Cohesion for Restaurants
Software as a Service (“Saas”)
End User Agreement
This License Agreement (“Agreement”) sets forth the terms and conditions that govern your access to and use of the Services as defined below.
This Agreement is between MaherWare, Inc. (“MaherWare,” “we,” “us,” or “our”) and you or the entity you represent and all of the End Users
using the Services through your account (“you” or “your”).
By accepting this Agreement, either by clicking a box indicating your acceptance or by accessing the Services, you agree to be legally bound
company or other legal entity, you represent that you have the authority to bind that entity.
“Cohesion” means the proprietary financial integration and workflow software solution for restaurants developed by MaherWare and all other
cloud-based subscription products and services provided by MaherWare to your account.
“Content” means software, data, text, audio, video, images or other media.
“End User” means any individual or entity that directly or indirectly through another user accesses the Services under your account.
“MaherWare Partner” means (i) Microsoft Corporation with respect to its Azure Service and SQL database service, the terms of which are
provided at https://azure.microsoft.com/en-us/support/legal/sla/summary/ and https://azure.microsoft.com/en-us/support/legal/ and
the subpages referenced therein; and (ii) any other service provider to MaherWare providing services or software as part of delivering
“PII” means information that is provided to you and can be used to identify a specific individual, including, without limitation, names,
signatures, addresses, telephone numbers, a national identifier, driver’s license number, other government issued identification number,
biometric or personal health information, payment card information and financial account information. PII does not, however, include
information that is provided to you simply to communicate. For example, an e-mail address of the sender of an e-mail would not, in
and of itself, be PII.
“Services” means internet access to Cohesion.
“Suggestions” means all suggested improvements to the Services that you provide to us.
“Your Content” means Content you or any End User run on the Services, upload to the Services, or otherwise transfer, process, use or
store in connection with the Services.
2. Use of the Service.
. You may only use the Services to store, retrieve, query, serve and execute content that is owned, licensed or
lawfully obtained by you. You agree not to use the Services for any illegal or harmful activities. You also agree not to access or
use the Services in any manner that could damage, disable, overburden, or impair them, or interfere with any network functions.
You will not attempt to gain unauthorized access to any servers, accounts, computer systems, or networks that are not associated
with your account. The Services may only be used in, and accessed from, the United States and Canada. You will not use the Services
with respect to any PII of any person outside the United States and Canada.
2.2 Third-Party Software
. As part of the Services, you may be allowed to use certain software provided by MaherWare or MaherWare
Partners. This software is neither sold nor distributed to you and you may use it solely as part of the Services. You will not
transfer it outside the Services without specific authorization to do so.
The Services may enable you to install and/or run third-party software. You acknowledge and agree that you have the right to install
and use any of Your Content that you install on the Services, including without limitation, software. MaherWare reserves the right
to disable the use of Content that is not licensed for use on the Services or to immediately terminate your account if it determines
that you are using Content that is not properly licensed.
Microsoft. To the extent that you install and/or run any Microsoft software, (a) Microsoft shall be an intended third-party
beneficiary of this Agreement, with the right to enforce provisions of this Agreement and to verify your compliance, and (b)
you agree to be bound by the terms of any applicable Microsoft license agreement referenced at or through the above referenced
links under “MaherWare Partner”.
2.3 Your Content
(a) You are solely responsible for the development, content, operation, maintenance and use of Your Content, including compliance
with all applicable policies, rules, regulations and laws.
(b) You will provide information or other materials related to Your Content as reasonably requested by us to verify your
compliance with this Agreement. You will not block or interfere with our monitoring, but you may use encryption technology
or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem
with the Services that we reasonably believe may be attributable to Your Content or any End User materials that you control.
(c) If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or
otherwise violates this Agreement (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such
content be removed from the Services or access to it be disabled. If you do not remove the Prohibited Content within two business
days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able
to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any
Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services,
pursuant to the Digital Millennium Copyright Act or as required to comply with law or any judicial, regulatory or other governmental
order or request. In the event that we remove content without prior notice, we will provide prompt notice to you unless prohibited
2.4 No High-Risk Use
. The Services are not fault-‐tolerant and are not guaranteed to be error free or to operate uninterrupted.
You agree not to use the Services in any application or situation where the Services’ failure could lead to death or serious bodily
injury of any person, or to severe physical or environmental damage (“High-Risk Use”). You agree to indemnify and hold harmless
MaherWare and its licensors from any third-‐party claim arising out of any End Users’ use of the Services in connection with any
2.5 Your Internet Connection
. You are responsible for your internet connection and fees and terms associated therewith along with
any and all firewall, encryption or other security within your enterprise or under your control.
3.1 To the Services
. We may change or discontinue any of the Services (including the Services as a whole) or change or remove
features or functionality of the Services from time to time. We will use commercially reasonable efforts to notify you of any material
change to or discontinuation of the Services.
3.2 To the Agreement
. MaherWare may change any aspect of this Agreement at any time, effective immediately upon posting such changes.
The most current version of this Agreement is available at:
4. Security and Data Privacy.
4.1 Your Security
. You will take commercially reasonable efforts to protect PII collected by you using Cohesion from unauthorized
access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by
applicable law and any industry or voluntary standards with which you have agreed to comply.
4.2 Express Consent
(a) Your PII. You expressly agree that MaherWare may provide your PII to other SaaS providers that integrate with
the workflows that you have chosen with which we integrate (such as QuickBooks, Intacct, Microsoft and Sage).
(b) PII of Your Customers. You expressly agree that you have received consent from your customers - if applicable to
the workflows you have chosen - for MaherWare to provide customer PII to the SaaS providers that integrate to those workflows
(such as QuickBooks, Intacct, Microsoft and Sage).
(c) PII of Your Employees and Independent Contractors. You expressly agree that you have received consent from your
employees and independent contractors - if applicable to the workflows you have chosen - for MaherWare to provide their PII
to the SaaS providers that integrate to those workflows (such as QuickBooks, Intacct, Microsoft and Sage).
(a) Scrape, build databases, or otherwise create permanent copies of Cohesion or MaherWare Partner products; or
(b) Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or
sublicense to any third-party Cohesion or MaherWare Partner products.
4.4 Other Security and Backup
. You are responsible for properly configuring and using the Services and taking your own steps to
maintain appropriate security, protection and backup of Your Content. You are responsible for ensuring the security and confidentiality
of your account credentials.
4.5 Our Security
. Without limiting Section 11 or your obligations under the foregoing provisions of this Section 4, MaherWare will
use commercially reasonable efforts to implement reasonable and appropriate measures designed to help you secure Your Content against
accidental or unlawful loss, access, or disclosure.
If you license the Services through a MaherWare Partner, the MaherWare Partner is solely responsible for providing you with support in
connection with the Services. If you license the Services directly from MaherWare, telephonic support is available at our then current
rates during our normal business hours for an additional fee at 714-881-1114. You assume responsibility for all support issues except
administrator password resets and instance restarts.
6. Billing; Pricing; Payments.
You agree to pay current subscription fees for the Services you order. You agree that you will be charged the automatically renewing
monthly or annual subscription fees unless you cancel your subscription. This authorization will remain in effect until you cancel
your subscription, and you agree to notify MaherWare in writing of any changes in your account information at least 15 days prior
to the next billing date. You agree that you will not dispute these scheduled transactions with your bank or credit card company,
so long as the transactions correspond to the subscription fees for the Services you order.
If you license the Services through a MaherWare Partner, billing and pricing terms are governed by the terms of your agreement with the
If you license the Services directly from MaherWare, you will pay us the applicable fee using one of the payment methods we support,
as set forth on the MaherWare site: http://www.cohesion4restaurants.com
We may increase or add new fees and charges for any existing Services by giving you at least 15 days’ advance notice. Any amounts due to
MaherWare will be made without setoff or counterclaim, and without any deduction or withholding.
All fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including without limitation, sales, use and
value‐added taxes) (collectively, “Taxes”). You are ultimately responsible for payment of all Taxes and any related interest and/or
penalties resulting from any payment of fees hereunder, other than any Taxes based on MaherWare’s net income. If you license the Services
through a MaherWare Partner, then the obligation to collect and remit sales, use, transaction privilege, excise and similar taxes is
governed by your agreement with the MaherWare Partner, but in any case is not the responsibility of MaherWare. If you license the Services
directly from MaherWare, you acknowledge and agree that MaherWare will not collect taxes unless otherwise required by law, and you agree
to remit any and all Taxes due pursuant to applicable law.
8. Temporary Suspension.
. We may suspend your right to access or use any portion or all of the Services immediately upon notice to you if we
(a) your use of or registration for the Services (i) poses a security risk to the Services or any third party, (ii) may adversely
impact the Services or the systems or Content of any other end user, (iii) may subject MaherWare, its affiliates, or any third party
to liability, or (iv) may be fraudulent;
(b) you are in breach of this Agreement;
(c) you are delinquent on your payment obligations for the Services; or
(d) you have ceased operations, made an assignment for the benefit of creditors or similar disposition of your assets, or become
the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
8.2 Effect of Suspension
. If we suspend your right to access or use any portion of the Services:
(a) you remain responsible for all fees and charges you have incurred through the date of suspension; and
(b) you remain responsible for any applicable fees and charges for any Services to which you continue to have access, as
well as applicable data storage fees and charges, and fees and charges for in-‐process tasks completed after the date of suspension.
Our right to suspend your right to access or use the Services is in addition to our right to terminate this Agreement pursuant to
Section 9. We may terminate this Agreement at any time if we determine that grounds for suspension exist pursuant to Section 8.1.
9. Term; Termination.
. The term of this Agreement commences on the date you accept it by accessing the Services and continues until your subscription
has been terminated. The Service is a monthly or annual subscription service that automatically renews unless cancelled.
9.2 Termination for Convenience
. You may terminate this Agreement at any time by cancelling your subscription for the Services;
provided, however, that all fees paid are nonrefundable. If you cancel before the expiration of the subscription term, you will not receive
a refund of the subscription fees or any prorated portion thereof. MaherWare may terminate this Agreement without cause by providing you 30
9.3 Termination for Cause
(a) By Either Party. Either party may terminate this Agreement for cause upon 30 days’ advance notice to the other party if
there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material
default or breach within the 30-day notice period.
(b) By MaherWare. MaherWare may also terminate this Agreement immediately upon notice to you (i) for cause, if any act or
omission by you results in a suspension described in Section 8.1, (ii) if our relationship with a third-party partner who provides
software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software
or other technology as part of the Services, (iii) if we believe providing the Services could create a substantial economic or
technical burden or material security risk for us, (iv) in order to comply with the law or requests of governmental entities,
or (v) if we determine use of the Services by you or our provision of any of the Services to you has become impractical or unfeasible
for any reason.
9.4 Effect of Termination
. Upon termination of this Agreement, MaherWare has no obligation to retain Your Content and may permanently
delete it. You release MaherWare from any liability for deleting your data upon termination. You remain responsible for all fees and
charges you have incurred through the date of termination. Rights and obligations that are of a continuing nature shall survive, including
without limitation, obligations related to proprietary information, indemnification, and limitation of liability.
10. Proprietary Rights.
10.1 Your Content
. As between you and MaherWare, you or your licensors own all right, title, and interest in and to Your Content.
Except as provided in this Section, we obtain no rights under this Agreement from you or your licensors to Your Content, including any
related intellectual property rights. Notwithstanding the foregoing, you consent to MaherWare’s use of Your Content to provide the Services
to you and any End Users. MaherWare may disclose Your Content to provide the Services to you or any End Users or to comply with any
request of a governmental or regulatory body (including subpoenas or court orders).
10.2 Adequate Rights
. You represent and warrant to MaherWare that: (a) you or your licensors own all right, title, and interest in
and to Your Content; (b) you have all rights in Your Content necessary to grant the rights contemplated by this Agreement; and (c) none
of Your Content, your or other End Users’ use of Your Content, or your use of the Services will violate this Agreement.
10.3 Services License
. As between you and MaherWare, MaherWare or its affiliates or licensors own and reserve all right, title, and
interest in and to the Services. MaherWare grants you a limited, revocable, non-‐ exclusive, non-‐sublicensable, non-‐transferrable
license to access and use the Services solely in accordance with this Agreement during the Term. Except as provided in this Section 10.3,
you obtain no rights under this Agreement from MaherWare or its licensors to the Services, including any related intellectual property
10.4 Separate Licenses
. Certain software components of the Services may be provided to you under a separate license. In the event any
separate license is more restrictive, or there is a conflict between this Agreement and any separate license, the separate license controls
with respect to your right to access and use the applicable component of the Services.
10.5 License Restrictions
. You agree not to use the Services in any manner or for any purpose other than those expressly permitted by
this Agreement. You will not, and will not attempt to: (a) modify, alter, tamper with, repair, or otherwise create derivative works of any
portion or component of the Services, (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure
to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid incurring fees
or exceeding usage limits or quotas, or (d) resell or sublicense the Services. All licenses granted to you in this Agreement are conditional
on your continued compliance with the terms and conditions of this Agreement, and will immediately and automatically terminate if you do
not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist,
or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any
patent infringement or other intellectual property infringement claim regarding any of the Services.
. No rights or licenses are granted by this Agreement, expressly or by implication, to use any MaherWare or third-party
trademarks or trade names, or any similar name or mark.
. If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the
Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions
without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide
us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.
THE SERVICES ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS,
IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD-PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE
OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-‐FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR
CONTENT OR THIRD-PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR AS OTHERWISE
SET FORTH HEREIN, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-‐ INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY
COURSE OF DEALING OR USAGE OF TRADE.
. You will defend, indemnify, and hold harmless MaherWare, our affiliates and licensors, and each of their respective
employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses
(including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning: (a) your use of the Services;
(b) breach of this Agreement or violation of applicable law by you; (c) Your Content or the combination of Your Content with other
applications, content or processes, including any claim involving alleged infringement or misappropriation of third-‐party rights by
Your Content or by the use, development, design, production, advertising or marketing of Your Content; (d) a security breach, hack or
other disruption arising through your network or by your employees or contractors; or (e) a dispute between you and any of your personnel
or customers. If we or our affiliates are obligated to respond to a third-party subpoena or other compulsory legal order or process
described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials
spent responding to the third-party subpoena or other compulsory legal order or process at our then-‐current hourly rates.
. We will promptly notify you of any claim subject to Section 12.1, but our failure to promptly notify you will only
affect your obligations under Section 12.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a)
use counsel of your choice with our written consent; and (b) settle any claim as you deem appropriate; provided that you obtain our
written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
13. Limitations of Liability.
WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN
CONNECTION WITH: (a) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR
YOUR USE OF OR ACCESS TO THE SERVICES, (ii) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, WITHOUT LIMITING ANY OBLIGATIONS UNDER
THE SERVICE LEVEL AGREEMENT, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A
RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY
INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (d) ANY
UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA.
IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY
US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE TWO (2) MONTHS PRECEDING THE CLAIM.
14.1 Force Majeure
. We and our affiliates shall not be liable for any breach of this Agreement caused by matters beyond our reasonable
control, including without limitation, acts of God, fire, lightning, explosion, war, disorder, flood, weather of exceptional severity,
terrorist attacks, or acts of Government or other authorities or regulatory bodies.
14.2 Jurisdiction; Governing Law
. Jurisdiction and venue for any legal dispute arising from this Agreement will be the Colorado state
courts located in El Paso County, Colorado, or the United States Federal Court for the District of Colorado. State law issues concerning
the construction, interpretation, and performance of these terms and conditions shall be governed by the substantive laws of the State of
Colorado without reference to its choice of law rules.
14.3 Attorney and Expert Fees
. The prevailing party in any litigation or arbitration arising out of this Agreement will be entitled
to recover its reasonable attorney and expert fees, costs and related expenses.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice to applicable accounts; or (ii)
sending a message to the email address then associated with your account. Notices we provide by posting will be effective upon
posting, and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email
address current and to review the postings to your account. You will be deemed to have received any email sent to the email address
then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. All notices and communications pursuant to this Agreement must be in writing and in the English language and must
be delivered: (i) by electronic mail to email@example.com; (ii) in person; (iii) by a nationally recognized next day courier
service; or (iv) by first class registered or certified mail, postage prepaid. Our current address is: MaherWare, Inc., 4418 Windmill
Creek Way, Colorado Springs, CO 80911.
14.5 No Waivers
. Our failure to enforce any term of this Agreement will neither constitute a waiver of that term, nor limit our right
to insist on strict adherence to that term or any other term. Any waiver must be in writing.
. If any portion of this Agreement is held to be or becomes invalid or unenforceable, the remaining portions of this
Agreement will remain in full force and effect. Any invalid or unenforceable provisions shall be modified to the minimum extent necessary
to best accomplish the original objectives of the provision within the limits of applicable law.
. MaherWare reserves the right to take steps it believes are reasonably necessary or appropriate to enforce and/or
verify compliance with any part of this Agreement. You agree that MaherWare has the right, without liability to you, to disclose any account
information to law enforcement authorities, government officials, and/or a third party, as MaherWare believes is reasonably necessary or
appropriate to enforce and/or verify compliance with any part of this Agreement (including without limitation, MaherWare’s right to
cooperate with any legal process relating to your use of the Services, and/or a third-party claim that your use of the Services is unlawful
and/or infringes such third party’s rights).