Main Source 365 Tech Terms of Service & REFUND POLICY
REFUND POLICY: The customer has the right to receive a refund if the service process has not yet begun or started. This implies that no steps have been taken by the Main Source 365 Tech technician to complete customer’s issue or to answer the customer’s questions. If the customer receives a refund at this time, Main Source 365 Tech has the right to refuse further service to that customer.
There will be NO REFUNDS for subscription renewals that have not been canceled at least 3 days prior to the renewal date. NO REFUNDS of initial purchases will be made for services, except when requested within ten days of the initial purchase date. At which point customer must get approval from billing manager of Main Source 365 Tech
Services: Main Source 365 Tech is a subscription base company providing NO REFUNDS after services are rendered and if services was already provided company reserves the right if customer is not happy or satisfied to continue to provide support based services until issues is resolved or customer has specifically requested that support services stop or issue resolved. All Digital/Product sales are final. We issue refunds for digital products within 30 days of the original purchase of the product if product is non-working and product must be returned un-used, unless stated otherwise or agreed by management.
Cancellation policy: The customer may cancel standard service offerings at any time. However, cancellation of a service does not necessarily give the customer to a right to refund. We recommend contacting us for assistance if you experience any issues receiving services or downloading our products.
These terms and conditions (these “Terms” or this “Agreement”) becomes effective upon purchase.
These Terms, together with any other policies or guidelines referenced herein, constitute the contract between you and Main Source 365 Tech (“MS365Tech”) regarding your access to and use of managed I.T support services– including all technical support, advice, servicing and software provided as part of each of the services (collectively or individually, the “Service”). These Terms govern your purchase and use of the Service, whether provided through a telephone agent. By registering for or using the Service, you agree to these Terms. THIS AGREEMENT CONTAINS AN ARBITRATION
CLAUSE THAT MAY BE ENFORCED BY THE PARTIES.
- Changes to these Terms of Service
These Terms may be amended by MS365Tech and you will be notified on the respective Service Site of any such amendment. You can review the most recent version of these Terms at any time on the respective Service Site. Your use of the Service after the posted effective date of any revised Terms constitutes your acceptance of those revised terms.
- Description of Service
The goal of the Service is to provide you certain production or home support services such access to cyber security services and products as well as data protection and monthly proactive threat hunting. MS365tech technicians (“Service Technicians”) will make reasonable attempts to assist you with the software, network troubleshooting, installation, configuration, set-up and other technology matters that are specifically included in the Service for which you register. MS365Tech support may include technology sales or data storage capabilities, such as computer data backup storage, cloud data storage, collaboration over telephone, and related services (collectively, “Technical Support Warranty”). Please note that the term “Technical Support Warranty “, as used in these Terms, covers and includes both (i) Production and Home Support Services. MS365Tech reserves the right to change or modify the specific service offerings included within the service. The Service does not include assistance with computer programming or development support. The service is not a hardware warranty or repair service. MS365Tech will not fix or replace broken equipment as part of the Service. No Guarantee of results or response/appointment times
MS365Tech does not guarantee any results. If our Service Technicians are unable to assist you with a particular request after making a reasonable effort to do so, you will still be responsible for time spent in trying to assist you.
We will make reasonable efforts to respond to a service request within a reasonable time or within the response time described under an applicable Service, whichever occurs first, but we do not guarantee that a response will be provided within a specific time period. Specifically, although we will make reasonable efforts to accommodate your service appointment needs and keep those service appointments, there is no guarantee that we will be able to do so.
- Supported Products
You hereby acknowledge and agree that the Service covers only the software related issued specifically listed in the product description for that Service on the Respective Service Site. Please note that the list of supported software, or any other aspect of the Service, is subject to change and may be modified at any time.
Customer Authorization, Customer Cooperation
By registering for the Service, you agree to allow our Service Technicians to use the tools they deem necessary or advisable to perform the Service, including secured assistance to your computer and related network and peripherals technology during your service session.
If our Service Technicians advise you to take such preliminary steps as buying cables or cords, acquiring software, etc., they will create and keep a ticket open for you so that it can be referenced again when you are ready to go to the next step. If you cannot pursue the recommended course of action, our Service Technicians will consider the ticket closed.
- Limitations on Use of Service
No Resale/Non-transferable or Use outside of your agreed number of computer Units
The Service cannot be directly or indirectly resold or otherwise made available by you to others and they cannot be made available to anyone outside of your registered number of computers. Specifically, only you and your authorized person can avail of the service.
- Prohibited Uses
The Service is not intended for direct or indirect use in the operation of nuclear facilities, aircraft navigation, communication systems, air traffic control machines or other activities in which the failure of the Service to attain a desired result, or to do so within a certain period of time, could lead to death, personal injury or physical or environmental damage.
- Appropriate Conduct
Through our Service Technicians, we offer a personal service that we believe can be a valuable resource for helping you to address your technical questions and difficulties. In providing that personal service, we require our Service Technicians to be courteous and respectful, and we expect the same of you. We reserve the right to terminate a support session or your account as a result of offensive discourse or behavior.
- Limitations on Availability of Service
Minimum system requirements, MS365Tech reserves the right to refrain from providing any or all requested Services on the basis that minimum system requirements are not met, or if technical conditions or customer requirements are beyond the scope of Services as determined MS365Tech or its third-party service provider.
Technical limitations of services. Some customers may not be able to receive the service if initial testing shows that their computer environment is not suitable for services. Further, our Service Technicians may not have the necessary proprietary information from vendors, manufacturers and developers necessary to assist with a specific technical matter. Our ability to provide assistance may also be limited by other matters outside of our control, such as software or hardware errors not yet resolved by the applicable hardware or software manufacturer. We may, at any time, without notice or liability, restrict or suspend the Service in order to perform maintenance activities.
- MS365Tech’s Use of Independent Contractors to Provide Services
MS365Tech or its affiliates may contract with one or more independent contractors (also referred to herein as “third-party service providers”) to provide some or all of the Service. You acknowledge and consent to the provision of some or all of the Service by one or more independent contractors engaged by MS365Tech or its affiliates for such purposes. In this Agreement, references to “we”, “our Service Technicians”, the “Service”, and services provided by “us” or “MS365Tech”, refer both to MS365Tech and to such independent contractors and their technicians and the services provided by them under such engagements by MS365Tech or its affiliates
In connection with the Service, one or more of our third-party service providers may provide to you, via download, CD, other media, or other delivery method, the use of certain software which is owned or licensed by such third-party service provider, and which may be provided free or for a fee (“Provider Software”). You acknowledge and agree that you may be required to install and download Provider Software pursuant to the terms and conditions of an end user license agreement in order to permit some or all of the Service to be provided to you.
From time to time, you may be required to download and install updated or replacement Provider Software such as Antivirus or Cyber security software to keep your Service working properly. MS365Tech will notify you of all such required updates and replacements, and you agree to perform the required download and installation or have them performed by our Service Technicians. Any failure to download and install Provider Software when required (including any updates and replacements) may result in loss of data or other adverse consequences.
You understand and agree that the Service may or may not include free upgrades of existing software, operating systems, or applications. Furthermore, use of this Service does not constitute a license to use software, applications or equipment from MS365Tech. MS365Tech may or may not provide any such upgrades or licenses through this Service. However, as part of the Service, you may always request our Service Technicians to assist you to, or they may suggest that you, acquire, install and use certain third-party software.
All third-party software, including Provider Software (collectively, “Third-Party Software”), whether or not required to permit some or all of the Service and whether or not suggested by our Service Technicians, is licensed to you by the respective owners or licensees of the Third-Party Software. You must agree to the terms and conditions set forth by such owners or licensees before installing Third-Party Software, regardless of whether our Service Technicians assist you in the acquisition, installation, and/or use of Third-Party Software, because your use of Third-Party Software is governed by the terms of the end user license agreement between you and such owners or licensees.
Please note that MS365Tech grants no rights to any Third-Party Software and does not make any representation or warranty regarding any Third-Party Software. Furthermore, please remember that it is your responsibility to comply with the terms and conditions under which you licensed such Third-Party Software. We make no warranty that we are an authorized service provider for any Third-Party; it is your sole responsibility to determine if you require additional rights for us to provide technical support for any Third-Party Software or computer equipment and if so, to acquire such rights.
Your Responsibility to Preserve and Protect Computer Data, Software, and other Electronic Files You understand and agree that it is your sole responsibility to back up and protect all data, software, information and other files stored in any manner on your computer, peripherals or other applicable hardware prior to a service appointment with a Service Technician. If our Service Technicians work with you on any password issues (in connection with support services) we strongly recommend that you reset such password(s) or access feature(s) immediately. MS365Tech and its third-party service providers shall not be responsible at any time for any security, loss, alteration, or corruption of any of your software, systems, data, or files.
You acknowledge that the Internet is not a secure network and that third parties may be able to intercept, access, use, or corrupt the information you transmit or receive over the Internet. You also acknowledge that MS365Tech cannot and does not guarantee or warrant that data, software, or other electronic files that may be provided, suggested, accessed or otherwise available for download in connection with the Service will be free of defects, infection or viruses, worms, Trojan horses or other code that manifest contaminating, malicious or destructive properties, which if occurs our technicians are obligated to clean your system and remove such errors.
Your Responsibility to Obtain Internet and Telephone Connections
You are solely responsible for acquiring and maintaining the Internet and telecommunications services and devices required to use the Service. The Service does not include Internet, telephone, wireless, wire line or other connectivity services.
- Your Responsibility for Users under your Account; Limitation to Employees
You agree that you are responsible for all use on your account, including any secondary accounts or sub-accounts associated with your primary account. You understand this means that you accept full liability and responsibility for the actions of anyone who uses the Service via your account, or any secondary accounts or sub-accounts, with or without your permission. You also agree that only you and your listed authorized person may use the Service for which you are registered.
Representations by You; Binding Nature of this Agreement
You represent that you are and will remain a legal license holder or licensed user of the software on your equipment. You further represent that you are and will be the owner or lessee of any hardware or network devices that you may request our Service Technicians to assist you with in association with the Service.
Any individual who purchases the Service on that individual’s own behalf or on behalf of a business must be an adult of at least 18 years of age, and, if purchasing the Service as a representative on behalf of a business, must be an authorized representative of that business. By agreeing to these terms, you agree that these Terms constitute a valid and binding obligation on the user of the service, whether that is you, or you and the business you represent. All references to “you” and “your” herein shall refer to such business (and any entity that operates that business) as well as you, individually. PLEASE NOTE THAT INDIRECT, ATTEMPTED, OR ACTUAL VIOLATIONS OF THESE TERMS, BY YOU OR ANY OTHER PERSON USING YOUR USERNAME AND PASSWORD SHALL BE CONSIDERED VIOLATIONS OF THESE TERMS BY YOU. All information that you provide in connection with the Service must be accurate, including your name, address, credit or charge card numbers, expiration dates or any other required payment information. You further represent that you are authorized to pay charges using the credit card account or, as applicable, any authorized payment method you agreed with.
- Privacy; Your Compliance with Applicable Laws
- Acceptable Use; Compliance with Legal Process
Use of the Service is subject to MS365Tech’s Acceptable Use Policy, which is hereby incorporated herein by reference. You agree to abide by the Acceptable Use Policy in connection with the Service. Violations of the Acceptable Use Policy may result in termination of your ability to use the Service, and may give rise to legal remedies and other adverse consequences to you. MS365Tech and its third-party service providers may use, and disclose transaction information and any content provided by or concerning you to comply with the law (e.g., a lawful subpoena) based on MS365Tech reasonable judgment that disclosure is legally required; to initiate, render, bill, and collect for the Service; to protect MS365Tech’s rights or property; or to protect users of MS365Tech’s services, the respective Service Site and other persons or entities from fraudulent, abusive, or unlawful use of the respective Service Site or any aspect of the Service
- Pricing and Payment
- Methods of Payment
Charges for the Service terms may be billed via Auto Renewal, one-time payment, installment or monthly invoice through check or to a credit card you provide.
- Service Options and Pricing
The applicable prices for Support Services. Service options may include one-time services or Service Term Package Subscriptions. From time to time we may offer additional service and pricing options, some of which may be offered on a limited-time or trial basis. If any additional service or pricing options become available, your purchase and use of the applicable services will be governed by these Terms.
You may purchase service options for additional computers and will be billed separately or will be part of the package if applicable and as agreed.
- MS365Tech One-Time Services
MS365Tech one-time support services are available for purchase. Any one-time support service option that is purchased must be used on or before the term date that is 7 days from the date of purchase. For one-time services (only), you may request additional service at no charge during the six (6) days after an initial service appointment for the same problem addressed during the initial service appointment if it recurs, but no such assistance shall be provided without an additional charge after such seven (7) day period.
- Main Source 365 Tech Package Subscriptions
A service package term of MS365Tech services or service components (“Service Package”) are One time Fix Basic package good for monthly payment subscriptions, Professional package (6) months term One time payment subscriptions or one (1) year Premium package term yearly subscriptions (each a “Service Package Subscription”) are available on a per-computer basis. A purchased Service Package may only be used for a registered computer. Unless otherwise specifically stated, the minimum term for a Service Package Subscription is One time Fix Basic package one (1) Month, and your subscription (and this Agreement) will automatically renew “Renewal Term” otherwise specified during the subscription. The renewal price will continue to be the same as the pricing under your renewal term subscription, unless otherwise specified in a written agreement or unless we notify you in advance of a price change. MS365 Security ALL-IN-ONE antivirus is included in each Service Package good for one (1) year, should there be any software upgrade additional one- time will implemented if applicable, PC Tune-up is a software service in which will help you identify and remove existing spyware and viruses, and helps optimize your computer to keep it running at peak performance. If you terminate the subscription prior to the renewal of a Service Package Subscription term, you will NOT be charged for any early termination fee nor be refunded for what you have paid for. Billing for the Service commences when you initially order the Service. Ongoing monthly fees and charges (if applicable) will be charged to your credit card approximately one month in advance.
- Additional Future Service Options
We may offer additional or different service options and software or hardware products (including pricing options) in the future. If we do, the details of those service or product options, including their stated pricing, payment and durational terms, will automatically be incorporated into these Terms without the need for any action on your or our part, and those service or product offering options will be governed by these Terms. For example, we may offer a pre-paid products and support service for technology.
- General Charges and Fees
Upon request, MS365Tech can provide you a statement itemizing the services and fees that correspond to the charges billed to your account. You must notify MS365Tech by calling if you intend to discontinue the Service or change the credit card to which your Service charges are billed. MS365Tech is not responsible for any fees or charges that you may incur as a result of charges posted to a closed credit card account or a discontinued credit card account number. Please note that MS365Tech accepts other form of payments such as but not limited to debit cards, money order, e-check or check for any charge/fee in connection with the Service.
- Term and Termination
- Effective Date and Term
This Agreement goes into effect upon your registering for the Service and continues, subject to the terms of this Section, until (a) the completion of the one-time service you have purchased, (b) termination of your package subscription or (c) termination by either party as expressly permitted by this. You may terminate a Service Package by writing to Main Source 365 Tech, Business Address 601 21st St. Ste. 300 Vero Beach, FL 32960 or Mailing Address P.O.Box: 360302 Melbourne Florida 32936 call and speak to our Billing Department at +1 (855) 404-6944 Ext: 4 as well as email [email protected] (the “Notice Methods”).
- Termination of Monthly Billed Subscription
If you terminate a Monthly Billed Subscription with a term commitment, you will be charged an early termination fee equal to 50% of the monthly recurring rate for the terminated Service Package multiplied by the months remaining in the term. If service to you is discontinued as set forth in the section entitled General Charges and Fees”, such circumstance shall be deemed your termination of the Service Package and the early termination fee shall apply. You understand and agree that any software that you acquire and install as part of a Service Package subscription plan may cease to operate, update or function properly after termination of the subscription plan, and that your rights to use such software pursuant to the applicable end user license agreement may cease or become limited after such termination.
- Termination of One-Time Services
You may terminate your order for one-time services up to two (2) hours before the scheduled appointment time.
- Termination or Suspension by MS365Tech
MS365Tech may in its discretion terminate or suspend your Service without notice if: (a) MS365Tech believes that you have breached any of the terms or conditions (including, but not limited to, representations, warranties and fair and acceptable use provisions) of this Agreement or any license for Provider Software or Third-Party Software; (b) MS365Tech believes your use of the Service may be prohibited by law or may be disruptive to or adversely impact the Service, MS365Tech or its affiliates or third-party service providers’ networks, or their use and enjoyment by other users; (c) MS365Tech or its third-party service providers become involved in any dispute concerning control of your Service account, or MS365Tech or its third-party service providers receive an order from a court or government agency to terminate your Service; (d) MS365Tech for any reason ceases to offer the Service generally, or to offer the Service in your geographic area; (e) MS365Tech believes that you are abusing the Service or using the Service excessively; or (f) there is reason to believe that you or someone using your account has been accessing or attempting to access restricted information or files to which you or someone using your account does not have legitimate access.
19.Disclaimer of Warranties
YOUR PURCHASE AND USE OF THE SERVICE—WHICH INCLUDES THE MONITORING, MAINTEANANCE, MANAGEMENT, SUPPORT, ADVICE, SERVICING AND SOFTWARE PROVIDED BY OUR SERVICE TECHNICIANS OR AUTOMATED TOOLS, ALONG WITH THE SITE—IS AT YOUR OWN RISK.
MS365Tech MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS; (ii) YOUR ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES OR INFORMATION PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (v) THE OPERATION OR FUNCTIONALITY OF THE SERVICE WILL BE FREE OF DEFECTS, OR THAT ANY SUCH DEFECTS WILL BE CORRECTED; OR (v) ANY RESPONSE TIMES OR APPOINTMENT TIMES WILL BE MET BY MS365Tech OR ITS SERVICE PROVIDERS.
MS365Tech DOES NOT WARRANT THAT THE SITE, SERVICES OR ANY SOFTWARE WILL OPERATE ERROR-FREE OR THAT THE SITE, SERVICES, OR THE SERVERS USED BY THE SITE ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MATERIAL. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, MS365Tech IS NOT RESPONSIBLE FOR THOSE COSTS. NO ADVICE, STATEMENT, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY SERVICE TECHNICIAN OR OTHERWISE IN CONNECTION WITH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. EXCEPT AS MAY OTHERWISE BE SPECIFICALLY PROVIDED IN THESE TERMS, ALL ASPECTS OF THE SERVICE ARE MADE AVAILABLE AND PROVIDED “AS IS” AND “AS AVAILABLE,” AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, MS365Tech MAKES NO REPRESENTATION OR WARRANTY THAT TRANSMISSIONS WILL BE ERROR-FREE OR WITHOUT INTERRUPTION, OR ANY GAURANTEE REGARDING NETWROK SECURITY, THE ENCRYPTION EMPLOYED BY ANY SERVICE, THE INTEGRITY OF ANY DATA THAT IS SENT,BACKED UP, STORED OR SUBJECT TO LOAD BALANCING, OR THAT MS365Tech’s SECURITY PROCEDURES WILL PREVENT THE LOSS OR ALTERATION OF, OR IMPROPER ACCESS TO, CUSTOMERS DATA AND CONFIDENTIAL INFORMATION.
- Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MS365Tech AND ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND THIRD- PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL OR SAVINGS, DOWNTIME, CORRUPTION OR REPLACEMENT OF PROGRAMS AND DATA, OR OTHER TANGIBLE OR INTANGIBLE LOSSES), EVEN IF MS365Tech HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING OUT OF OR RELATING TO (A) THE USE OF THE SERVICE; (B) NEGLIGENT PERFORMANCE OF SERVICE , (C) THE CONTENT ON THE SITE; (D) WEB SITES LINKED TO THE SITE AND THE CONTENT, GOODS AND/OR SERVICES PROVIDED THEREIN; (E) ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE SERVICE OR INFORMATION WITHIN OR CONTENT OF, THE SITE OR OTHERWISE PROVIDED IN CONNECTION WITH THE SERVICE; AND/OR (F) THE INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO INABILITY TO ACCESS THE SITE AND CONTENT CONTAINED THEREIN, IN THE CASE OF EACH OF THE FOREGOING CLAUSES (A) THROUGH (F), REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT OR TORT, PRODUCT LIABILITY OR OTHERWISE (BUT EXCLUDING CLAIMS ARISING OUT OF PERSONAL INJURY OR DEATH), INCLUDING CLAIMS ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT) OF MS-365 OR ITS AFFILIATES, AND THEIR THIRD-PARTY SERVICE PROVIDERS.
OUR TOTAL LIABILITY, IF ANY, ARISING OUT OR RELATED TO ANY ASPECT OF THE SERVICE, SHALL BE, AT MS-365’S SOLE DISCRETION AND OPTION, TO (A) REPERFORM THE SERVICE, OR (B) REFUND THE CHARGES AND FEES PAID BY YOU, IF ANY, FOR THE SERVICE GIVING RISE TO A CLAIM, IF ANY. SUCH REMEDY IS EXCLUSIVE, AND YOU AGREE THAT UNDER NO CIRCUMSTANCE WILL MS-365 OR ITS AFFILIATES AND THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU FOR ANY MORE THAN WHAT YOU PAID FOR THE SERVICE.
All limitations, disclaimers and rights stated anywhere in these Terms for the benefit of MS-365 also apply to MS-365’s affiliates and their respective directors, officers, employees and agents, as third-party beneficiaries of this Agreement
LAWS IN SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS SECTION TITLED “LIMITATION OF LIABILITY” AND THE PRIOR SECTION TITLED “DISCLAIMER OF WARRANTIES” AND THE SECTIONS BELOW TITLED “APPLICATION OF THESE TERMS TO THIRD-PARTY SERVICE PROVIDERS, ETC.” AND “INDEMNIFICATION” WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
- Application of Terms to Third-Party Service Providers, Etc.
All limitations, disclaimers and rights stated anywhere in these Terms for the benefit of MS365Tech also apply to MS365Tech and its affiliates’ third-party service providers, licensors and other direct and indirect third-party service providers as third-party beneficiaries of this Agreement, without prejudice to any limitations, disclaimers and rights stated in any license or other agreement entered into between you and such third parties in connection with your use of the Service.
- Intellectual Property Rights
MS365Tech and its third-party service providers shall retain all title, ownership rights, and intellectual property rights in and to the Services. The Services are protected by patent, copyright and other intellectual property laws. You agree not to take any action to jeopardize, limit, or interfere in any manner with MS365Tech’s (or its third-party service providers’) ownership of or rights with respect to the Services. Except for the rights specifically granted to you in the Terms, all rights in and to the Services are reserved, and no implied licenses are granted by MS365Tech.
- Force Majeure
If our ability to render the Service is impaired by circumstances (including without limitation strikes or labor actions) beyond the reasonable control of MS365Tech or its affiliates, or their direct or indirect suppliers or third-party service providers, we may choose not to provide some or all of the Service.
YOU AGREE TO INDEMNIFY, DEFEND, HOLD HARMLESS AND RELEASE MS365Tech, ITS PARENT, AFFILIATES AND SUBSIDIARIES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES, OF ANY NATURE ARISING IN ANY WAY FROM OR RELATING TO, DIRECTLY OR INDIRECTLY, (1) THE SERVICE, (2) CONTROL OVER AND USE OF YOUR ACCOUNT BY ANY PARTICULAR INDIVIDUAL(S), (3) ANY BREACH OF THESE TERMS OR THE TERMS OF ANY LICENSE AGREEMENT, (4) THE STORAGE OR PROCESSING OF YOUR FILES, (5) RESPONSES TO LITIGATION HOLD REQUESTS AND GOVERNMENT PROCESS CONCERNING YOUR FILES, AND (5) ANY CLAIM OF MISAPPROPRIATION OR
INFRINGEMENT OF A THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN THE CASE OF EACH OF THE FOREGOING CLAUSES (1) THROUGH (6) INCLUDING WITHOUT LIMITATION LOSSES, LIABILITIES, CLAIMS, DAMAGES, COSTS AND EXPENSES ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT) OF MS365 OR ITS AFFILIATES, AND THEIR LICENSORS, DIRECT AND INDIRECT SUPPLIERS, AND THIRD-PARTY SERVICE PROVIDERS
- Import/Export Control
You acknowledge that services and software (including, but not limited to, technical assistance) provided in connection with the Service may be subject to import, export, or data transfer laws, conventions or regulations, and any use or transfer of the software, personal data, or technical information must be in compliance with all such laws, conventions and regulations. You will not use the Service to distribute, transfer, or transmit any software, personal data, or technical information except in compliance with such laws, conventions and regulations. None of the Provider Software or any underlying information or technology included in the Service may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.
- Choice of Law; Jurisdiction
These Terms and the relationship between you and Main Source 365 Tech will be governed by the laws of the United State of America, without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the state and federal courts located in USA, and waive any objections thereto. You further agree that any dispute arising from or related to your use of the Service must be brought exclusively in the state or federal courts located in United States, unless a USA mandatory venue statute applies to the dispute, in which case the mandatory venue shall be the exclusive jurisdiction for such dispute.
- MS365Tech and you agree to exercise best efforts to resolve all disputes and claims between us through good faith negotiation. MS365Tech and you further agree that any such dispute or claim that cannot be resolved by negotiations shall be resolved by binding arbitration administered by the American Arbitration Association (‘‘AAA’’) under its Commercial Arbitration Rules in effect at the time the dispute is submitted for resolution (the ‘‘Rules’’), as may be modified by this Agreement. This agreement to arbitrate is intended to be broadly interpreted.
- Judgment on the award rendered by the arbitrator(s) may be entered in any court having proper jurisdiction. Such arbitration shall be held in the State in which the Services are billed. In the event you are billed by MS365Tech for Services in of multiple states, such arbitration shall be held in State in which of your primary business. Within twenty (20) days of the issuance of a written notice to arbitrate by one party to the other, as provided by the Rules, the parties shall jointly select one (1) independent arbitrator licensed to practice law. If we cannot jointly agree on an arbitrator within the specified 20-day period, then the selection shall promptly be made by the AAA in accordance with the Rules and the criteria set forth above.
- The Federal Arbitration Act, 9 U.S.C. §1, et seq., governs the interpretation and enforcement of this provision.
- In no event shall the arbitrator have the authority to make any award that is in excess of, or contrary to, what this Agreement provides. Notwithstanding the foregoing, either party may bring an individual action small claims court.
- The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim; furthermore, unless you and MS365Tech agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or collective proceeding. If this specific provision is found to be unenforceable, then the arbitration provision shall be null and void.
- YOU AGREE THAT, BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU AND MS365Tech ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. MS365Tech AND YOU AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
- General Information
These Terms, and any other policies or guidelines referenced herein, constitute the entire agreement between MS365Tech and you in connection with the Service. These Terms supersede any prior or contemporaneous written or oral communications, proposals, representations and agreements between you and MS365Tech with respect to the subject matter of these Terms. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, your account with respect to the Service, or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred (unless such limitation is contrary to the public policy of a particular state, in which case the applicable limitations period shall be the shortest limitation period permissible under that state’s law). The failure of MS365Tech to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If you violate any of these Terms, MS365Tech may in its sole discretion terminate or suspend your access and use of the Service immediately without notice. You agree that MS365Tech shall not be liable to you or any third-party for any termination of your access to the Service. MS365Tech may, but you may not, assign rights or obligations under the contract embodied by these Terms.
- Trademark Information
Subsidiaries and affiliates of Main Source 365 Tech “AKA” MS365Tech.provide products and services under the MS365Tech brand. MS365Tech, the MS365Tech logo and all other MS365Tech marks contained herein are trademarks of MS365Tech Intellectual Property and/or MS365Tech affiliated companies. All other trademarks are the property of their respective owners. ©2018 MS365Tech Intellectual Property. All rights reserved.
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