Legal

Terms and Conditions

1. Definitions

• “Authorized Users”: Employees, consultants, or agents authorized by Customer to access the Services.
• “Customer Data”: All electronic data or information submitted by Customer to the Service.
• “Service”: The Guppers SaaS platform and associated professional services provided by PocoPoints Inc.
• “SLA”: The Service Level Agreement defining uptime and support standards.

2. Provision of Service

2.1 License Grant

Subject to the terms of this Agreement, PocoPoints Inc. grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use Guppers during the Term solely for Customer’s internal business operations.

2.2 Access and Security

Customer is responsible for maintaining the confidentiality of all login credentials. Customer shall notify PocoPoints Inc. immediately of any unauthorized use of any password or account.

3. Customer Obligations and Restrictions

Customer shall not:

• Reverse engineer, decompile, or disassemble the Service.
• Use the Service to store or transmit infringing, libelous, or otherwise unlawful material.
• Interfere with or disrupt the integrity or performance of the Service.
• Access the Service to build a competitive product or service.

4. Fees and Payment

4.1 Subscription Fees

Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are based on services purchased and not actual usage.

4.2 Invoicing and Payment

Invoices are generally due within 30 days of the invoice date. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law.

4.3 Taxes

Fees do not include any taxes (VAT, sales tax, etc.). Customer is responsible for paying all taxes associated with its purchases hereunder.

5. Proprietary Rights

5.1 PocoPoints Inc. Ownership

PocoPoints Inc. retains all rights, title, and interest in and to Guppers, including all related intellectual property rights. No rights are granted to Customer other than as expressly set forth herein.

5.2 Customer Data

Customer retains ownership of all Customer Data. Customer grants PocoPoints Inc. a limited license to host, copy, and display Customer Data solely to provide the Service to Customer.

6. Confidentiality

Each party agrees to protect the “Confidential Information” of the other party using the same degree of care it uses for its own similar information. Confidential Information shall not include information that is publicly known or independently developed without access to the other party’s information.

7. Data Protection and Privacy

PocoPoints Inc. shall maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data. PocoPoints Inc. will process all personal data in accordance with its Privacy Policy and applicable data protection laws (e.g., GDPR, CCPA).

8. SMS Messaging Terms

These terms apply when you provide a mobile number and opt in to receive text messages from Guppers. By opting in, you agree to receive SMS messages as described below.

8.1 Types of Messages

We send SMS messages for two-factor authentication, account notifications, and security alerts to help users securely access and manage their accounts.

8.2 Message Frequency

Message frequency varies based on your account activity, login frequency, and individual account settings.

8.3 Message and Data Rates

Message and data rates may apply, depending on your mobile carrier and plan.

8.4 Opt-Out and Help

• STOP: Reply STOP to any message to opt out of SMS messages.
• HELP: Reply HELP for assistance. You will be directed to our help email, info@guppers.com.

8.5 No Sharing of Mobile Information

Mobile information will not be shared with third parties or affiliates for marketing or promotional purposes. Text messaging originator opt-in data and consent will not be shared with any third parties. See our Privacy Policy for details.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each party represents that it has the legal power to enter into this Agreement.

9.2 Performance Warranty

PocoPoints Inc. warrants that the Service will perform substantially in accordance with the documentation provided.

9.3 Disclaimer

Except as expressly provided herein, PocoPoints Inc. excludes all warranties, whether express, implied, or statutory, including the implied warranties of merchantability and fitness for a particular purpose.

10. Limitation of Liability

In no event shall PocoPoints Inc.’s aggregate liability arising out of or related to this Agreement exceed the total amount paid by Customer hereunder in the twelve (12) months preceding the incident. Neither party shall be liable for any indirect, special, incidental, or consequential damages (including loss of profits or data).

11. Term and Termination

11.1 Term

This Agreement commences on the date Customer first accesses the Service and continues until all subscriptions hereunder have expired or have been terminated.

11.2 Termination for Cause

Either party may terminate this Agreement if the other party breaches a material term and fails to cure such breach within 30 days of written notice.

11.3 Effect of Termination

Upon termination, Customer’s right to access the Service will immediately cease. PocoPoints Inc. will make Customer Data available for export for 30 days following termination, after which it may be deleted.

12. Governing Law

This Agreement shall be governed by the laws of the State of New York, United States, without regard to its conflict of law principles. Any disputes shall be resolved in the courts located in Queens, Little Neck.

13. Miscellaneous

• Entire Agreement: This document constitutes the entire agreement between the parties.
• Assignment: Neither party may assign this Agreement without prior written consent, except in the event of a merger or acquisition.
• Amendments: PocoPoints Inc. reserves the right to modify these terms upon 30 days’ notice for future subscription terms.

Contact Information

For questions regarding these terms, please contact: