1. Acceptance of Terms

By accessing or using CellPoint Pro Services, you agree to these Terms. If you use the Services for a business, you represent that you have authority to bind that business.

2. Definitions

“Services” means CellPoint Pro software, website, and related services. “Users” means authorized individuals using the Services for a customer. “Customer Data” means business and customer information submitted through the Services.

3. Services

CellPoint Pro provides the Services identified in applicable order forms, subscriptions, or service agreements. Additional services may be subject to separate written terms.

4. Service Availability and Support

CellPoint Pro may perform maintenance, updates, and support activities. Availability can be affected by maintenance, internet connectivity, third-party services, customer equipment, or events outside reasonable control.

5. Account Registration and Account Security

Customers must provide accurate account information, limit access to authorized Users, protect credentials, and promptly report suspected unauthorized account use.

6. License / Right to Use the Software

During an active subscription, CellPoint Pro grants a limited, non-exclusive, non-transferable, non-sublicensable right for authorized Users to use the software for the customer’s internal business operations.

7. Acceptable Use and Restrictions

Users may not copy, resell, sublicense, reverse engineer, improperly access, introduce malicious code into, interfere with, or use the Services in violation of law or to build a competing product or service.

8. Customer Content and Customer Data

Customers retain rights in their Customer Data. Customers are responsible for its accuracy, legality, and permissions. Customers grant CellPoint Pro the rights reasonably necessary to provide, maintain, secure, and improve the Services.

9. Intellectual Property

CellPoint Pro and its licensors retain all rights in the Services, software, documentation, and related intellectual property. Feedback may be used to improve the Services without obligation.

10. Fees, Subscriptions, Taxes and Payment

Fees, subscription terms, taxes, and payment obligations are governed by applicable order forms, invoices, or subscription agreements. CellPoint Pro may suspend Services for overdue amounts as permitted by those agreements.

11. Suspension and Termination

CellPoint Pro may suspend or terminate access for non-payment, material breach, security risks, unauthorized use, or as otherwise permitted by applicable agreements or law.

12. Data Return / Data Deletion Following Termination

Following termination, access to the Services ends. Data return and deletion are subject to applicable service agreements, technical capabilities, legal obligations, and CellPoint Pro data-retention practices.

13. Warranty Disclaimer

To the extent permitted by law, the Services are provided “as is” and “as available.” CellPoint Pro does not warrant uninterrupted, error-free, secure, or defect-free operation.

14. Third-Party Products and Services

Third-party products, integrations, and payment processors may be subject to separate terms. CellPoint Pro is not the payment processor unless expressly stated in a separate written agreement.

15. Limitation of Liability

To the maximum extent permitted by law, CellPoint Pro is not liable for indirect, incidental, special, punitive, consequential, or lost-profit damages arising from use of or inability to use the Services.

16. Indemnification

Customers agree to defend and indemnify CellPoint Pro against third-party claims arising from their misuse of the Services, customer data, business operations, or violation of these Terms or applicable law.

17. Confidentiality

Each party must protect the other party’s non-public confidential information using reasonable care and use it only to perform obligations under the applicable agreement.

18. Notices and Electronic Communications

CellPoint Pro may provide notices electronically, including by email, account notification, or through the CellPoint Pro website. Customers are responsible for maintaining current contact information.

19. Force Majeure

Neither party is responsible for delay or failure caused by events beyond its reasonable control, including outages, disasters, labor disruptions, governmental action, or network failures.

20. Amendments / Changes to Terms

CellPoint Pro may update these Terms by posting a revised version on the CellPoint Pro website. Continued use after an update takes effect constitutes acceptance to the extent permitted by law.

21. Entire Agreement

These Terms and applicable order forms or written service agreements constitute the complete agreement concerning the Services and supersede prior discussions on that subject.

22. Assignment

Customers may not assign their rights or obligations without CellPoint Pro’s prior written consent, except where permitted by an applicable written agreement.

23. Severability

If a provision is held unenforceable, the remaining provisions remain effective and the invalid provision will be interpreted as closely as permitted by law.

24. Waiver

A waiver of any provision must be in writing and does not waive any other provision or future enforcement.

25. Governing Law and Dispute Resolution

Any governing law, venue, and dispute-resolution provisions applicable to the Services will be addressed in the applicable customer agreement or Order Form.

26. General Provisions

Headings are for convenience only. These Terms do not create an agency, partnership, or joint venture unless expressly stated in a written agreement.