions of this Agreement or
its policies relating to the Service at any time, effective upon posting of an updated version
of this Agreement on the Service. You are responsible for regularly reviewing this Agreement.
Continued use of the Service after any such changes shall constitute your consent to such changes.
21. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of BarShift.
Any purported assignment in violation of this section shall be void. Any actual or proposed
change in control of you that results or would result in a direct competitor of BarShift
directly or indirectly owning or controlling 50% or more of you shall entitle BarShift to
terminate this Agreement for cause immediately upon written notice.
Thank you for using the BarShift Services. If you have any questions or comments,
please contact us at info@BiggerCrowds.com.
Last Modified: October 31, 2015