Offline Mode Waiver

Offline Mode Liability Waiver

This is an Agreement regarding "Offline Mode" or the POS feature named "Store and Forward" which applies to transactions processed by your POS system when in this "mode" commonly enabled as a back-up processing method in the event of internet and cellular outages.
🛑 This Form Requires a Legally Binding Signature

This form must be completed by an authorized agent of the business, commonly the owner, C-level executive, President, etc. This form requires legally binding information. If you are not authorized to sign and bind the company, please stop and forward this link to the appropriate person.

Please complete the following waiver carefully. Be extremely detailed in the information provided as this will be how your point-of-sale is configured and will impact your business operations and the permissions provided herein can significantly increase your risk of financial loss.

As noted in the agreement below, you are always responsible for configuring, maintaining, and checking the accuracy of your data, including permissions, roles, user-access, configurations, taxes, prices, and other similar settings that may have financial impact. See the Agreement below for details.

If you need assistance with this form, please contact us.
Business Legal Name*
i.e. Great Restaurant, LLC
Name of Authorized Signer*

First NameLast Name
Title*
Email*
example@example.com
Select the job roles in your Point-of-Sale that you authorize to enable and/or disable the "Offline Mode" and/or "Store and Forward" feature. Select all that apply. Type in additional or custom job roles using "Other" and the available field. Please note: You are solely responsible for job roles and their settings, including all future job roles, users, and their settings and permissions. Job roles must match exactly to what is in Sail. Please separate with a comma in the Other field. If there are many job roles that needed or if they cannot be found you may receive an email showing you how to make the changes.*

OwnerManagerBartenderOther

HOLD HARMLESS AGREEMENT *REQUIRED*
Hold Harmless Agreement

This Hold Harmless Agreement (“Agreement”) is entered into by and between INGAGE LLC (“Provider”) and the party submitting the form located at https://form.jotform.com/ingage/offline-mode-waiver (“Company”), and shall be effective as of the date the completed form is submitted by Company (the “Effective Date”).

Submission of the completed form by Company shall constitute Company’s electronic execution and acceptance of this Agreement under the Minnesota Uniform Electronic Transactions Act (Minn. Stat. § 325L.01 et seq.).

WHEREAS, Provider has provided, or will provide, to Company (as defined in the Company Name field of this form) a point-of-sale system and related services for the Company’s business (the “System”);

WHEREAS, Provider has provided, or is expected to provide, software and information technology support services to Company, including configuration, maintenance, and enablement of point-of-sale (“POS”) system settings and functionalities (the “Settings and Features”), which may include capabilities allowing the processing of transactions with or without an active internet or cellular connection, commonly referred to as “Offline Mode” or “Store and Forward Mode”;

WHEREAS, Company is solely responsible for ensuring that all information, data, configurations, and selections inputted, modified, or maintained within the System and its associated Settings and Features are accurate, current, and compliant with all applicable laws, regulations, and requirements, including any amendments thereto;

WHEREAS, Company acknowledges and agrees that Provider has no control, whether direct or indirect, over the information or configurations inputted into the System and/or the Settings and Features by Company, its users, agents, or representatives, including but not limited to user accounts, permissions, roles, access levels, and other permission-based functionalities, whether existing now or created, modified, or assigned in the future, and that Provider shall not be responsible or liable for any errors, inaccuracies, or misconfigurations arising therefrom, whether relating to current or future users, roles, configurations, or Settings and Features;

WHEREAS, Company expressly acknowledges and agrees that the use of certain Settings and Features, including without limitation the “Offline Mode” or “Store and Forward Mode,” which permits the processing of transactions without an active internet or cellular connection, inherently carries operational and financial risk, and may result in delayed or failed data transmission, synchronization errors, lost or duplicate transactions, incomplete batches, unreconciled records, reporting inaccuracies, and/or the permanent loss of transaction data or funds; and that Company assumes full, sole, and unconditional responsibility for enabling or disabling such functionality and for all consequences arising from its use, including without limitation any and all losses, damages, or liabilities of any kind, whether direct, indirect, special, incidental, consequential, or total financial loss, without recourse or claim against Provider;

WHEREAS, Company agrees to indemnify, defend, and hold harmless Provider, and its officers, employees, and agents, from and against any and all claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to (a) the inaccuracy or incompleteness of any information inputted or maintained by Company or its personnel within the System or its Settings and Features, or (b) the Company’s use or misuse of the Offline Mode or other similar functionalities;

and

WHEREAS, Company wishes to enter into this Agreement to set forth their respective rights and obligations.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Company agree as follows:

Authority. Each individual submitting this Agreement on behalf of Company represents and warrants that they have full power and authority to execute and bind Company to this Agreement.

Indemnification. Company shall indemnify, defend, and hold harmless Provider and its directors, officers, members, employees, agents, affiliates, representatives, successors, and assigns (collectively, the “Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), fines, penalties, charges, assessments, judgments, settlements, causes of action, and other obligations of any nature whatsoever (collectively, “Losses”) that any of them may at any time, directly or indirectly, suffer, sustain, incur, or become subject to, arising out of, based upon, resulting from, or in connection with any claims, demands, or causes of action related to or arising from the use or misuse of the “Offline Mode” or any other Settings and Features of the System by Company or its agents, employees, contractors, or representatives.

Duty to Defend. Company shall, at its sole cost and expense, defend the Indemnitees against any and all such claims, demands, or actions, whether threatened or initiated, and shall pay all resulting judgments, settlements, and reasonable expenses, including attorneys’ fees and litigation costs, incurred by the Indemnitees, regardless of whether an actual lawsuit or other action is initiated.

No Warranties. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SYSTEM, THE SETTINGS AND FEATURES, OR THE SERVICES PROVIDED UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, PROVIDER EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER DOES NOT WARRANT THAT THE SYSTEM, THE SETTINGS AND FEATURES, OR ANY RELATED SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR MEET COMPANY’S REQUIREMENTS. COMPANY ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF THE SYSTEM AND ANY RELIANCE THEREON.

Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED HEREIN, PROVIDER’S TOTAL LIABILITY TO COMPANY FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING OUT OF OR RELATED TO THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID BY COMPANY TO PROVIDER SOLELY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE ONE (1) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

FURTHERMORE, PROVIDER SHALL NOT BE LIABLE FOR ANY ERRORS OR INACCURACIES IN THE INFORMATION INPUTTED INTO THE SYSTEM BY PROVIDER OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, UNLESS SUCH ERRORS OR INACCURACIES RESULT FROM PROVIDER’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. IN THE EVENT SUCH ERROR OCCURS, PROVIDER’S MAXIMUM LIABILITY SHALL BE LIMITED TO THE LESSER OF: (A) THE COMPANY’S DIRECT OUT-OF-POCKET COSTS RELATED TO TWO (2) DAYS OF THE SERVICES; OR (B) THE VALUE OF ONE (1) MONTH OF THE SERVICE AGREEMENT BETWEEN THE COMPANY AND PROVIDER.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota and Hennepin County, without regard to its conflicts of laws principles. All judicial actions, suits, or proceedings to construe or enforce this Agreement shall be brought in the state or federal courts located in Minnesota.

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery by facsimile, email, or other electronic means shall have the same force and effect as delivery of an originally signed document.

Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Assignment. Provider may assign, transfer, delegate, or otherwise convey this Agreement, in whole or in part, without the prior consent of Company, including to any affiliate, successor, or acquirer of Provider, whether by merger, consolidation, sale of assets, change of control, or operation of law. Company shall not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of Provider, and any attempted assignment in violation of this provision shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Conflict. In the event of any discrepancy, inconsistency, or conflict between the terms and conditions of this Agreement and those of any other agreement(s) executed by the parties, the provisions of the more stringent or restrictive agreement shall prevail unless expressly stated otherwise.

Attorney’s Fees. In the event Provider prevails in any action or proceeding to enforce or interpret this Agreement, Provider shall be entitled to recover from Company all reasonable attorneys’ fees, costs, and expenses incurred in connection therewith, in addition to any other relief to which Provider may be entitled.

Recitals. The Recitals are incorporated herein by reference as integral terms of this Agreement.

Modification. This Agreement may not be amended or modified except in a written instrument executed by both parties.

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby. The parties agree to replace any such invalid or unenforceable provision with a valid provision that most closely reflects the original intent.

Force Majeure. Provider shall not be liable for any delay or failure in performance of its obligations under this Agreement to the extent such delay or failure is caused by acts of God, natural disasters, war, terrorism, labor disputes, power outages, governmental actions, telecommunications or internet disruptions, or any other event beyond Provider’s reasonable control. Provider’s performance shall be deemed suspended for the period of such delay, and Provider shall use commercially reasonable efforts to resume performance promptly thereafter.

Waiver. No waiver by Provider of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default. No failure or delay by Provider in exercising any right, power, or remedy shall operate as a waiver thereof or of any other right, power, or remedy.

Survival. All provisions of this Agreement that by their nature should survive termination or expiration shall so survive, including without limitation provisions relating to indemnification, limitation of liability, confidentiality, governing law, and dispute resolution.

Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, representations, or warranties between the parties. In the event of a discrepancy between this Agreement and Company’s Infinity Agreement, the more stringent terms shall control.

Notice. Any notice or other communication required or permitted under this Agreement shall be in writing and deemed given: (a) upon personal delivery (b) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested; (c) one (1) business day after deposit with a nationally recognized overnight courier service; or (d) upon transmission by email to the address provided below or otherwise on record with Provider.

Headings. Headings are for convenience only and shall not affect the interpretation or construction of this Agreement.

IN WITNESS WHEREOF, the Company has executed this Agreement upon submission of the form, as of the Effective Date.
I have read and agree to the terms & conditions of the Agreement. (If you select "decline", this Agreement will be null and void and the features will not be made available to you.)*

Yes, I agreeNo, I decline
BY SUBMITTING THE COMPLETED FORM, COMPANY ACKNOWLEDGES THAT SUCH SUBMISSION CONSTITUTES COMPANY’S ELECTRONIC SIGNATURE AND ACCEPTANCE OF THIS AGREEMENT.
Please allow up to two business days for this request to be reviewed and implemented. Same-day activation is not available. Incomplete or inaccurate submissions may cause delays. Additional information or validation may be required of you before implementation.
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Offline Mode Liability Waiver