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dezi End User License Agreement

Last Modified: Jan 1, 2024

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS BETWEEN THE COMPANY YOU REPRESENT (“YOU” OR “YOUR”) AND mKonnekt LLC (“COLLECTIVELY, “LICENSOR”, “WE” OR “OUR”). IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF THE COMPANY YOU REPRESENT. THIS AGREEMENT GOVERNS YOUR USE OF THE “DEZI” SOFTWARE APPLICATION (THE “APP”). BY CLICKING “ACCEPT” OR OTHERWISE DOWNLOADING, INSTALLING, COPYING OR USING THE APP, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT

AUTHORIZED TO DOWNLOAD, INSTALL, COPY OR USE THE APP.

Changes to Terms. You acknowledge and agree that Licensor may, in its sole discretion, modify the terms of this Agreement (including any instructions, policies or guidelines referenced herein) at any time, with or without prior notice to you, and such modifications shall become effective immediately upon our posting of the amended terms here. You are responsible for checking for updates to this Agreement. Any modifications to this Agreement will only affect your and our respective rights and obligations from the “Last Modified” date and thereafter. Your continued use of the App after the last modified date of this Agreement shall constitute your acceptance of the amended terms. If you do not agree with the amended terms, you must immediately cease using the App.
The App
The App is designed to enable you to participate in Licensor’s or any of its affiliates’ scan data program(s) (the “Program”) and to provide to Licensor the Pre-Authorized Data Elements (as defined in Section 8.2 below) in connection with your participation in such Program.
The App would be installed on your PoS system in order to apply the right discounts as well as to report the transactions with discounts
Licensor grants you a limited, non-exclusive, non-transferrable, non-sublicensable, non assignable, revocable license during the Term (defined below) of this Agreement to access and use the App, including any updates, modifications, enhancements and related documentation provided to you by Licensor, within the United States for the sole purpose of participating in the Program. You shall not otherwise use, distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from the App, or attempt to derive the source code for the App. Except as expressly set forth in this Agreement, this license does not grant you any rights to Licensor's, its affiliates’ or any third party's patents, copyrights, trademarks, service marks, logos, trade dress, or any other intellectual property rights (collectively, “Intellectual Property Rights”). Licensor, its affiliates and their licensors reserve all right, title, interest, and license (express or implied) in connection with the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.
Licensor may, in its sole discretion, change features or functionality within the App, or release subsequent releases or versions of the App and require you to obtain and use such current releases or versions. Licensor may choose not to support older versions of the App. The App may update automatically from time to time, and you may be required to accept these automatic updates as a condition of continuing to use the App. Licensor may perform maintenance on the App, which may result in service interruptions, errors or delays from time to time and Licensor will not be liable for any damages resulting from such service interruptions, errors or delays.
You may provide, or Licensor may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (collectively, “Ideas”). By submitting any Ideas, you agree that (1) you claim no rights in them; and (2) Licensor has no obligation to notify or compensate you in connection with their disclosure or use. You release Licensor, its affiliates and their third parties from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.
Additional Terms
Your participation in the Program is governed by additional or separate terms, conditions and policies in place between you and Licensor or its affiliate (collectively, the “Program Agreement”). This Agreement does not modify or amend the terms of the Program Agreement. In case of any conflict between the terms and conditions of this Agreement and the Program Agreement, this Agreement shall control solely in connection with your use of the App.
If the App is installed on hardware or a platform provided to you by respective PoS systems or any of its affiliates (collectively, “PoS Systems”), your use of that PoS system hardware or platform is governed by additional or separate terms and conditions between you and Pos System (“PoS system Agreement”) and you are responsible for reviewing and complying with such terms and conditions when using the App.
Fulfillment Policy
The App is provided to you based on the contract with Altria, RJR or ITG Brands
Once you download the App from the PoS System market place contact our support agent either by calling us or emailing us with your location details
The App license would be activated once the payment is processed based on the Fees listed in Section 5
In case You want to cancel the App, you have to uninstall the App from your PoS system and reach out to our Customer Support to stop the payments
Fees
The App is provided to you in consideration for your participation in the Program and your payment of the applicable fees conveyed by the Licensor to you during any App installs and upgrades. You shall pay Licensor a monthly fee for your use of the App, which will be automatically collected through the payment method you select during set-up or upgrade for the App. You are responsible for payment of all sales, use, excise, or similar taxes imposed by federal, state, or local tax authority (excluding taxes based on Licensor's income). You must notify Licensor of any billing errors within 120 days from when such error appears on your invoice, after which time period you release Licensor from all liability for Losses (defined below) resulting from these errors.
The monthly fees is collected upfront at the time of installation of the App and is collected on a monthly basis
Your Responsibilities
You are solely responsible for obtaining all equipment and services, including without limitation any hardware, and Internet connectivity, necessary to access and use the App.
You agree to comply with the requirements of any user documentation in connection with your use of the App and all other standard instructions that Licensor may provide to you.
You will not use the App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scripts or other programs; or infringe Intellectual Property Rights.
You must comply fully with all applicable export laws and regulations to ensure that you do not, directly or indirectly, export or re-export the App or any technical data related to the App in violation of such laws and regulations. You represent and warrant that you are (i) not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and (ii) not listed on any U.S. government list of prohibited or restricted parties.
In case you want to terminate the agreement, you will inform mKonnekt either through email or by calling the support line. At the same time you will be responsible for uninstalling the App from your PoS system
Term. This Agreement shall become binding and effective on the first date that you download or install the App or otherwise accept this Agreement and will continue until terminated by either party in accordance with this Agreement (“Term”). For clarity, this Agreement will automatically terminate upon: (a) the expiration or termination of (i) the Program Agreement, or (ii) the PoS System Agreement; or (b) your breach of this Agreement.
Suspension, Termination.
Licensor may, in its sole discretion for any reason and without prior notice to you, suspend or limit your right to access and use the App; stop (permanently or temporarily) providing the App (or any functionality or feature of the App) to you; prohibit or restrict your use of the App for any reason; or terminate this Agreement and your use of the Agreement. Suspension of access or termination of the Agreement will not waive or affect any right or relief to which Licensor may be entitled at law or in equity.
Upon the termination of this Agreement, you will no longer be authorized to access the App or otherwise use any of the functionality or features of the App. Licensor reserves the right to require you to delete or uninstall the App from your PoS System or other device and to archive or otherwise delete any data associated with your use of the App.
Compliance; Use of Data
You agree to comply with all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental or industry requirements currently in effect and as they become effective (collectively, “Laws”) in connection with your use of the App and performance under this Agreement.
You authorize (i) the App, during the Term, to access and obtain any or all of the Pre Approved Data Elements through the PoS system API, and (ii) PoS system to enable such access through the PoS System API. As used herein, “Pre-Approved Data Elements” means the following scan data categories collected by you (or by PoS System hardware on your behalf) at the point of sale: Store Account Number, Unit of Measure, Week Ending Date, Quantity Sold, Store Telephone, Transaction Date, Consumer Units, Transaction Time, Multi-Unit Indicator, Sales ID Code, Multi-Unit Required Quantity, Product Grouping Code, Store Number, Multi-Unit Discount Amount, Product Grouping Name, Store Name, Retailer-Funded Discount Name, Store Address, Retailer-Funded Discount Amount, Store City, Store State, Store Zip + 4 Code, Category, Manufacturer Name, MFG Deal Name, SKUCode, UPCCode, FinalSalesPrice, SKU/UPC Description
You authorize Licensor and its affiliates to use, process, store, disclose, commercialize and otherwise process such Pre-Approved Data Elements for any purpose related to the Program. This right shall survive any termination of this Agreement.
You agree to obtain any consents or permissions required under applicable Laws to enable Licensor and its affiliates to use the Pre-Approved Data Elements in accordance with this Agreement. If requested by Licensor, you agree to reasonably assist Licensor, its affiliates and PoS System, as applicable, with their compliance with applicable legal obligations, or their defense against any claims or investigations, in either case, in any way related to your use of the App. You shall promptly notify Licensor in writing if you cannot comply with your obligations under this Agreement, in which case you shall use best efforts to remedy the situation.
You represent, warrant and covenant that you will not do or fail to do, or cause or permit anything to be done or omitted to be done, that may cause or otherwise result in a breach by Licensor, its affiliates or by PoS System of applicable Laws.
Account. You will be required to register for an account with Licensor to use the App. You will provide Licensor with accurate information when setting-up your account, and will maintain your account with current information. You are responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You are responsible for and must notify Licensor of any unauthorized access to, disclosure, use, or alteration of your account.
Disclaimer; Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY RELATED TO THE APP OR YOUR ACCOUNT, AND LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION. LICENSOR DOES NOT REPRESENT OR GUARANTEE THAT THE APP WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND LICENSOR DISCLAIMS ANY LIABILITY RELATING THERETO. YOU ARE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM. LICENSOR IS NOT RESPONSIBLE FOR ANY DISCLOSURES, MODIFICATIONS, DELETIONS, OR OTHER ERRORS THAT ARISE IN CONNECTION WITH YOUR USE OF THE APP DUE TO ITS INTERACTION WITH OTHER APPLICATIONS OR THEIR CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ANY BREACH OR FAILURE TO COMPLY WITH YOUR OBLIGATIONS UNDER THIS AGREEMENT, AND THE CONSEQUENCES THEREOF.
You will defend, indemnify and hold harmless Licensor, its affiliates and their respective partners and affiliates, along with the directors, officers, employees and agents of any of them, including but not limited to their respective representatives or licensors (collectively, “Indemnified Parties”) from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), including enforcement actions by any applicable data protection authority or other regulator (collectively, “Losses”), arising out of or in connection with: (i) your violation of this Agreement or applicable Laws; (ii) your use or misuse of the App, including any assertions that your use of the App infringes any Intellectual Property Right of a third party or defames any person or violates their rights of publicity or privacy; (iii) your failure to maintain reasonable security in connection with the App, or (iv) any information security incident or similar, arising from your action or inaction. Licensor may assume the defense of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third-party claims involving more than the payment of money without Licensor's written consent.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER LICENSOR NOR ANY OF THE OTHER INDEMNIFIED PARTIES WILL BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, BUSINESS, REVENUE OR PROFITS OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE OPERATION OR PERFORMANCE OF THE APP OR ANY MATERIAL INSTALLED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. LICENSOR’S AND THE OTHER INDEMNIFIED PARTIES’ MAXIMUM LIABILITY, COLLECTIVELY, TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE AGREEMENT OR THE APP IS LIMITED TO THE TOTAL FEES PAID BY YOU TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT LEADING TO THE CLAIM. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY OTHER REMEDIES AVAILABLE TO YOU FAILS OF ITS ESSENTIAL PURPOSE.
Electronic Notices. Licensor may communicate with you by e-mail, by phone or by posting notices in the App. You consent to receive notices and communications from Licensor electronically and agree that all notices and communications that Licensor provides you electronically satisfy any legal requirement that such communications are in writing, unless mandatory applicable laws specifically require a different form of communication. You may communicate with Licensor by contacting the customer support at dezi.support@mkonnektmail.com
Governing Law. This Agreement, including its subject matter and formation, is governed by the laws of the State of Texas, without regard to its conflict of laws principles.
General
You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.
This is the entire agreement between the you and us governing your use of the App, and supersedes any prior agreements related to your use of the App.
Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect.
Licensor is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them.
You and we are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
You may not assign this Agreement without Licensor's written consent; however, Licensor may assign this Agreement without notice to you or your consent.
Any provision of this Agreement that by its nature must survive termination of this Agreement to give it full effect shall survive.

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dezi.support@mkonnektmail.com