This Remote Access Agreement (the “Agreement”) is made between Crimson Solutions, LLC d/b/a POS Nation (the “Company”) and the customer seeking technical support from POS Nation (the “Client”).
WHEREAS, the Company sells and services point of sale systems;
WHEREAS, the Client is a user of the Company’s point of sale systems;
WHEREAS, the Client desires that certain persons to have remote access to its point of sale system ("POS System"); and WHEREAS, the Company is willing to grant remote access to such persons for the benefit of Client in accordance with this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Remote Access. The Company maintains a system which allows remote access to the Client’s POS System ("Remote Access"). Provided that the Client has entered into and is then covered by Technical Support Agreement and hardware Warranty and/or POS Nation Rental Agreement (the "POS Nation Support Plan"), the Company will allow Remote Access to those persons from time to time authorized by the Client in writing as being allowed to have Remote Access. As of today, the Client authorizes the Company to allow Remote Access to all Company's employees and contractors tasked with providing remote technical support to Client. The Client further agrees to allow the Company to maintain active Remote Access with the Client in order for the Company to provide more expedited service to the Client. The Client shall have the right from time to time, upon not less than three (3) days prior written notice to the Company to authorize the Company to prohibit Remote Access to any person which the Client had previously authorized for Remote Access; provided, however, that the Client shall not have the right to limit Remote Access by the Company’s employees. The Company shall have the right from time to time to alter the means for Remote Access, including, without limitation, designating the means of access and user names/numbers and passwords.
2. Limitation of Liability. The Company shall have no liability to the Client of any nature whatsoever arising or resulting from or connected with the access to, use of, or the denial of access to or use of, Client’s POS System via Remote Access, provided that such access, use, or denial of access or use has been authorized by Client in accordance with this Agreement. Client shall indemnify, defend, and hold the Company harmless from, and reimburse the Company for, any loss, fee, cost, expense, damage, liability or claim (including, without limitation, reasonable attorneys’ fees and costs) arising out of, based upon, or resulting from the access to, use of, or the denial of access to or use of, Client’s POS System via Remote Access which has been authorized by Client in accordance with this Agreement.
3. Term and Termination; Survival. This Agreement shall commence as of the date hereof, and may be terminated at any time by either party upon not less than thirty (30) days prior written notice given by the terminating party to the other. Upon the effective date of the termination of this Agreement, all persons then authorized by the Client to have Remote Access (other than the employees of the Company) shall cease to have Remote Access. The Company shall have the right to deny Remote Access to any person at any time and without notice to the Client if the Client is not covered by a POS Nation Support Plan. The obligations of the Client under Section 2 above shall forever survive the termination of this Agreement.
4. Notices. All notices hereunder shall be given in writing via registered or certified mail, return receipt requested, postage pre-paid, or overnight courier, addressed to the parties as follows: If to the Company:
3021-B Griffith St.
Charlotte, NC 28203
All notices and communications given hereunder shall be effective and deemed given, if mailed, on the date of receipt, as evidenced by the acknowledgment of receipt issued with respect thereto by the applicable postal authorities and, if delivered by overnight courier, on the date of receipt, as evidenced by the signed acknowledgment of receipt of the person to whom such notice or communication shall have been addressed, as applicable.
5. Amendment. This Agreement may not be amended or modified except by a writing signed by the parties.
6. Assignment. This Agreement may not be assigned by the Client without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
7. Attorneys’ Fees. In the event of any dispute between the parties arising from or relating to this Agreement, the prevailing party in such dispute shall be entitled to recover from the non-prevailing party its reasonable attorneys’ fees and costs arising from or related to such dispute.
8. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, or arrangements.
9. Law Governing. This Agreement shall be governed by and construed in accordance with the internal laws of the State of North Carolina, without regard to the choice of law principles of the State of North Carolina or of any other jurisdiction.
10. Waiver. No failure by either party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder by either party preclude any other or future exercise of that right or any other right hereunder by that party.
11. Severability. If for any reason any portion of this Agreement shall be held invalid or unenforceable, the same shall not affect any other portion hereof, and the remaining portions hereof shall remain in full force and effect.
12. Headings. The headings contained in this Agreement are for convenience of reference only, and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent, of this Agreement or any provision hereof.
13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
Client consents to click the button below to agree to the terms and conditions of this Remote Access Agreement.