THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") GOVERNS YOUR USE OF THE SERVICES.
THIS AGREEMENT GOVERNS BOTH FREE OF USE/TRIAL USE OF THE SOLUTION OR YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE,
SIGNING AN ATTACHED SIGNATURE BLOCK, OR BY EXECUTING AN ORDER FORM THAT REFERENCES
THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING
INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT
THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE
TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER
TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR
IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT
THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our
prior written consent. In addition, You may not access the Services for purposes
of monitoring their availability, performance or functionality, or for any other
benchmarking or competitive purposes. This Agreement was last updated on April 11, 2013.
It is effective between You and Us as of the date of You accepting this Agreement.
You shall (i) be responsible for Users' compliance with this Agreement,
(ii) be solely responsible for the accuracy, quality, integrity and legality of
Your Data and of the means by which You acquired Your Data, (iii) use commercially
reasonable efforts to prevent unauthorized access to or use of the Services, and notify
Us promptly of any such unauthorized access or use, and (iv) use the Services only in
accordance with the User Guide and applicable laws and government regulations.
You shall not (a) make the Services available to any third party other than Users,
(b) sell, resell, rent or lease the Services, (c) use the Services to store or
transmit infringing, libelous, or otherwise unlawful or tortuous material,
or to store or transmit material in violation of third-party privacy rights,
(d) use the Services to store or transmit Malicious Code, (e) interfere with
or disrupt the integrity or performance of the Services or third-party data
contained therein, or (f) attempt to gain unauthorized access to the Services
or their related systems or networks.
Services may be subject to other limitations, such as, for example, limits on disk
storage space, wireless coverage for Mobile Users, ability of a Mobile User's device
to access the service, or on the number of calls You are permitted to make against
Our application programming interface.
This is intended to protect the Services, employees and customers of My Asset Bin,
and the Internet community as a whole from improper, inappropriate, abusive, or
illegal activity. When using the Services, you are required to comply with these
Terms and are expected to adhere to commonly accepted practices of the Internet community.
The prohibited uses described below are intended as guidelines regarding improper and
inappropriate conduct, and should not be interpreted as an exhaustive list.
My Asset Bin makes no guarantee regarding, and assumes no liability for,
the security and integrity of any data or information you store or transmit
via the Services or the Internet, including any data or information stored or
transmitted by any computer designated as "secure." Employees and customers of
My Asset Bin are responsible for immediately reporting to My Asset Bin any issue which
could compromise the security or integrity of any user or system taking part in the Services.
My Asset Bin Services may only be used for lawful purposes. The transmission, distribution,
retrieval or storage of any data or other material in violation of any applicable law or
regulation is prohibited. This includes, without limitation, data or other material which:
Infringes any copyright, trademark, trade secret, patent or other intellectual property right.
Constitutes an illegal threat made against any person or organization.
Violates export control laws or regulations.
Is obscene, pornographic, indecent, or defamatory.
Constitutes an attempt to defraud others.
My Asset Bin's Services may not be used in a manner which purposely alters or forges your identity. You may not engage, without limitation, in the following activities:
Sending any message or transmitting any electronic communication using a name or address other than your own for purposes of deception.
Impersonating someone else by altering your source IP address or by using forged headers or other identity information.
Fraudulently concealing, forging or otherwise falsifying your identity in connection with any use of the Services.
My Asset Bin's Services may not be used to violate the system or network security; such behavior may result in criminal or civil liability. You may not engage, without limitation, in the following activities:
Gaining unauthorized access to, or attempting to compromise the normal functioning, operation or security of any network, system, computing facility, equipment, data or information.
Engaging in any activities that may interfere with the ability of others to access or use the Services or the Internet (i.e., Denial of Service attacks).
Monitoring any data, information or communications on any network or system not owned by you without authorization.
Gaining unauthorized access to the user accounts or passwords of other users of any system.
Attempting to intercept, redirect or otherwise interfere with communications intended for others.
Intentionally transmitting files or messages containing computer viruses or propagating worms, Trojan horses, or "spyware" programs.
Cooperation with Investigations
My Asset Bin will cooperate with appropriate law enforcement and other governmental agencies and other parties involved in investigating claims of illegal or inappropriate activity, and shall have no liability to you or any third party for any actions taken in connection with such cooperation. Employees and customers of My Asset Bin are responsible for providing assistance to My Asset Bin in such investigations as needed.
Reservation of Rights.
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
You shall not (i) create derivate works based on the Services, (ii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iii) reverse engineer the Services, or (iv) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services. Ownership of Your Data.
As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.
We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
Definition of Confidential Information. As used herein, " Confidential Information" means all confidential information disclosed by a party (" Disclosing Party ") to the other party (" Receiving Party "), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Protection of Your Data. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, or access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Warranties and Disclaimers
We warrant that (i) the Services shall perform materially in accordance with the User Guide, and the functionality of the Services will not be materially decreased during a subscription term based on the Mobile Users utilizing a fully supported mobile device lists of supported mobile devices can be found with the Service.
Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party).
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Exclusion of Consequential and Related Damages.
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
Entire Agreement. This Agreement, including all exhibits and addenda hereto, constitutes the entire agreement between the parties 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 shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.