Terms and Conditions

These Terms and Conditions (the "Terms") govern your access to and use of the products and services provided by Barcode AM LLC ("Haysell," "we," "us," or "our"), including:

• The Haysell cloud platform (haysell.com)
• The Haysell POS application
• The Haysell mobile application
• The Haysell Data Collection Terminal application
• Any other software, website, or service that references these Terms (collectively, the "Services")

By registering for, accessing, or using any of the Services, you ("User," "you," or "your") agree to be bound by these Terms and Conditions. If you do not agree to all the terms and conditions, then you may not access the Services.

Service Provider: Barcode AM LLC

Address: Yerevan, Charents St. 113/1, Armenia

Email: [email protected] [email protected]

Sales Department: +374 (95) 53-54-00

Customer Service Department: +374 (60) 53-54-00

The Services are available for use by both legal entities (including businesses, companies, and organizations) and natural persons (including individual entrepreneurs and private individuals), along with their authorized personnel where applicable.

By using the Services, you represent that:

• You are at least 18 years old
• You have the legal capacity to enter into these Terms and Conditions
• Where you are using the Services on behalf of a legal entity or another person, you have the authority to bind that entity or person to these Terms and Conditions
• You will use the Services for lawful purposes in accordance with applicable law

To use most Services, you must register an account and provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials (including usernames, passwords, PIN codes, and API keys)
• All activity that occurs under your account
• Notifying us immediately of any unauthorized access or suspected security breach

We reserve the right to suspend or terminate accounts that provide false information or violate these Terms and Conditions.

5.1 Subscription Model

The Services are provided on a subscription basis. Pricing and features depend on the subscription plan you select. Current pricing is available at haysell.com or by contacting us.

5.2 Payment

Subscription fees are payable monthly or on another cycle agreed in writing. You agree to pay all fees associated with your subscription in the manner specified.

5.3 Non-Payment

If payment is not received by the due date, we may suspend access to the Services. During the suspension period, no new subscription charges will accrue. You remain responsible for any outstanding amounts owed for periods prior to the suspension. If the suspension continues for an extended period, we may terminate your account in accordance with Section 13.

5.4 Refunds

Prepaid fees are generally non-refundable, except where required by applicable law or as expressly stated in these Terms and Conditions.

5.5 Price Changes

We may change subscription prices from time to time. We will notify you of any price changes in advance. Continued use of the Services after the effective date of a price change constitutes acceptance of the new price.

Subject to your compliance with these Terms and Conditions and payment of applicable fees, Haysell grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term of your subscription.

You agree not to:

• Use the Services for any unlawful purpose or in violation of Armenian or other applicable law
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to the Services, other users' accounts, or related systems
• Use the Services to transmit malware, viruses, or harmful code
• Scrape, harvest, or extract data from the Services except as explicitly permitted
• Resell, sublicense, or redistribute the Services without our written permission
• Use the Services in a manner that could damage, disable, overburden, or impair our systems
• Impersonate any person or entity or misrepresent your affiliation
• Remove or modify any proprietary notices, labels, or marks

8.1 Our Rights

The Services, including all software, designs, text, graphics, logos, icons, and other content (excluding User Content), are owned by Haysell or our licensors and are protected by intellectual property laws. These Terms and Conditions do not transfer any ownership rights to you.

8.2 User Content

You retain ownership of the data you input into the Services (such as your product catalogs, customer records, and transactions). By using the Services, you grant us a limited license to process, store, and transmit this data as necessary to provide the Services.

8.3 Feedback

If you provide feedback or suggestions about the Services, we may use them without restriction and without any obligation to you.

The Services incorporate third-party software and open-source components, each subject to its own license terms. A list of such components and their licenses is available within the applicable application or upon request.

You may not decompile, disassemble, or reverse-engineer the Services, except to the extent such activity is permitted by applicable law or by the licenses of open-source components incorporated into the Services (including, without limitation, the GNU Lesser General Public License applicable to the Qt framework).

Our collection, use, and protection of personal data is described in our Privacy Policy, available at https://haysell.com/static/privacy-policy.php. By using the Services, you acknowledge the terms of our Privacy Policy.

You are responsible for ensuring that your use of the Services complies with applicable data protection laws, including obtaining any necessary consents from your customers or employees whose data you process using the Services.

We strive to make the Services available at all times but cannot guarantee uninterrupted availability. The Services may be unavailable due to:

• Scheduled maintenance
• Technical issues or system failures
• Third-party service disruptions
• Events beyond our reasonable control

We are not liable for any losses resulting from Service unavailability.

We may modify, update, suspend, or discontinue any part of the Services at any time, with or without notice. We will provide reasonable advance notice for material changes that affect your use of the Services.

13.1 Term

These Terms and Conditions remain in effect for as long as you use the Services.

13.2 Termination by You

You may terminate your account at any time by contacting us. Termination does not relieve you of the obligation to pay any outstanding fees.

13.3 Termination by Us

We may suspend or terminate your access to the Services immediately if you:

• Materially breach these Terms and Conditions
• Fail to pay fees when due
• Engage in unlawful or abusive conduct
• Create risk or legal exposure for Haysell

13.4 Effect of Termination

Upon termination:

• Your license to use the Services ends
• We may delete your account data after a reasonable transition period, subject to our legal obligations to retain certain records
• Provisions that by their nature should survive termination (including intellectual property, liability limitations, and dispute resolution) will survive

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM SECURITY VULNERABILITIES.

YOU ARE RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY DATA, CALCULATIONS, OR REPORTS GENERATED BY THE SERVICES BEFORE RELYING ON THEM FOR BUSINESS, LEGAL, OR TAX PURPOSES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HAYSELL AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

You agree to indemnify and hold harmless Haysell, its affiliates, officers, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of:

• Your use of the Services
• Your violation of these Terms and Conditions
• Your violation of any law or third-party rights
• The data you input into or generate through the Services

Neither party is liable for failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government actions, strikes, labor disputes, power or internet outages, or third-party service disruptions.

We may update these Terms and Conditions from time to time. When we make material changes, we will notify you by:

• Posting the updated Terms and Conditions on our website with a new "Last updated" date
• Sending an in-app or email notification where appropriate

Your continued use of the Services after the effective date of any changes constitutes acceptance of the updated Terms and Conditions.

These Terms and Conditions are governed by the laws of the Republic of Armenia, without regard to conflict-of-law principles.

Any dispute arising out of or relating to these Terms and Conditions or the Services shall first be addressed through good-faith negotiation. If the dispute cannot be resolved through negotiation, it shall be submitted to the competent courts of the Republic of Armenia.

20.1 Entire Agreement

These Terms and Conditions, together with the Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and Haysell regarding the Services.

20.2 Severability

If any provision of these Terms and Conditions is found to be unenforceable, the remaining provisions will remain in full force and effect.

20.3 No Waiver

Our failure to enforce any provision of these Terms and Conditions does not constitute a waiver of that provision.

20.4 Assignment

You may not assign or transfer these Terms and Conditions without our prior written consent. We may assign these Terms and Conditions in connection with a merger, acquisition, or sale of assets.