Welcome to www.myofficeapps.com. The www.myofficeapps.com website (the “Site”) is comprised of various web pages operated by My Office Apps Inc. and access to Kechie services. www.myofficeapps.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of www.myofficeapps.com and its services constitutes your agreement to all such Terms.

My Office Apps Inc. reserves the right, in its sole discretion, to change the Terms under which www.myofficeapps.com and all its services are offered. The most current version of the Terms will supersede all previous understandings. My Office Apps encourages you to review the Terms below to stay informed of our updates periodically.

My Office Apps provides Subscriber access to the Services, subject to the terms and conditions of this agreement:

1. DEFINITIONS

1. Authorized Users: Means Subscriber’s employees, consultants, contractors, and agents (i) who are authorized by Subscriber to access and use the Services under the rights granted to Subscriber pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder
2. Beta Services: Beta Services shall mean any Subscription Services accessed by the Subscriber for evaluation purposes; Beta Services may not be generally available to the Subscriber.
3. Confidential or Proprietary Information: Confidential Information or Proprietary Information shall mean the Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, Subscriber information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.  Confidential Information does not include information that at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure as established by documentary evidence; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party, or (d) independently developed by the receiving party as established by documentary evidence.
4. Content: Content shall mean any software, platform, data, or information created or provided by My Office Apps to end-users including Subscribers through online access or downloadable medium.
5. Documentation: Documentation shall mean My Office Apps’ online user guides, documentation, and guides relating to the Service provided by Provider to Subscriber either electronically or in hard copy form/end-user documentation relating to the Service available at www.myofficeapps.com.
6. Service Order: means a Purchase Order or other document used to purchase Services or Professional Services from My Office Apps
7. Purchase Order: A Purchase Order shall mean any Subscriber order for Subscription Services, as set forth in Service Order.
8. Purchased Services: Purchased Services shall mean any Subscription Services that the Subscriber has purchased under a Purchase Order, including, without limitation, any Subscriptions, implementation, consulting, or customization services, as applicable, as set forth in Service Order.
9. Subscriber Data: Subscriber Data shall mean data or information that the Subscriber uploads or enters into the environment provided to the Subscriber via access to Subscription Services.
10. Subscription Services: means the software-as-a-service offering described in Service Order.
11. Terms: Additional Terms or Additional Trial Terms and Conditions shall mean terms outside of this Agreement that may appear on the My Office Apps’ website, including, without limitation, our Privacy Policy. Any such Additional Terms are incorporated into this Agreement by reference and are legally binding.
12. Third-Party Applications: Third-Party Applications shall mean products or services that may be made available by My Office Apps or third parties for integration with Subscription Services in Service Order.

2. ACCESS, AUTHORITY, TERMS & CONDITIONS

1. Provision of Access or Conditional Access to Subscription Services. Subject to and conditioned on Subscriber’s payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants a non-exclusive, non-transferable (except in compliance with Section 15.4 right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Subscriber’s internal use. Provider shall provide to Subscriber the necessary passwords and network links or connections to allow Subscriber to access the Services.
2. Authority. By entering into this agreement on behalf of a company or other legal entity, Subscriber represents that Subscriber has the authority to bind such entity to the terms and conditions of this agreement.

3. OUR RESPONSIBILITIES

1. Service Levels. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out Service Level Agreement.
2. Support: The access rights granted hereunder entitles Subscriber to the support services described in Service Level Agreement for [one year following the Subscription Start Date in Service Order under this Agreement and thereafter, solely if Subscriber purchases additional support services.]
3. No Unnecessary Monitoring Subscriber Data. My Office Apps will not monitor Subscriber Data, or reveal any aspect of Subscriber Data except: (i) as needed to provide, support or improve the provision of the Services, (ii) investigate potential or suspected fraud, (iii) where instructed or permitted by Subscriber, or (iv) as otherwise required by law or to exercise or protect My Office Apps’ legal rights. 

4. Beta Services.

1. From time to time, My Office Apps may invite Subscriber to try Beta Services at no charge. Subscriber may accept or decline any such trial in Subscriber’s sole discretion. My Office Apps may discontinue Beta Services at any time in My Office Apps’ sole discretion and may never make them generally available. My Office Apps will have no liability for any harm or damage arising out of or in connection with a Beta Service.
2. NO WARRANTY. BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. PROVIDER DISCLAIMS ALL WARRANTIES RELATING TO THE BETA SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
3. Beta Services License. Subject to the terms of this Agreement, My Office Apps grants to Subscriber a non-sublicensable, nonexclusive license to use the Beta Services during the term of this Agreement. My Office Apps shall at all times retain all title to and ownership of the Beta Services and all ancillary products thereof. Subscriber agrees to use the Beta Services only in the ordinary course of testing, and Subscriber will not reproduce or modify the Beta Services or any portion thereof, or rent, sell, lease or otherwise transfer the Beta Services or any part thereof or use it for the benefit of a third party. Subscriber shall not reverse assemble, reverse compile or reverse engineer the Beta Services, or otherwise attempt to discover any Beta Services underlying Proprietary Information.

5. USE OF SERVICES

1. Subscriptions. Unless otherwise provided in the applicable Purchase Order and Service Order, Subscription Services are purchased as subscriptions for a defined quantity of Authorized Users for a subscription term with a start date and a date of termination or automatic renewal. Additional Authorized Users may be added via Provider’s interface during said subscription term at the same pricing as the underlying original subscription pricing for the currently active period, but only for the portion of that subscription term remaining at the time the new Authorized Users are added. Any added Authorized Users’ subscriptions will terminate on the same date as the underlying subscriptions. Authorized Users added during the month, will be prorated for the balance of the month and the remaining term of this Agreement.
2. Usage Limits. Subscription Services are subject to usage limits, including, for example, the quantities specified in Service Order. Unless otherwise specified, (a) a quantity in Service Order refers to a number of Authorized Users, and the Purchased Service may not be accessed by more than that number of Authorized Users, (b) an Authorized User’s password may not be shared with any other individual. If Subscriber exceeds a contractual usage limit, My Office Apps may work with Subscriber to seek to reduce Subscriber’s usage so that it conforms to that limit. If, notwithstanding My Office Apps’ efforts, Subscriber is unable or unwilling to abide by a contractual usage limit, Subscriber will execute a new Purchase Order for additional quantities of the applicable Subscription Services promptly upon My Office Apps’ request, and/or pay any invoice for excess usage in accordance with Section 5.1 and 7.2 (Invoicing and Payment). In addition, Subscriber is entitled to reasonable storage capacity, to be defined in the applicable Purchase Order.
3. Subscriber’s Responsibilities. Subscriber shall: (a) be responsible for each Authorized User’s compliance with this Agreement and all acts and omissions of Authorized Users, including, without limitation, any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Subscriber will be deemed a breach of this Agreement by Subscriber, (b) be responsible for the accuracy, quality and legality of Subscriber’s Data and the means by which Subscriber acquired Subscriber’s Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Subscription Services, and notify My Office Apps promptly of any such unauthorized access or use, (d) use Subscription Services only in accordance with this Agreement and applicable laws and government regulations, and (e) comply with terms of service of any Third Party Applications that Subscriber uses.
4. End User License, Usage Restrictions & Remedial Measures. My Office Apps hereby grants to Subscriber a limited, non-exclusive, non-transferable right to use the Subscription Services provided that Subscriber agrees to the following:

1. 1. Usage Restrictions. Subscriber shall not: (a) make any Subscription Service available to, or use any Subscription Service for the benefit of, anyone other than Subscriber or Authorized Users; (b) sell, resell, license, sublicense, distribute, rent or lease any Subscription Service, or include any Subscription Service  in a service bureau or outsourcing offering; (c) use a Subscription Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights; (d) use a Subscription Service to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs or Trojan horses (“Malicious Code”); (e) interfere with or disrupt the integrity or performance of any Subscription Service or third party data contained therein; (f) attempt to gain unauthorized access to any Subscription Service  or its related systems or networks; (g) permit direct or indirect access to or use of any Subscription Service  in a way that circumvents a contractual usage limit; (h) copy a Subscription Service or any part, feature, function or user interface thereof; (i) frame or mirror any part of any Subscription Service, other than framing on Subscriber’s own intranets or otherwise for Subscriber’s own internal business purposes or as permitted in the Documentation (if any is provided); (j) access any Subscription Service or Content in order to build a competitive product or service; or (k) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or attempt to decipher any code relating to the Subscription Services.
   2. Remedial Measures. My Office Apps may, at its sole and absolute discretion, with prior written notice to Subscriber and without liability, reject, prevent, discontinue or suspend Subscriber’s account(s) and/or Subscriber’s use of the Subscription Service if, at its sole discretion, My Office Apps is of the opinion that Subscriber’s use does not meet My Office Apps’ specifications or guidelines, or which My Office Apps may consider to be inappropriate, illegal or harmful to its interests, or in violation of Section 5.4.1 of this Agreement. If My Office Apps exercises its absolute discretion under this Section 5.4.2, it shall have no obligation to refund any portion of Subscriber’s pre-paid subscriptions, if applicable. Without limiting or waiving any right or claim against Subscriber that My Office Apps may have under the law or this Agreement in relation to any inappropriate, illegal or harmful use, My Office Apps reserves the right to deduct any costs, damages or expenses that it may have incurred in relation to such inappropriate, illegal or harmful use from Subscriber’s unused pre-paid subscriptions, if any, or to claim the same from Subscriber by any other means.

6. THIRD-PARTY PROVIDERS

1. Third-Party Products. Provider may from time to time make Third Party Products available to Subscriber. For purposes of this Agreement, such Third Party Products are subject to their own terms and conditions and the applicable flow through provisions referred to in Service Order. If Subscriber does not agree to abide by the applicable terms for any such Third Party Products, then Subscriber should not install or use such Third Party Products.
2. Third-Party Products and Subscription Services. Any use or implementation by Subscriber of Third Party products or services, including any exchange of data between Subscriber and any Third Party provider, is solely between Subscriber and the applicable Third Party provider pursuant to such documentation as may be applicable, including any Third Party Provider’s end user license agreement. My Office Apps does not warrant or support. My Office Apps does not endorse or assume any responsibility for any such Third Party Applications, information, materials, products, or services.
3. Third-Party Applications and Subscriber’s Data. If Subscriber installs or enables a Third Party Application for use with a Subscription Service, Subscriber hereby grants My Office Apps permission to allow the provider of that Third Party Application to access Subscriber’s Data as required for the interoperation of that Third Party Application with the Subscription Service. My Office Apps is not responsible for any disclosure, modification, or deletion of Subscriber’s Data resulting from access by a Third Party Application.
4. Integration with Third-Party Applications. The Subscription Services may contain features designed to interoperate with Third Party Applications. To use such features, Subscriber may be required to obtain access to Third Party Applications from their providers, and may be required to grant My Office Apps access to Subscriber’s account(s) on such Applications, and may incur additional fees. If the provider of a Third Party Application ceases to make it available for interoperation with the corresponding Service features on reasonable terms, My Office Apps may cease providing those Subscription Service features, but may, at My Office Apps’ sole discretion, provide Subscriber with credit for any prepaid fees related to the terminated Subscription Service feature
5. MY OFFICE APPS DOES NOT WARRANT THAT THIRD-PARTY SERVICES OR INTEGRATION SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED. MY OFFICE APPS WILL NOT BE RESPONSIBLE FOR CORRECTION OF ERRORS OR PROVIDING SUPPORT FOR ANY ISSUES CAUSED BY THESE SERVICES. MY OFFICE APPS DOES NOT WARRANT THAT THE THIRD-PARTY SERVICES OR INTEGRATIONS WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS. MY OFFICE APPS IS NOT RESPONSIBLE FOR ANY ISSUES THAT ARISE FROM THE USE OF THIRD-PARTY SERVICES RELATING TO OPERATIONS AND PERFORMANCE, CUSTOMER DATA FLOW, DATA SECURITY, OR ANY ISSUES RELATED TO THE THIRD-PARTY SERVICES OR INTEGRATION SERVICES.

7. FEES AND PAYMENT FOR PURCHASED SERVICES

1. Fees. Subscriber shall pay Provider the fees (“Fees”) as set forth in Service Order without offset or deduction. Subscriber shall make all payments hereunder in US dollars on or before the due date set forth in Service Order. If Subscriber fails to make any payment when due, without limiting Provider’s other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of [1.5% per month/] calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Subscriber shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 15 days or more, Provider may suspend Subscriber‘s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full. Additionally, failure to make payments on time, will automatically change the terms of payment for services to credit card and the subscriber must provide credit card information to provider for the remainder of the unpaid balance and any future charges throughout the duration of this agreement. Credit card service fees will apply.
2.  Taxes. All Fees and other amounts payable by Subscriber under this Agreement are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on Provider’s income.

8. PROPRIETARY RIGHTS AND LICENSES

1. Intellectual Property. Subscriber understands that Subscriber obtains no other rights whatsoever to the Subscription Services, software and associated Documentation (if provided), or any related intellectual property rights of My Office Apps and My Office Apps’ licensors. Subscriber understands that My Office Apps and My Office Apps’ licensors own all intellectual property rights to the Subscription Services, software and associated Documentation. This ownership extends to all copies and portions of these items, and all improvements, enhancements, modifications and derivative works to these items. Therefore, Subscriber’s right to use the Subscription Services, software and associated Documentation (if provided) is a limited right to use or license, and not a transfer of ownership or title, and such license is limited to the terms and conditions of this Agreement.
2. License to Use Subscription Services. Provider grants Subscriber a worldwide, limited-term license, under My Office Apps’ applicable intellectual property rights and licenses, to use the Subscription Services acquired by Subscriber pursuant to Purchase Orders, subject to those Purchase Orders and this Agreement.
3. Permission to Host Subscriber’s Data and Applications. Subscriber grants My Office Apps and My Office Apps’ Affiliates a worldwide, limited-term license to host, copy, transmit and display Subscriber’s Data, and any Third Party Applications and program code created by or for Subscriber using a Service, as necessary for My Office Apps to provide the Subscription Services in accordance with this Agreement. Subject to the limited licenses granted herein, My Office Apps acquires no right, title, or interest from Subscriber or Subscriber’s licensors under this Agreement in or to Subscriber’s Data or any Third Party Application or program code.

9. CONFIDENTIALITY

1. Confidentiality: Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement, including disclosures to receiving party’s employees or acting consultants who have a need to know the Confidential information for the receiving party to exercise its rights or perform its obligations hereunder.
2. Protection of Confidential Information. Both Parties agree that they shall not use the Confidential Information of the other party except as authorized under this Agreement. For the avoidance of doubt, Subscriber Data as defined herein is not a part of Confidential Information. Except as explicitly authorized in writing by this Agreement or otherwise, each party will: (a) not use, for its own benefit or the benefit of any third party, the other party’s Confidential Information; and (b) use all reasonable care, but in no event less care than it takes to protect its own Confidential Information of similar importance, to protect the other party’s Confidential Information from unauthorized use, disclosure and publication. Both parties acknowledge that the breach of this Section 9 could cause great or irreparable injury to the disclosing party and that pecuniary compensation would not afford adequate relief, and therefore, that upon any such unauthorized disclosure by the receiving party, the disclosing party shall be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
3. Permitted Use of Subscriber’s Confidential Information. In the event that Subscriber Data or any information provided by Subscriber to My Office Apps is deemed Subscriber’s Confidential Information, Subscriber grants to My Office Apps a non-exclusive, royalty-free right during Subscriber’s use of the Subscription Service, to use the Confidential Information for the sole purpose of performing My Office Apps’ obligations under this Agreement in accordance with the terms of this Agreement. Such rights shall include permission for My Office Apps to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 9.1.
4. Legal Compliance. My Office Apps maintains that its primary duty is to protect Subscriber Data to the extent the law allows. Notwithstanding anything to the contrary herein, My Office Apps reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If My Office Apps is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then My Office Apps will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, My Office Apps may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.
5. Return of Confidential Information; Continuing Obligations. On the expiration or termination of this Agreement, the receiving party shall promptly return to the disclosing party all copies, whether in written, electronic, or other form or media, of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

10. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
2. Warranties. My Office Apps warrants that (a) this Agreement, and the Purchase Orders accurately describe in all material respects the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber’s Data, (b) My Office Apps will not materially reduce the overall security of the Purchased Services during a subscription term, (c) subject to Section 6.3 (Integration with Third Party Applications), My Office Apps will not materially reduce the functionality of the Purchased Services during a subscription term, and (d) the Purchased Services and Content will not introduce Malicious Code into Subscriber’s systems. For any breach of the above. Subscriber’s exclusive remedies are those described in Section 13.3 (Termination).
3. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. MUTUAL INDEMNIFICATION

1. Indemnification by My Office Apps. My Office Apps will defend Subscriber against any claim, demand, suit or proceeding made or brought against Subscriber by a third party alleging that the use of a Purchased Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Subscriber”), and will indemnify Subscriber from any damages, attorney fees and costs finally awarded against Subscriber as a result of, or for amounts paid by Subscriber under a court-approved settlement of, a claim against Subscriber, provided Subscriber (a) promptly give My Office Apps written notice of the claim, (b) give My Office Apps sole control of the defense and settlement of the claim (except that My Office Apps may not settle any claim against Subscriber unless it unconditionally releases Subscriber of all liability), and (c) give My Office Apps all reasonable assistance, at My Office Apps’ expense. If My Office Apps receives information about an infringement or misappropriation claim related to a Subscription Service, My Office Apps may in My Office Apps’ discretion and at no cost to Subscriber (i) modify the Service so that it no longer infringes or misappropriates, without breaching My Office Apps’ warranties under Section 10.2 (Warranties), (ii) obtain a license for Subscriber’s continued use of that Service in accordance with this Agreement, or (iii) terminate Subscriber’s subscriptions for that Service upon 30 days written notice and refund Subscriber any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a claim against Subscriber arises from Content, a Third Party Application or Subscriber’s breach of this Agreement.
2. Indemnification by Subscriber. Subscriber will defend My Office Apps against any claim, demand, suit, proceeding, or losses resulting from (i) any Authorized User’s (1) negligence or willful misconduct; (2) use of the Services in a manner not authorized by this Agreement; (3) use of the Services in combination with data, software, hardware, equipment or technology not provided by Provider or authorized by Provider in writing; or (4) modifications to the Services not made by Provider, or (ii) a third party alleging that Subscriber’s Data, or Subscriber’s use of any Service in breach of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against Us”), and will indemnify My Office Apps from any damages, attorney fees and costs finally awarded against My Office Apps as a result of, or for any amounts paid by My Office Apps under a court-approved settlement of, a Claim Against Us, provided My Office Apps (a) promptly give Subscriber written notice of the Claim Against Us, (b) give Subscriber sole control of the defense and settlement of the Claim Against My Office Apps (except that Subscriber may not settle any Claim Against My Office Apps unless it unconditionally releases My Office Apps of all liability), and (c) give Subscriber all reasonable assistance, at Subscriber’s expense.
3. Exclusive Remedy. This Section 11 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 11.

12. LIMITATION OF LIABILITY

1. LIMITATION OF LIABILITY. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY CLAIM OR SERIES OF RELATED CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY SUBSCRIBER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT SUBSCRIBER’S PAYMENT OBLIGATIONS UNDER SECTION 7 (FEES AND PAYMENT FOR PURCHASED SERVICES).
2. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

13. TERM AND TERMINATION

1. Term of Agreement. This Agreement commences on the date Subscriber first accepts it and continues until all subscriptions hereunder have expired or have been terminated.
2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Purchase Order. Except as otherwise specified in a Purchase Order, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless My Office Apps has given Subscriber written notice of a pricing increase at least 30 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter. Such notice may be in the form of an invoice or any other form of notice used by My Office Apps to communicate with Subscriber.
3. Termination. A party may terminate this Agreement for cause upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. Such notice by the complaining party shall expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such an alleged breach. Upon termination of this Agreement, Subscriber shall have no rights to continue use of the Service. If this Agreement is terminated by Subscriber for any reason other than a termination expressly permitted by this Agreement, then My Office Apps is entitled to all of the fees due under this Agreement for the entire Term. If this Agreement is terminated as a result of a breach by My Office Apps, then Subscriber shall be entitled to a refund of the pro rata portion of any subscription fees paid by Subscriber to My Office Apps under this Agreement for the terminated portion of the Term.
4. Subscriber’s Data Portability and Deletion. Upon written request by Subscriber made within 30 days after the effective date of termination of this Agreement, My Office Apps will make Subscriber’s Data available to Subscriber for export or download. After that 30-day period, My Office Apps will have no obligation to maintain or provide Subscriber’s Data, and will thereafter delete or destroy all copies of Subscriber’s Data in Our systems or otherwise in My Office Apps’ possession or control, unless legally prohibited.
5. Surviving Provisions. The Sections titled “Fees and Payment for Purchase Services,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Portability and Deletion of Subscriber’s Data,” “Notices, Governing Law and Jurisdiction,” and “General Provisions” will survive any termination or expiration of this Agreement.

14. NOTICES, GOVERNING LAW AND JURISDICTION

1. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Subscriber shall be addressed to the relevant billing contact designated by Subscriber. All other notices to Subscriber shall be addressed to the relevant Subscription Services system administrator designated by Subscriber.
2. Governing Law and Jurisdiction. The law of California law shall govern, construe and enforce all of the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement. The parties further agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County of Orange, California. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement, or in the manner set forth in Section 14.1 of this Agreement for the giving of notice.
3. Arbitration. Each party irrevocably and unconditionally agrees that any action, litigation, or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, will be settled by final and binding arbitration in Orange County, California or such other location as may be mutually agreed to by the parties in accordance with the Commercial Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect. To the extent permitted by law, the hearing and all filings and other proceedings shall be treated in a private and confidential manner by the arbitrator and all parties and representatives, and shall not be disclosed except as necessary for any related judicial proceedings. The arbitration will be conducted before an arbitrator to be mutually agreed upon by the parties from JAMS’ panel of arbitrators.  Provider, on the one hand, and Subscriber, on the other hand, shall be equally responsible for the fees of the arbitration (provided, however, that any party that is not a named claimant or respondent in the arbitration shall not be responsible for any portion of the costs of fees of the arbitration).  In the event that the parties are unable to mutually agree upon the arbitrator, JAMS shall provide a slate of seven arbitrators from its arbitrator panel, and, Provider, on the one hand, and Subscriber, on the other hand, shall have the opportunity to strike three names and rank the remaining four arbitrators in order of preference.  JAMS shall then select the highest-ranked arbitrator to preside over the arbitration.  The arbitrator shall have the authority to grant all monetary or equitable relief (including, without limitation, injunctive relief, ancillary costs and fees, and punitive damages) available under state and/or federal law.  Judgment on any award rendered by the arbitrator may be entered and enforced by any court having jurisdiction thereof.  In addition to any other relief awarded, the prevailing party in any arbitration or court action covered by this Agreement, as determined by the arbitrator or court in a final judgment or decree, shall be entitled to recover costs, expenses, and reasonable attorneys’ fees to the maximum extent permitted by applicable law.

15. GENERAL PROVISIONS

1. Export Compliance. The Subscription Services, and any other services or technology that My Office Apps makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Subscriber shall not permit any Authorized User to access or use any Service or Content in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
2. Entire Agreement, Amendment, and Order of Precedence. This Agreement is the entire agreement between Subscriber and My Office Apps regarding Subscriber’s use of Subscription Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. The parties agree that any term or condition stated in Subscriber’s Purchase Order or in any other of Subscriber’s order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, and (2) the applicable Purchase Order.
3. Assignment. Subscriber may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
4. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
5. Counterparts. The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by email or other electronic transmission, and electronic copies of executed signature pages shall be binding as originals.
6. US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.R. § 12.212. Accordingly, if Subscriber is an agency of the US Government or any contractor therefore, Subscriber-only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
7. Publicity. Subscriber hereby agrees that My Office Apps may, but is not obliged to, use Subscriber’s name and refer to Subscriber as a user of the Subscription Services in any publicity, press release, advertising, or marketing material, throughout the world using any form of media. If Subscriber wishes to use or display My Office Apps trademarks or mention My Office Apps in any publication, website, press release, or in any other manner, Subscriber must obtain the prior written consent of My Office Apps.
8. Privacy Policy. My Office Apps’ privacy policy is available for review on My Office Apps’ website at www.myofficeapps.com.
9. Force Majeure. My Office Apps has no responsibility for and is released from all contractual obligations and liability (e.g. for damages) if its performance of these Terms and Conditions is affected by an event of force majeure. For the purpose of this clause, the term “force majeure” means and includes any event which was not under the control of My Office Apps, or was not reasonably foreseeable, including, but not limited to any natural disaster such as thunderstorm, flood or storm, fire, national emergency, strike or equivalent labor action, or the unavailability of the Internet for reasons beyond the control of My Office Apps.

Contact Us- Email Address: info@moaerp.com