Corporate Payroll Services End-User License Agreement

This End-User License Agreement (“EULA”) is an agreement between Adaptable Systems Corporation dba Corporate Payroll Services (“CPS”) for the downloading and/or usage of the CPSGo mobile application (“Mobile App”) and any other person or entity (“User”) who uses the Mobile App or downloads the Mobile App from Google Play, the Apple App Store or any other location.

This EULA governs User’s acquisition and use of CPS’s Mobile App.

Please read this EULA carefully before downloading or using CPS’s Mobile App. It provides a license to use the Mobile App and contains warranty information and liability disclaimers.

The individual accepting this EULA represents that it has the authority to bind User and its affiliates to these terms and conditions. If User does not agree with the terms and conditions of this EULA, do not install or use the Mobile App.

This EULA shall apply only to the Mobile App supplied by CPS. The terms of this EULA apply to any CPS updates, supplements, Internet-based services, and support services for the Mobile App, unless other terms accompany those items on delivery. If so, those terms apply.

License Grant

CPS hereby grants User a nontransferable, nonexclusive, revocable license to use the Mobile App on User’s devices in accordance with the terms of this EULA.

User is permitted to download the Mobile App on an iOS Mobile App, iOS Tablet, Android Mobile App and Android Tablet under User’s control. User is responsible for ensuring User’s device meets the minimum requirements of the Mobile App.

User is not permitted to:

Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Mobile App;
Permit the whole or any part of the Mobile App to be combined with or become incorporated in any other Mobile App;
Decompile, disassemble or reverse engineer the Mobile App or attempt to do any such things;
Reproduce, copy, distribute, resell or otherwise use the Mobile App for any commercial purpose;
Allow any third party to use the Mobile App on behalf of or for the benefit of any third party;
Transmit to or install on any system, on which the Mobile App is installed, any virus, malware, trojan horse, or other disruptive or harmful Mobile App or data;
Use the Mobile App anywhere outside of the United States of America or its territories;
Use the Mobile App in any way which breaches any applicable local, national or international law; or
Use the Mobile App for any purpose which CPS considers a breach of this EULA.

Intellectual Property and Ownership

CPS shall at all times retain ownership of the Mobile App as originally downloaded by User and all subsequent downloads of the Mobile App by User. The Mobile App (and the copyright, and other intellectual property rights of whatever nature in the Mobile App, including any modifications made thereto) are and shall remain the property of CPS.

CPS reserves the right to grant licenses to use the Mobile App to third parties. In the event of any third-party claim that the Mobile App or the User’s possession and use of the Mobile app infringes that third party’s intellectual property rights, CPS will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

Maintenance and Support

CPS may provide maintenance and support for the Mobile App, but has no obligation to furnish
such services to User. Without providing the User advance notice, CPS has the right to deploy
changes, updates, or enhancements to the Mobile App at any time.

User acknowledges that no other party has any obligation whatsoever to furnish any
maintenance and support services with respect to the Mobile App.

Termination

This EULA is effective from the date User first uses the Mobile App and shall continue until terminated. User may terminate this EULA at any time upon written notice to CPS. Please note that removing the Mobile App from User’s device may not cancel User’s service or delete User’s data. If User wants to cancel User’s service, please contact CPS to do so.

This EULA will also terminate immediately if User fails to comply with any term outlined in this EULA. Upon such termination, the licenses granted by this EULA will immediately terminate, and User agrees to stop all access and use of the Mobile App. The provisions which by their nature continue and survive will survive any termination of this EULA.

Legal Compliance

User represents and warrants that:

- User is not located in a country which is subject to a U.S. Government embargo, or that
  has been designated by the U.S. Government as a “terrorist supporting” country; and
- He/she is not listed on any U.S. Government list of prohibited or restricted parties.

Governing Law

This EULA, and any dispute arising out of or in connection with this EULA, shall be governed by and construed in accordance with the laws of the state of Georgia, United States.

Disclaimer of Warranties and Product Claims

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CPS AND ITS SUPPLIERS PROVIDE TO USER THE MOBILE APP, AND ANY SUPPORT SERVICES RELATED TO THE MOBILE APP (“SUPPORT SERVICES”) AS IS AND WITH ALL FAULTS; AND CPS AND ITS SUPPLIERS HEREBY DISCLAIM WITH RESPECT TO THE MOBILE APP AND SUPPORT SERVICES ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS OF OR RELATED TO: TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, QUIET ENJOYMENT AND QUIET POSSESSION. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE MOBILE APP AND ANY SUPPORT SERVICES REMAINS WITH USER.

CPS is responsible for and will address any claims received from the User or any third party relating to the Mobile App or User’s possession and/or use of the Mobile App, including, but not limited to:

Product liability claims;
Any claim the Mobile App fails to conform to any applicable legal or regulatory requirement; and
Claims arising under consumer protection, privacy or similar legislation.

Exclusion of Incidental, Consequential, and Certain Other Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CPS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE MOBILE APP OR THE SUPPORT SERVICES, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IF CPS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability and Remedies

NOTWITHSTANDING ANY DAMAGES USER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF CPS AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND USER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY USER FOR THE MOBILE APP OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

Please direct any questions, complaints or claims with respect to the Mobile App to:

By email: privacy@cpsgo.com
By mail: Corporate Payroll Services
Attention: Privacy Policy
230 Scientific Drive, St 100
Peachtree Corners, GA 30092
By phone: (770) 446-7289

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EULA template for Mobile V4 | Last Update: 11/21/2022