Terms and conditions
General Terms and Conditions for the Use of the Software
1. Purpose of the Agreement
The purpose of these General Terms and Conditions of Use (the “Agreement”) is to define the terms and conditions governing access to and use of the software (the “Software”) provided by Logiciels Panza Inc., a corporation duly incorporated under the laws of Quebec and registered with the Quebec Enterprise Register under number 1178421989 (“Panza”).
2. Acceptance of Terms
By accessing, installing, or using the Software, the user (the “User”) acknowledges having read, understood, and agreed to be bound by this Agreement without reservation.
3. Grant of License
Subject to compliance with this Agreement and payment of applicable fees, Panza grants the User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Software solely for the User’s internal business purposes.
The User shall not:
copy, modify, or create derivative works of the Software
reverse engineer, decompile, or attempt to extract the source code
resell, lease, sublicense, or otherwise distribute the Software
4. Subscription and Fees
Access to the Software is provided on a subscription basis and is subject to monthly fees.
Fees are billed in advance on a monthly basis, unless otherwise specified in writing. All fees are non-refundable unless otherwise required by applicable law.
Panza reserves the right to modify its fees upon prior notice to the User.
5. Payment Terms
The User agrees to pay all applicable fees in accordance with the terms specified in the applicable service agreement or invoice.
Failure to make timely payment may result in suspension or termination of access to the Software.
6. Payment Processing Disclaimer
Panza does not process payments directly. Payment transactions are processed by third-party providers, including but not limited to Clover.
Panza shall not be held liable for:
payment processing errors
declined transactions
chargebacks or fraudulent transactions
delays in fund transfers
7. User Responsibilities
The User agrees to:
use the Software in compliance with all applicable laws and regulations
maintain the confidentiality and security of account credentials
be solely responsible for all activities conducted under their account
ensure the accuracy and integrity of all data entered into the Software
maintain appropriate backups of their data
8. Data Usage
Panza processes data solely for the purpose of providing the Software and related services.
Panza may use anonymized and aggregated data for analytical and service improvement purposes. Under no circumstances will Panza sell the User’s data.
9. Third-Party Services
The Software may integrate with third-party services, including Clover.
Panza shall not be responsible for:
the availability, reliability, or performance of such third-party services
any modifications to third-party APIs or systems
any data processing carried out by third parties
10. Service Availability
The Software is provided on an “as is” and “as available” basis.
Panza does not guarantee uninterrupted, secure, or error-free operation of the Software and may, at its discretion, suspend access for maintenance, updates, or other operational reasons without prior notice.
11. Limitation of Liability
To the fullest extent permitted by applicable law, Panza shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to:
loss of profits
loss of revenue
loss of data
business interruption
In all cases, Panza’s total cumulative liability shall not exceed the total amount paid by the User in the three (3) months preceding the event giving rise to the claim.
12. Indemnification
The User agrees to defend, indemnify, and hold harmless Panza, its officers, directors, employees, and affiliates from and against any claims, damages, losses, liabilities, and expenses arising out of:
the User’s use of the Software
any breach of this Agreement
any violation of applicable laws or regulations
13. Suspension and Termination
Panza reserves the right to suspend or terminate the User’s access to the Software, without prior notice, in the event of:
non-payment of fees
suspected fraud, abuse, or misuse
violation of this Agreement
The User may terminate their subscription at any time, subject to applicable billing terms.
14. Intellectual Property
The Software and all its components, including but not limited to text, graphics, logos, and code, are the exclusive property of Panza and are protected by applicable intellectual property laws.
No rights are granted to the User other than those expressly set forth herein.
15. Inventory and Tax Disclaimer
Panza shall not be responsible for inventory discrepancies, stock inaccuracies, or tax calculations.
The User is solely responsible for compliance with all tax laws and reporting obligations.
16. Modifications to the Agreement
Panza reserves the right to modify this Agreement at any time. Any modifications will be communicated to the User by appropriate means.
Continued use of the Software following such modifications constitutes acceptance of the revised Agreement.
17. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the applicable laws of Canada.
Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of the Province of Quebec, judicial district of Montreal.
18. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, communications, and understandings.
