End User License Agreement

This End User License Agreement (“Agreement”) governs access to and use of the CloudAgg scale ticketing and inventory platform, including its web application, kiosk and driver interfaces, and related services (together, the “Service”), provided by CloudAgg (“CloudAgg”, “we”, “us”). By creating an account, signing in, or using the Service, you agree to this Agreement on behalf of yourself and, if you are using the Service for a company, on behalf of that company (the “Customer”). If you do not agree, do not use the Service.

1. The Service

CloudAgg provides cloud-based scale ticketing, inventory, pricing, invoicing, and reporting software for aggregate and bulk-material operations, delivered as a subscription over the internet. We may improve, add, or modify features of the Service over time; we will not materially reduce the core functionality of a paid subscription during its term.

2. License and access

Subject to this Agreement and payment of applicable fees, CloudAgg grants the Customer a limited, non-exclusive, non-transferable right for its authorized users to access and use the Service during the subscription term, for the Customer's internal business operations. This is a subscription to an online service, not a sale of software — no source code, and no rights other than those stated here, are granted.

3. Accounts and responsibilities

• The Customer's administrators control which users, roles, and permissions exist in their account, and are responsible for keeping that access current — including removing users who leave.
• Users must keep credentials confidential. Accounts and PINs (including kiosk PINs) are for the assigned individual or vehicle only.
• The Customer is responsible for the accuracy of the data it enters and for activity that occurs under its accounts.
• You must notify us promptly at info@cloudagg.com if you suspect unauthorized access to your account.

4. Fees and payment

The Service is billed as a subscription at the rates agreed at signup or in your order form. Fees are due as invoiced, are stated exclusive of applicable taxes, and are non-refundable except where required by law or expressly agreed. We may suspend access for accounts with overdue balances after reasonable notice.

5. Customer Data

• You own your data. All business records the Customer enters or generates in the Service — tickets, weights, customers, products, prices, invoices, payments, reports (“Customer Data”) — belong to the Customer.
• Our license to it. The Customer grants CloudAgg the rights needed to host, process, transmit, back up, and display Customer Data solely to provide and support the Service.
• Export. The Customer can export its data through the Service's reporting and export functions, and may request an export upon termination as described in Section 11.
• Privacy. Personal information is handled as described in our Privacy Policy.

6. Acceptable use

You agree not to:

• use the Service in violation of law, or to store or transmit unlawful or infringing material;
• probe, scan, or test the vulnerability of the Service, or attempt to access another customer's data;
• reverse engineer, copy, resell, sublicense, or provide the Service to third parties as a service bureau;
• interfere with the integrity or performance of the Service, or use it to build a competing product;
• share access credentials or circumvent user, role, or permission controls.

7. Third-party services and integrations

The Service can connect to third-party products the Customer chooses to enable — for example, QuickBooks Online or Sage for accounting sync, or supported scale hardware. Your use of a third-party product is governed by that provider's own terms (for QuickBooks Online, Intuit's terms of service; for Sage, Sage's terms of service), and you authorize CloudAgg to exchange data with it on your behalf as needed to operate the integration. CloudAgg is not responsible for third-party products, their availability, or changes to their interfaces, though we will make reasonable efforts to keep supported integrations working.

8. Intellectual property

CloudAgg and its licensors own the Service, including its software, design, and documentation, and all related intellectual property rights. Feedback you provide about the Service may be used by CloudAgg without obligation. No rights are granted except as expressly stated in this Agreement.

9. Availability, support, and changes

We work to keep the Service available around the clock, with maintenance scheduled to minimize disruption where practical. Support is available at info@cloudagg.com. We may update this Agreement from time to time; material changes will be communicated to Customer administrators, and continued use of the Service after a change takes effect constitutes acceptance.

10. Disclaimers and limitation of liability

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDAGG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CUSTOMER REMAINS RESPONSIBLE FOR ITS OWN REGULATORY, TAX, AND WEIGHTS-AND-MEASURES COMPLIANCE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, AND CLOUDAGG'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO A PARTY'S FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE LIMITED BY LAW.

11. Term, suspension, and termination

• This Agreement applies for as long as the Customer maintains a subscription. Either party may terminate on written notice if the other materially breaches this Agreement and fails to cure within thirty (30) days.
• We may suspend access immediately where necessary to protect the Service or other customers — for example, in response to a security incident or a serious violation of Section 6 — and will restore access once the issue is resolved.
• Upon termination, the Customer's access ends. For a period of thirty (30) days after termination, we will make Customer Data available for export on request, after which we will delete it from active systems as described in the Privacy Policy.

12. Governing law

This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to its conflict-of-law rules, and the parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario. If you are subscribing under a signed order form or master agreement with CloudAgg, that document controls where it conflicts with this Agreement.

13. Contact

Questions about this Agreement can be sent to info@cloudagg.com. We have teams in Toronto, Ontario and Dallas, Texas.