General Services Agreement
PikaPoint General Services Agreement
Pikapoint and CUSTOMER.
Thank you for choosing our service and your interest in Pikapoint.
This General Services Agreement (The “Agreement”) is between Pikapoint sites, applications, and online services (The “Service”) with the Customer, governed by Categen Inc.. (Collectively, “Categen”, “Pikapoint”, “us”, “we”, or “our”). Please read the GSA carefully before accepting or using our Service. Both parties agree as follows:
By clicking “I agree” in a box, indicating your acceptance or using the service, and registering a document that references this Agreement, you: (1) agree to these conditions and terms to this Agreement, (2) understand this Agreement and bind the Customer to this Agreement. If you do not agree with this Agreement or any part of the terms, you will not and should not use or access the Service .
As we continuously improve our Services, this GSA might be subject to change at any time. In such a case, we may not be able to give notice, but will make reasonable effort to notify any Customer before any changes. You should consult and we encourage you to view any change every time you use the Service, access the Website. If you continue to use the Service and access the Website after any change, that means you agree and accept the new version.
1. Services
Service Orders: The Service Order, from the Customer, is subject to this Agreement. This Agreement will control any conflict of Service Order, or any specific provision that will be superseded by particular provision of Service Order.
Support: We will provide sufficient support based on the Service Order, when the Customer makes payment of all Fees, compliance, and obligation with this Agreement.
Changes: Any change (the “Change”) of Service Order is requested, any time, by either party. However, the change must be mutually accepted, and then signed by both parties with a written form that is prepared by Us.
Access to the Services: We (“Us, Categen, Pikapoint”) will provide the Customer a right that is non-transferable, non-exclusive, and non-sublicense during Service Order in order to use the Services. However, the access will solely be used for the Customer’s business purposes only with any Limitation after compliance and the Customer’s payment of any fee.
2. Restrictions
Use Restriction: The Customer do not, and will not authorize any third parties (other parties) to: (1) allow the third parties to use the Services; (2) violate limitation of this Agreement; (3) use the Services to provide service to third parties; (4) decompile, reverse engineer, modify or any other attempt to discover the source code, structure, algorithms, and ideas, related to the Services; (5) disable any technical function of the Services, especially Security; (6) remove the labels of Services (for example: “Power by Categen”, “Copyrighted Pikapoint”); (7) use the Services in a manner that could potentially violate the Applicable Law of any Jurisdiction.
3. Responsibilities
Customer system with back-ups: The Customer is responsible to maintain the security of its system or equipment, and also ensure that their systems and equipment are compatible with the Services. We do not hold any liabilities for failure to perform and back up of Customer Data. We will only provide recommendations for the Customer to perform the best.
Authorized Users: For any Authorized Users or Accounts, the Customer is responsible for all of the actions or inactions by it’s permission to access and use the Services. The Customer is also liable for maintaining control over those Users and Accounts, regarding confidentiality, login credentials, and all activities that occur in or on the systems.
4. Data
License: As long as the Customer uses the Services, we will be granted a non-exclusive, royalty-free, fully-paid, and worldwide license to store,transfer,host,display,produce, modify, create, distribute, and refine Customer Data to later develop, and utilize the Services for the Customer.
Usage of Data: We may analyze, collect, copy, process, use, disclose, and reproduce different aspects of Data from the performance of the Service or any related technological systems for any purpose, specially: (1) improving our Services to develop a new better products, functions, or features for the Customer; (2) following the regulation or judicial action of government.
5. Payment
Taxes: The Customer will bear all duties of taxes and other federal or government charges, related to the Services, Softwares, Hardwares, or any other costs.
Payment Processing: We use Stripe (“Stripe Inc.”) and Bambora ("Worldline")to process most of the online payment. The Customer hereby agrees with Stripe Terms of Service or Bambora ("Worldline") Terms of Service, which may change from time to time. The Customer will agree to give accurate information and authorize US for the use, rated to Customer’s payment processing services through Stripe or Bambora.
Incorrect payment: The Customer will have at most 30 days (1 month) to contact or notify US the error after the closing date if the Customer finds the incorrect error in billing in order to receive credit,cash, or adjustment. Otherwise, the dispute will be waived in such cases.
Fees and Payment: The Customer will pay Us all fees, described in the Service (the “Fee”). Unpaid amount or late payment will result in a financial charge of 2% monthly on any outstanding balance, or any rate that is permitted by applicable law plus all the debt collection expense with immediate ceasing of the Services. Payment will be made in CAD (Canadian Dollar)
6. Ownership
Customer Data: We do not hold any rights to Customer Data, except for granted rights in this agreement. The Customer will have all the rights and title to the Customer Data.
IP: The Services, Usage of data, and all other Intellectual Property is owned by Us (“we”, “Pikapoint”, “Categen Inc.”). Our IP rights are protected by international copyright law and any other Applicable Law in any Jurisdiction. There is no transfer clause in this Agreement, and the Customer will not hold any right toward our Intellectual Properties.
Confidentiality: Each party will protect, and will not use Confidential Information to disclose to the third party, except those who need to know in order to perform the obligation in this Agreement. According to the Responsibilities section, either party will hold liabilities for their owned Authorized User or Accounts for their actions or inactions. The Agreement does not apply with respect to the Confidential Information that must be disclosed by Federal, Provincial, State, and Applicable Law.
7. Implementation
Customer Obligations: The Customer will: (1) perform all obligations required under the terms; (2) provide resources that are mentioned in Service Order; (3) support and cooperate with Us for implementation of Services; (4) agree to use the Main Service. We only provide other services for the Customer only if they use the Main Service. If the Implementation is performed on the third-party software and hardware,the Customer must ensure and warrant that they obtain all the rights to allow us to do so. The Customer also must ensure proper health insurance, safety precautions in place to protect our employees, staff, agents, and contractors. If the Customer fails to perform the obligation, the Service Implementation will be delayed or negatively affected.
Mutual Trademark License: Licensor will have to grants the Licensee the right to use trademarks, logos, names and trade names to perform such activities that are mentioned and allowed in this Agreement
Publishing: All website applications or mobile applications of the Service developed by Categen Inc. will be published under Our account for applicable stores, and follow the store’s terms and conditions. In special case, if the application must be published under Customer’s account, the Customer must make sure to grant our account with Admin functions in order to perform our Service
Attribution Requirements: The Service will present our presence all the time, such as the phrase “powered by Categen” and “powered by Pikapoint”. The format of placement will be identified by us.
Performance: We will ensure to performan all the requirements of Implementation to the Customer in time, according to the Service Order. If any delays occur because of Customer’s failure or non-complying obligation, we may extend the performance. In such cases, we will not hold any responsibility for any costs or expenses, and the Customer may pay extra fees if needed. Also, we will not be liable for the delay or failure due to any reason beyond our control.
8. Termination
Termination: We will terminate or suspend the Agreement immediately with written notice to the Customer without any cure period if the Customer tries, and violates or has any attempt to breach the terms of this Agreement, especially IP rights and Confidential Information.
Effect of Termination: the termination of a single service will not terminate other services under this Agreement. However, termination of this Agreement or the Main Service will immediately cease all activities of all Services, including the licenses and rights of the Customer to use the Services.
Post-Termination Obligations: After termination period, we may, but are not obligated, delete the Customer Data. We will not refund any fees that the Customer pays for the Service or implementation of the Service. The Customer may pay all the outstanding balance that they owe under this Agreement.
9. Warranties and Disclaimer
Mutual Warranties: Each party ensures and warrants that: (1) the performance of this Agreement will not violate the laws of any jurisdiction; (2) no third party intervention is required to perform this Agreement; (3) both parties understand this Agreement and agree to execute or follow the terms.
Customer Warranties: the Customer warrants to us that: (1) the Customer has the necessary rights and resources to empower Us (“we”,”Pikapoint”, “Categen Inc.”) to use the Customer Data based on the terms in this Agreement; (2) the Customer will follow applicable law to use the Services.
Pikapoint Warranties: We warrant to our Customer that we will perform in the best manner, meeting the industry standard. Also, we will make sure the Services and Implementation run properly.
Disclaimer: We will not promise any other warranties that are not described under “Warranties and Disclaimer” sections. We ensure that our performance will meet the Industry Standard, but it might not meet the Customer’s expectation. Our implementation and Service might have defects and errors that might result in interruption of services.
10. Limitation of Liability
Exclusion of Damages: Neither we nor our suppliers are liable for any consequential loss suffered or incurred by you or any third party arising from the use or inability to use PikaPoint, our website, or any other services provided by Us or the materials in PikaPoint, even if we or an authorized representative has been notified, orally or in writing, of the possibility of such damage.
Damage Cap: Our total liability related to this Agreement will not exceed the total amount that the Customer pays to Pikapoint during three months immediately preceding the event which is the cause of liability.
Applicability: Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to the Customer.
Basis: We, our materials, and on our website are provided on an 'as is' basis. To the extent permitted by law, Categen makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property, or other violation of rights.
11. Hardware and Service
Hardware: The Customer might purchase hardware from Us or from other third-party providers who provide compatible hardwares for the Service. We do not warrant or support the third-party Hardware, whether or not the Hardware is recommended or certified by Us. The responsibility ,risk of losses, and Title will be passed to the Customer upon our delivery.
Service: The Customer may make available third-party services or products for us to perform integration, plugins, mobile applications connection, and related services. We do not warrant or support the third-party Service, whether or not the third-party services are recommended or certified by Us.
12. Definitions
“IP Rights or Intellectual Property Rights” means all the right of our patents, trademarks, copyrights, trade secrets, and any other intellectual property, application, or any proprietary
“Confidential information” means
“Service Order” means any order with physical document or online ordering regarding the Services that we provide under this Agreement.
“Main Service” means the service of ordering online, and listing on our websites, including pick-up service, delivery service, scanning service, and loyalty program
“Documentation” means any documentation or document which is related to the Services
“Limitation” means any limitation on the use of the Services
“Service” mean any services, products, software, applications, and website that we offer and define clearly in the Service Order
“Authorized Users” means any employee,representative, agent, and contractors of the Customer who use the services
“Us, we, Our” means Categen Inc., the company that owns all the Pikapoint’s assets, IPs, works, application, and website.
“Customer Data” means all the data that the Customer upload to register or use the Services such as contents, trademarks, logos, pictures, items, address, hours, and related data. The data that is, migrated from other third-party platforms or other service providers, also considered as “Customer Data” and “Confidential Information”, such as delivery date, pick-up date, and financial information
“Applicable Law” means all the federal, provincial, state, local, international law or any regulation, that is applicable to a certain area for either party to follow under this Agreement
“Implementation” means all the implementation, setting up, onboarding, training, consulting, configuring, showing, making the specific Service available to the Customer.
“Confidential Information” means information exchange between both parties. Customer’s Confidential Information includes Customer Data and all other non-public information. Our Confidential information includes the non-public data toward pricing, performance, features, new updates, functionalities of the Services, and sensitive private information.
Contact Us
For any questions or concerns regarding GSA, you may contact and notice us by written form using the following details:
Categen Support
Please also carefully read “Terms of Service” and “Privacy Policies”