This Remote Access Agreement becomes effective when the Client Accepts the Terms and Conditions listed below.
NCBP sells and services point of sale (POS) systems; the Client is a user of NCBP's POS systems; the Client desires that certain persons have remote access to its POS system; and NCBP is willing to utilize Remote Access for the benefit of the Client in accordance with this Agreement;
THEREFORE, in consideration of the foregoing and the agreements herein contained, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Remote Access. NCBP may utilize Remote Access to support the Client's POS System(s), provided that the Client has accepted the Terms and Conditions of this agreement.
2. Remote Monitoring. NCBP may utilize information from a remote software agent(s) that report system data and service information proactively from your system. Acceptance of this agreement acknowledges and approves of the use of this remote reporting tool on your point-of-sale system.
3. Limitation of Liability. NCBP 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 and hold NCBP harmless from 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.
4. 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.
5. 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.
6. Law Governing. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota, without regard to the choice of law principles of the State of Minnesota or of any other jurisdiction.
7. 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.
8. 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.
9. 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.
