NCR Voyix Customer Portal User Agreement
Terms & Conditions for using the NCR Voyix Customer Portal
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By clicking “I Agree” or by using the NCR Voyix Customer Portal (“NCRV Customer Portal”), you agree to the terms and conditions of this User Agreement (“Agreement”). You further agree that this Agreement forms a legally binding contract between “you” and NCR Voyix Corporation (“NCR Voyix”), and that this Agreement constitutes a writing signed by you under applicable law. You represent that you have been authorized by NCR Voyix and your employer to access NCRV Customer Portal. This Agreement is subject to change by NCR Voyix without prior notice (unless prior notice is required by law), by posting of the revised Agreement on the NCR Voyix website where you access and use NCRV Customer Portal. Please carefully read these terms.
1. Access to NCR Voyix Customer Portal
1.1 In order to use NCRV Customer Portal, you must have executed a legally binding agreement with NCR Voyix to purchase NCR Voyix products.
1.2 You agree to provide true, accurate, and complete registration information and to maintain and promptly update your information as applicable.
1.3 You authorize NCR Voyix, directly or through third parties, to make any inquiries NCR Voyix considers necessary to validate your registration. This may include verifying the information you provide against third party databases.
1.4 NCR Voyix may assign multiple accounts when needed for proper system access, pilot programs, lab testing, or other purposes.
1.5 You may not reveal your account password to anyone else, and you may not use anyone else’s password to access NCRV Customer Portal. NCR Voyix is not responsible for losses incurred by you resulting from the misuse of any account passwords.
1.6 Your rights under this Agreement will continue so long as you remain an NCR Voyix customer or approved third party provider, unless they are earlier terminated pursuant to this Agreement. NCR Voyix may deny, restrict, suspend, or terminate your access to NCRV Customer Portal at any time, with or without notice, at its sole discretion.
1.7 Upon termination, all rights and licenses granted by NCR Voyix to you will cease, and you will stop using NCRV Customer Portal.
1.2 You agree to provide true, accurate, and complete registration information and to maintain and promptly update your information as applicable.
1.3 You authorize NCR Voyix, directly or through third parties, to make any inquiries NCR Voyix considers necessary to validate your registration. This may include verifying the information you provide against third party databases.
1.4 NCR Voyix may assign multiple accounts when needed for proper system access, pilot programs, lab testing, or other purposes.
1.5 You may not reveal your account password to anyone else, and you may not use anyone else’s password to access NCRV Customer Portal. NCR Voyix is not responsible for losses incurred by you resulting from the misuse of any account passwords.
1.6 Your rights under this Agreement will continue so long as you remain an NCR Voyix customer or approved third party provider, unless they are earlier terminated pursuant to this Agreement. NCR Voyix may deny, restrict, suspend, or terminate your access to NCRV Customer Portal at any time, with or without notice, at its sole discretion.
1.7 Upon termination, all rights and licenses granted by NCR Voyix to you will cease, and you will stop using NCRV Customer Portal.
2. Electronic Communications
2.1 You agree and warrant that you have access to the Internet and a current functional e-mail address. Although NCR Voyix will take reasonable steps to contact you based on information that you have provided, NCR Voyix will not be liable for any undelivered e-mail communications or any costs you incur for maintaining Internet access and an e-mail account.
2.2 You agree not to use NCRV Customer Portal to send unsolicited e-mail, usenet, message board postings, or similar methods of mass messaging.
2.3 You will not use, nor will you permit any third party to use, the NCRV Customer Portal to upload, post, or otherwise transmit any data that (a) is deceptive, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or otherwise objectionable; (b) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (c) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; (d) constitutes unsolicited or unauthorized advertising or promotional materials, including but not limited to junk mail, spam, chain letters, and pyramid schemes; (e) is designed to access or monitor any material or information on any NCR Voyix system using any manual process or robot, spider, scraper, or other automated means; (f) violates privacy or other laws; or (g) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, impose an unreasonable or disproportionately large load on, or limit the functionality of any computer hardware or software or telecommunications equipment.
2.2 You agree not to use NCRV Customer Portal to send unsolicited e-mail, usenet, message board postings, or similar methods of mass messaging.
2.3 You will not use, nor will you permit any third party to use, the NCRV Customer Portal to upload, post, or otherwise transmit any data that (a) is deceptive, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or otherwise objectionable; (b) you do not have a right to transmit under any law or under contractual or fiduciary relationships; (c) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party; (d) constitutes unsolicited or unauthorized advertising or promotional materials, including but not limited to junk mail, spam, chain letters, and pyramid schemes; (e) is designed to access or monitor any material or information on any NCR Voyix system using any manual process or robot, spider, scraper, or other automated means; (f) violates privacy or other laws; or (g) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, impose an unreasonable or disproportionately large load on, or limit the functionality of any computer hardware or software or telecommunications equipment.
3. Confidential Inforamtion
3.1. “Confidential Information” means information and materials first disclosed through oral, written, visual, sample, electronic, or other means by one party (the “Discloser”) to the other (the “Recipient”) which is reasonably related to this Agreement or use of NCRV Customer Portal, and which is either clearly identified as confidential when disclosed, or is of a nature such that Recipient knows or should know it to be confidential. Confidential Information does not include information that: (a) was possessed or known by Recipient without any confidentiality obligations prior to receipt under this Agreement; (b) becomes publicly available through no act or omission of Recipient; (c) is furnished to Recipient by a third party where Recipient does not know and reasonably does not believe it to be subject to use or disclosure restrictions; or (d) is independently developed by or for Recipient without breach of this Agreement.
3.2 For a period of three years from the date of first disclosure (except with respect to trade secrets, including source code, which are subject to potentially indefinite obligations in accordance with applicable law), and notwithstanding termination of this Agreement, Recipient will: (a) not use Confidential Information other than as required to carry out its rights or obligations under this Agreement or similar purchasing process; (b) exercise the same degree of care in protecting Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (c) not disclose Confidential Information to any person, except to those of its affiliates, and its and their employees and contractors, who have a legitimate need to know it, and who are obligated to protect any disclosed Confidential Information under terms no less protective than those contained in this Section; and (d) promptly notify Discloser upon discovery of any unauthorized use or disclosure of Confidential Information and cooperate with Discloser to mitigate any adverse consequences. Subject to its compliance with this Section, either party may develop or improve any product or service. A party will be liable for any failure of its affiliates, and its and their employees and contractors, to comply with obligations in this Section as if the failure was its own act or omission.
3.3 A disclosure by Recipient of Confidential Information required pursuant to any judicial or governmental proceeding will not constitute a breach of this Section if, to the extent permitted under the circumstances, Recipient has first given Discloser notice and opportunity to protect such Confidential Information by protective order or other means, and discloses only that portion which it is legally required to disclose.
3.4 Notwithstanding termination or expiration of this Agreement, and upon written request, Recipient will promptly return or destroy all copies of Confidential Information, except for electronic copies which Recipient may retain in accordance with its standard data retention policies and applicable law, and which will remain subject to this Section.
3.5 Either party may disclose that NCR Voyix is your vendor and that you are an NCR Voyix customer, the general type of products you have acquired from NCR Voyix, the overall aggregate value of an order, and a general description of the nature of the intended deployment of products covered by an order.
3.2 For a period of three years from the date of first disclosure (except with respect to trade secrets, including source code, which are subject to potentially indefinite obligations in accordance with applicable law), and notwithstanding termination of this Agreement, Recipient will: (a) not use Confidential Information other than as required to carry out its rights or obligations under this Agreement or similar purchasing process; (b) exercise the same degree of care in protecting Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (c) not disclose Confidential Information to any person, except to those of its affiliates, and its and their employees and contractors, who have a legitimate need to know it, and who are obligated to protect any disclosed Confidential Information under terms no less protective than those contained in this Section; and (d) promptly notify Discloser upon discovery of any unauthorized use or disclosure of Confidential Information and cooperate with Discloser to mitigate any adverse consequences. Subject to its compliance with this Section, either party may develop or improve any product or service. A party will be liable for any failure of its affiliates, and its and their employees and contractors, to comply with obligations in this Section as if the failure was its own act or omission.
3.3 A disclosure by Recipient of Confidential Information required pursuant to any judicial or governmental proceeding will not constitute a breach of this Section if, to the extent permitted under the circumstances, Recipient has first given Discloser notice and opportunity to protect such Confidential Information by protective order or other means, and discloses only that portion which it is legally required to disclose.
3.4 Notwithstanding termination or expiration of this Agreement, and upon written request, Recipient will promptly return or destroy all copies of Confidential Information, except for electronic copies which Recipient may retain in accordance with its standard data retention policies and applicable law, and which will remain subject to this Section.
3.5 Either party may disclose that NCR Voyix is your vendor and that you are an NCR Voyix customer, the general type of products you have acquired from NCR Voyix, the overall aggregate value of an order, and a general description of the nature of the intended deployment of products covered by an order.
4. Intellectual Property Matters
4.1 Subject to the terms of this Agreement, NCR Voyix grants you a limited, personal, non-exclusive, non-transferrable, non-sublicenseable, revocable license during the term of this Agreement solely to access, use and communicate through NCRV Customer Portal in the United States.
4.2 NCR Voyix reserves all rights not expressly granted. You may not: (a) use, copy, modify, distribute, or display any aspect of NCRV Customer Portal or any information or data you receive through NCRV Customer Portal; (b) disclose, rent, loan, or transfer any information or data about or received from NCRV Customer Portal to any other party; or (c) combine NCRV Customer Portal or any information or data about or received from NCRV Customer Portal with any other materials. You may not use NCRV Customer Portal for any other purpose, nor may you decompile, reverse assemble, derive a source code equivalent of, or otherwise reverse engineer NCRV Customer Portal.
4.3 NCR Voyix does not grant you any right to use any trademark or trade name of NCR Voyix (including the name “NCR Voyix”). You will not remove any of NCR Voyix’s trademarks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to NCRV Customer Portal and related documentation, without the prior express written consent of NCR Voyix. You will duplicate all such proprietary rights notices on each copy of NCRV Customer Portal and related documentation permitted to be made hereunder.
4.4 You hereby grant to NCR Voyix a non-exclusive, transferable, sublicenseable, royalty-free, fully-paid up, perpetual, irrevocable, worldwide license under any and all intellectual property (including any patents, copyrights, trade secrets, or any other intellectual property rights) you own or have the right to license to (a) use, host, store, copy, modify, distribute, perform, and display any information or materials (including software) posted on NCRV Customer Portal by or for you (“User Content”), and (b) make, have made, use, offer to sell, sell, lease, distribute, import, export, provide, and otherwise dispose of any products, systems, or solutions, and practice any methods or processes, described in, performed by, or related to any User Content.
4.5 NCR Voyix will own any improvements, modifications, enhancements, extensions, or derivatives you may make to, or that are based on, NCRV Customer Portal or any information or data about or received from NCRV Customer Portal, and all associated intellectual property rights.
4.6 You may choose, or NCR Voyix may invite you, to provide comments, suggestions, corrections, modifications, or improvements related to NCRV Customer Portal or any information or data about or received from NCRV Customer Portal (“Feedback”). NCR Voyix will presume you provide Feedback voluntarily, and NCR Voyix is free to, and will have the right to, use it without restriction, including without providing attribution or compensation to you or any third party.
4.7 Material that infringes the intellectual property rights of any person will not be used by you or permitted. If you become aware of any such material, please provide notice consistent with the requirements of the Digital Millennium Copyright Act (17 U.S.C. 512(c)(3)) to NCR Voyix at ncrvoyix.webmaster@ncrvoyix.com so that NCR Voyix may take appropriate action. If you knowingly use, or misrepresent that, any material is infringing, you may be liable for damages, including costs and attorneys’ fees that NCR Voyix or an alleged infringer incurs as a result of such use or in relying on or responding to the misrepresentation.
4.2 NCR Voyix reserves all rights not expressly granted. You may not: (a) use, copy, modify, distribute, or display any aspect of NCRV Customer Portal or any information or data you receive through NCRV Customer Portal; (b) disclose, rent, loan, or transfer any information or data about or received from NCRV Customer Portal to any other party; or (c) combine NCRV Customer Portal or any information or data about or received from NCRV Customer Portal with any other materials. You may not use NCRV Customer Portal for any other purpose, nor may you decompile, reverse assemble, derive a source code equivalent of, or otherwise reverse engineer NCRV Customer Portal.
4.3 NCR Voyix does not grant you any right to use any trademark or trade name of NCR Voyix (including the name “NCR Voyix”). You will not remove any of NCR Voyix’s trademarks, trade names, logos, patent or copyright notices, or other notices or markings, or add any other notices or markings to NCRV Customer Portal and related documentation, without the prior express written consent of NCR Voyix. You will duplicate all such proprietary rights notices on each copy of NCRV Customer Portal and related documentation permitted to be made hereunder.
4.4 You hereby grant to NCR Voyix a non-exclusive, transferable, sublicenseable, royalty-free, fully-paid up, perpetual, irrevocable, worldwide license under any and all intellectual property (including any patents, copyrights, trade secrets, or any other intellectual property rights) you own or have the right to license to (a) use, host, store, copy, modify, distribute, perform, and display any information or materials (including software) posted on NCRV Customer Portal by or for you (“User Content”), and (b) make, have made, use, offer to sell, sell, lease, distribute, import, export, provide, and otherwise dispose of any products, systems, or solutions, and practice any methods or processes, described in, performed by, or related to any User Content.
4.5 NCR Voyix will own any improvements, modifications, enhancements, extensions, or derivatives you may make to, or that are based on, NCRV Customer Portal or any information or data about or received from NCRV Customer Portal, and all associated intellectual property rights.
4.6 You may choose, or NCR Voyix may invite you, to provide comments, suggestions, corrections, modifications, or improvements related to NCRV Customer Portal or any information or data about or received from NCRV Customer Portal (“Feedback”). NCR Voyix will presume you provide Feedback voluntarily, and NCR Voyix is free to, and will have the right to, use it without restriction, including without providing attribution or compensation to you or any third party.
4.7 Material that infringes the intellectual property rights of any person will not be used by you or permitted. If you become aware of any such material, please provide notice consistent with the requirements of the Digital Millennium Copyright Act (17 U.S.C. 512(c)(3)) to NCR Voyix at ncrvoyix.webmaster@ncrvoyix.com so that NCR Voyix may take appropriate action. If you knowingly use, or misrepresent that, any material is infringing, you may be liable for damages, including costs and attorneys’ fees that NCR Voyix or an alleged infringer incurs as a result of such use or in relying on or responding to the misrepresentation.
5. Data & Data Security
5.1 You agree to comply with the NCR Voyix Privacy Policy.
5.2 User Content will remain your property. You are responsible for the content of User Content and for your compliance with any privacy laws, regulations, or other legal duties applicable to your possession, transmission, processing, or use of User Content, including providing appropriate notifications and communications to, and managing any complaints. NCR Voyix will take steps designed to ensure that the User Content it collects is used for its intended purpose.
5.3 NCR Voyix has implemented reasonable and appropriate security policies and procedures designed to protect the security of User Content in NCR Voyix’s possession from unauthorized access, use, storage, and disposal. Such policies and procedures include: (a) maintaining an appropriate level of physical security controls over its data center including, but not limited to, appropriate alarm systems, fire suppression, and access controls (including off-hour controls); (b) periodically testing its systems for security breach vulnerabilities; (c) using commercially reasonable efforts to protect its systems from unauthorized access, including the use of firewall and, where appropriate, data encryption technologies; and (d) maintaining safety and physical security procedures with respect to its access and maintenance of information that relates to identified or identifiable natural persons (“Personal Information”) which are materially consistent with generally accepted industry practice. User Content may be subject to regulations and examination by auditors and regulatory agencies. NCR Voyix will use its best efforts to prevent the disclosure of User Content to third parties and its employees who do not have a need to know, but may disclose it to the extent compelled by process of law, provided that you are given notice (unless providing such notice is prohibited by law). Notwithstanding the foregoing, you acknowledge that NCR Voyix cannot guarantee that unauthorized third parties will never be able to defeat those measures or use User Content for improper purposes.
5.4 You acknowledge that NCR Voyix does not control the transfer of data over telecommunications facilities and that the Internet is inherently insecure and provides opportunity for unauthorized access by third parties. You are responsible for maintaining the security of your own systems, servers, communications links, and data, and for providing secure access to those systems and data, including Personal Information. You will: (a) not disclose Personal Information to NCR Voyix other than that which is reasonably required for NCR Voyix to carry out its obligations under this Agreement, and then only during the time period reasonably required; (b) have in place appropriate privacy and security safeguards designed to prevent the unauthorized use and disclosure of Personal Information; (c) guard against misuse of any password provided by NCR Voyix, and change it upon NCR Voyix’s direction; (d) not transmit any data, including User Content, to NCR Voyix for processing for a purpose that does not comply with applicable law or regulations; and (e) provide reasonable cooperation to facilitate the parties’ compliance with applicable law and regulation. To the extent they may affect NCR Voyix’s use or disclosure of Personal Information, you will notify NCR Voyix in writing of any limitations or restrictions on the permitted use or disclosure of Personal Information; or any changes in, or revocation of, permission by an individual to use or disclose his or her Personal Information.
5.5 You grant NCR Voyix a perpetual, non-exclusive, irrevocable, transferable, sub-licensable license to use User Content: (a) to provide the products, software, materials and services under this Agreement or another agreement between you and NCR Voyix; (b) for product and service enhancements, as well as research and development purposes; and (c) after it has been aggregated, for analytics, commercial and benchmarking purposes.
5.2 User Content will remain your property. You are responsible for the content of User Content and for your compliance with any privacy laws, regulations, or other legal duties applicable to your possession, transmission, processing, or use of User Content, including providing appropriate notifications and communications to, and managing any complaints. NCR Voyix will take steps designed to ensure that the User Content it collects is used for its intended purpose.
5.3 NCR Voyix has implemented reasonable and appropriate security policies and procedures designed to protect the security of User Content in NCR Voyix’s possession from unauthorized access, use, storage, and disposal. Such policies and procedures include: (a) maintaining an appropriate level of physical security controls over its data center including, but not limited to, appropriate alarm systems, fire suppression, and access controls (including off-hour controls); (b) periodically testing its systems for security breach vulnerabilities; (c) using commercially reasonable efforts to protect its systems from unauthorized access, including the use of firewall and, where appropriate, data encryption technologies; and (d) maintaining safety and physical security procedures with respect to its access and maintenance of information that relates to identified or identifiable natural persons (“Personal Information”) which are materially consistent with generally accepted industry practice. User Content may be subject to regulations and examination by auditors and regulatory agencies. NCR Voyix will use its best efforts to prevent the disclosure of User Content to third parties and its employees who do not have a need to know, but may disclose it to the extent compelled by process of law, provided that you are given notice (unless providing such notice is prohibited by law). Notwithstanding the foregoing, you acknowledge that NCR Voyix cannot guarantee that unauthorized third parties will never be able to defeat those measures or use User Content for improper purposes.
5.4 You acknowledge that NCR Voyix does not control the transfer of data over telecommunications facilities and that the Internet is inherently insecure and provides opportunity for unauthorized access by third parties. You are responsible for maintaining the security of your own systems, servers, communications links, and data, and for providing secure access to those systems and data, including Personal Information. You will: (a) not disclose Personal Information to NCR Voyix other than that which is reasonably required for NCR Voyix to carry out its obligations under this Agreement, and then only during the time period reasonably required; (b) have in place appropriate privacy and security safeguards designed to prevent the unauthorized use and disclosure of Personal Information; (c) guard against misuse of any password provided by NCR Voyix, and change it upon NCR Voyix’s direction; (d) not transmit any data, including User Content, to NCR Voyix for processing for a purpose that does not comply with applicable law or regulations; and (e) provide reasonable cooperation to facilitate the parties’ compliance with applicable law and regulation. To the extent they may affect NCR Voyix’s use or disclosure of Personal Information, you will notify NCR Voyix in writing of any limitations or restrictions on the permitted use or disclosure of Personal Information; or any changes in, or revocation of, permission by an individual to use or disclose his or her Personal Information.
5.5 You grant NCR Voyix a perpetual, non-exclusive, irrevocable, transferable, sub-licensable license to use User Content: (a) to provide the products, software, materials and services under this Agreement or another agreement between you and NCR Voyix; (b) for product and service enhancements, as well as research and development purposes; and (c) after it has been aggregated, for analytics, commercial and benchmarking purposes.
6. Third Party Sites & Content
NCR VOYIX MAY PROVIDE HYPERLINKS TO EXTERNAL INTERNET SITES MAINTAINED BY THIRD PARTIES THAT ARE NOT UNDER NCR VOYIX'S CONTROL ("THIRD PARTY SITES") AND MAY FROM TIME TO TIME PROVIDE THIRD PARTY MATERIALS WITH MYNCR VOYIX. NCR VOYIX ASSUMES NO RESPONSIBILITY FOR THE CONTENT OR ACCURACY OF ANY INFORMATION CONTAINED WITHIN SUCH THIRD PARTY SITES OR THIRD PARTY MATERIALS AND THE APPEARANCE OF SUCH HYPERLINKS DOES NOT CONSTITUTE ENDORSEMENT OR SPONSORSHIP OF, OR AFFILIATION WITH, THE OWNERS OF SUCH THIRD PARTY SITES OR THE INFORMATION, PRODUCTS, SERVICES, AND TRADEMARKS CONTAINED THEREIN.
7. Disclaimer of Warranties & Liability
7.1 NCR VOYIX SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR USE OF MYNCR VOYIX. MYNCR VOYIX IS PROVIDED “AS IS.” NCR VOYIX HAS NO RESPONSIBILITY FOR MYNCR VOYIX INCLUDING WHETHER MYNCR VOYIX, OR ITS USE, WILL BE FREE FROM ERRORS OR DEFECTS OR MEET YOUR NEEDS. NCR VOYIX DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO MYNCR VOYIX AND RELATED MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY, PARTICULARLY INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE.
7.2 NCR VOYIX WILL NOT BE LIABLE TO YOU, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE, ARISING UNDER OR RELATED TO THIS AGREEMENT, FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE; OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, DATA, OR ACCESS TO DATA. AS USED IN THIS SECTION, “NCR VOYIX” INCLUDES ITS AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, AND SUPPLIERS WHEN ACTING IN THAT CAPACITY, AND ANY PERSONS OR ENTITIES CLAIMING BY OR THROUGH THAT PARTY.
7.3 NCR VOYIX’S MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT WILL BE $100 USD.
7.4 EACH CLAUSE AND PHRASE OF THIS SECTION IS SEPARATE FROM EACH OTHER CLAUSE AND PHRASE, AND FROM THE REMEDY LIMITATIONS AND EXCLUSIONS IN THIS AGREEMENT, AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A REMEDY, ANY TERMINATION OF THIS AGREEMENT, OR SEVERABILITY OF ANY CLAUSE OR PHRASE IN THIS AGREEMENT.
7.2 NCR VOYIX WILL NOT BE LIABLE TO YOU, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY, STATUTE, LAW, EQUITY, OR OTHERWISE, ARISING UNDER OR RELATED TO THIS AGREEMENT, FOR: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS OR REVENUE; OR (C) LOSS OF REPUTATION, GOODWILL, TIME, OPPORTUNITY, DATA, OR ACCESS TO DATA. AS USED IN THIS SECTION, “NCR VOYIX” INCLUDES ITS AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, AND SUPPLIERS WHEN ACTING IN THAT CAPACITY, AND ANY PERSONS OR ENTITIES CLAIMING BY OR THROUGH THAT PARTY.
7.3 NCR VOYIX’S MAXIMUM CUMULATIVE AND AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT WILL BE $100 USD.
7.4 EACH CLAUSE AND PHRASE OF THIS SECTION IS SEPARATE FROM EACH OTHER CLAUSE AND PHRASE, AND FROM THE REMEDY LIMITATIONS AND EXCLUSIONS IN THIS AGREEMENT, AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF A REMEDY, ANY TERMINATION OF THIS AGREEMENT, OR SEVERABILITY OF ANY CLAUSE OR PHRASE IN THIS AGREEMENT.
8. Indemnification
You agree to indemnify and hold NCR Voyix, its officers, directors, and employees harmless from any claim, action, demand, loss, or damages (including attorneys’ fees) made by any third party against NCR Voyix or incurred by NCR Voyix arising out of or relating to your use of NCRV Customer Portal or this Agreement.
9. Dispute Resolution
This Agreement and all the terms, provisions, and conditions of this Agreement and all questions of construction, validity, and performance under this Agreement, will be governed by and construed under the laws of the State of New York, without regard to such state’s conflict of law rules. Any controversy or claim arising out of this Agreement or the use of NCRV Customer Portal, regardless of the causes of action alleged, will be resolved by arbitration before a sole arbitrator in Atlanta, Georgia pursuant to the then-current Commercial Rules of the American Arbitration Association and the federal substantive and procedural law of arbitration. The arbitrator’s award will be final and binding, and may be entered in any court having jurisdiction thereof, but may include only damages consistent with the limitations in this Agreement. Each party will bear its own attorney’s fees and costs related to the arbitration. The obligation to arbitrate will not apply to claims for misuse or infringement of a party's intellectual property rights. Any claim or action must be brought within two years after the cause of action accrues.
10. Assignability
You may not transfer any rights or obligations you may have under this Agreement without the prior written consent of NCR Voyix. NCR Voyix reserves the right to transfer this Agreement or any right or obligation under this Agreement without your consent.
NCR Voyix Corporation
Attention: General Counsel/Notices
864 Spring St. NW
Atlanta, GA 30308-1007
USA
NCR Voyix Corporation
Attention: General Counsel/Notices
864 Spring St. NW
Atlanta, GA 30308-1007
USA