Effective Date: October 16, 2023

MSPintegrations, LLC (“MSPintegrations,” “we,” “us,” or “our”) provides individuals and entities (“Subscriber”) with the ability to purchase MSPintegrations Products (as defined below). This Subscription Agreement (“Agreement”) controls Subscriber’s access and ongoing use of MSPintegrations Products.

You may only purchase and access MSPintegrations Products if you have created an account with us (“User Account”) and agree to this Agreement. MSPintegrations Products may be provided for free during a Free Trial (defined below) or for a fee on a recurring basis (“Subscription Services”).

Please read the terms of this Agreement carefully before accessing and using MSPintegrations Products. This Agreement controls your legal relationship with us and the rights you are granting to us when you access and use MSPintegrations Products.

THIS AGREEMENT CONTAINS A MANDATORY AND BINDING INDIVIDUAL ARBITRATION CLAUSE, CLASS ACTION WAIVER, WAIVER OF RIGHT TO A JURY TRIAL, AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. 

1. Acceptance of this Agreement

Your access to and use of MSPintegrations Products conditioned on your acceptance of this Agreement. By accessing and using MSPintegrations Products, you agree on your own behalf and on behalf of any organization, entity, or other person on whose behalf you may act to accept and abide by this Agreement for each and every use of MSPintegrations Products. If you do not agree with all terms and conditions of this Agreement, please do not access or use MSPintegrations Products.

This Agreement forms the core agreement between you and us and incorporates the following documents:

• Privacy Policy: This policy explains how we collect, use, and disclose personal information about you.
• Data Processing Agreement: This explains how we process your data and your customer’s data, as well as how we may transfer your data from one geographic region to another when using MSPintegrations Products. 
• Implementation Services Agreement: This agreement provides the terms and conditions upon which MSPintegrations may provide Implementation Services related to your use of MSPintegrations Products.

2. Modifications to this Agreement

We reserve the right to modify this Agreement at any time by posting an updated Agreement on the MSPintegrations website. We may also, at our sole discretion, provide Subscribers with an email notice of changes. You are responsible for regularly reviewing this Agreement, and your continued use of MSPintegrations Products after the effective date of any change constitutes your acceptance of the updated Agreement. If any modification is unacceptable to you, you shall cease using MSPintegrations Products. If you have any questions about this Agreement, you may contact us at support@mspintegrations.com.

3. Eligibility to Use MSPintegrations Products

Age of Majority

You may only access MSPintegrations Products if you are in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be 18 years old or older to access or use MSPintegrations Products. Any access or use of MSPintegrations Products by anyone under 18 is prohibited and violates this Agreement.

Government Agencies

MSPintegrations Products and associated documentation are “commercial items” as defined in FAR 2.101 comprised of “commercial computer software” and “commercial computer software documentation” as those terms are used in FAR 12.212. Consequently, regardless of whether Subscriber is the United States government or a department or agency thereof, Subscriber shall acquire only those rights with respect to MSPintegrations Products and associated documentation that are outlined in this Agreement.

4. Definitions

“Affiliate” means an entity that directly or indirectly Controls or is Controlled by or is under common Control with the subject entity.

“Client” means any customer or end user of Subscriber’s services, including, without limitation, any entity or individual who interacts with or otherwise transmits information through MSPintegrations Products.

“Client Information” or “Client Data” means all documents, programs, messages, and other information of a Client that is processed by MSPintegrations Products. Client Information may include, without limitation, names, email addresses, phone numbers, message content, or any other information of Subscriber’s Clients.

“Confidential Information” means all information disclosed under this Agreement, including, without limitation, proprietary and confidential matters concerning either party’s current or proposed business operations, security, and financial information, technical data, inventions, developments, research, marketing strategies, business methods, information related to pricing, the terms and conditions of this Agreement, and other similar information gained in connection with this Agreement, as well as the software, technology, ideas, formulae, know-how, documentation, procedures, algorithms, and trade secrets embodied in the software, technical documentation, solution methodology, user manuals, and other deliverables (including any developments and adaptations to the software). For purposes of this Agreement, “Confidential Information” also includes Client Information and any third-party information that is disclosed by either party under this Agreement. Confidential Information does not include information that: (a) is or becomes generally known or available to the public through no fault of the receiving party, (b) is already known by the receiving party at the time of disclosure through no wrongful act of the receiving party, (c) furnished by a third party with the right to do so, or (d) is independently developed by receiving party without use or reference to Confidential Information.

“Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Implementation Services” means data migration, custom software development, Third-Party Services implementation, MSPintegrations Product customization and implementation, or any professional services provided by MSPintegrations to Subscriber not included in the provision of MSPintegrations Products under the Implementation Services Agreement.

“Intellectual Property Rights” means any and all of the following in any and all jurisdictions throughout the world (whether registered or unregistered): (i) patents and patent applications (including continuations, continuations-in-part, divisional, reexaminations, reissues, and extensions thereof); (ii) copyrights; (iii) trademarks, trade dress, service marks, and other similar designations of the source of origin, together with the goodwill symbolized by or associated with the foregoing; (iv) trade secrets; and (v) all other proprietary or intellectual property rights under any law or international conventions throughout the world, including all registrations of, and applications for, any of the items described in clauses (i)-(iv).

“MSPintegrations Products” means MSPintegrations’ current or later developed software or software-as-a-service solutions specified in an Order, consisting of, without limitation: (i) Email2AT, a parsing tool that references and updates Autotask using the Autotask API; and (ii) Scheduled Tasks, a task automation solution.

“Order” means an order for the purchase of MSPintegrations Products in any format that specifies the MSPintegrations Products purchased by Subscriber and the applicable fees and Subscription Period.

“Services” means, collectively, the provision of MSPintegrations Products and/or Implementation Services. For purposes of this Agreement, the term “Services” also includes all customizations, modifications, updates, errors, and bug fixes developed for Subscriber. 

“Subscriber Information” or “Subscriber Data” means Client Information and all documents, programs, messages, and other information of Subscriber provided or transmitted on, through, or in connection with MSPintegrations Products. 

“Subscription Fees” means the fees paid by Subscriber for access and use of MSPintegrations Products as specified in an applicable Order. Unless stated otherwise, all Subscription Fees are payable in U.S. Dollars.

“Third-Party Services” means any application, software, or service that is provided by third parties and interoperates with MSPintegrations Products. Examples include, without limitation, Autotask (professional services automation), any third-party service that is integrated or otherwise connected to MSPintegrations Products by either party, any third-party email provider used by Subscriber, or any third-party hosting or network provider utilized by either party.

“Users” means individuals who are authorized by Subscriber to use MSPintegrations Products and who have been supplied user identifications and passwords (“Credentials“) by Subscriber (or by MSPintegrations at Subscriber’s request). Users may include, without limitation, Subscriber’s employees, consultants, contractors, and agents.

5. Purchased Products

MSPintegrations Products are productivity tools built for managed services providers and made available by MSPintegrations. Access to MSPintegrations Products is subject to payment of all applicable Subscription Fees and adherence to all terms and conditions specified in this Agreement, an applicable Order, or related addenda.

6. Access to MSPintegrations Products

After completing an Order, MSPintegrations will provide Subscriber with instructions for accessing MSPintegrations Products. Subscriber and each User must have Credentials to access MSPintegrations Products. Subscriber shall maintain adequate security protocols for the protection of its Credentials and access to MSPintegrations Products. Subscriber agrees to: (i) notify MSPintegrations immediately of any unauthorized use of its Credentials; (ii) report to MSPintegrations immediately and use reasonable efforts to stop any unauthorized use of MSPintegrations Products that are known or suspected by Subscriber; and (iii) not provide false identity information to gain access to MSPintegrations Products. Credentials are solely for the use of Subscriber and its Users and shall not be transferred or shared with any third party.

7. Grant of Access

Subject to the terms and conditions of this Agreement, MSPintegrations hereby grants Subscriber a non-exclusive, worldwide, non-sublicensable, non-transferable, and revocable right to access and use the MSPintegrations Products set forth in an applicable Order for its internal business purposes only.

8. Limitations

The use of MSPintegrations Products is subject to payment of all Subscription Fees and the fulfillment of all requirements stipulated in this Agreement. The rights granted to MSPintegrations Products are limited to MSPintegrations and its licensor’s Intellectual Property Rights. Software products not proprietary to MSPintegrations and not included in the provision of MSPintegrations Products, including, without limitation, Third-Party Services, are licensed separately from their respective proprietary owner(s).

9. Subscriber Responsibilities

Subscriber shall: (i) be responsible for its Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Subscriber Information and the means by which Susbscrber acquires Subscriber Information; (iii) use commercially reasonable efforts to prevent unauthorized access or use of MSPintegrations Products; and (iv) use MSPintegrations Products only in accordance with this Agreement and all applicable laws and government regulations, including, without limitation, all laws relating to Intellectual Property Rights, nondiscrimination, technology export, privacy, and data security laws, and will not take any action that harms or violates the rights of any person or entity. 

Subscriber is responsible and liable for: (a) compliance with all privacy laws applicable to the collection, storage, transfer, and use of Subscriber Information, including all proper requests for disclosure and deletion of Subscriber Information requested by Subscriber’s customers; and (b) all uses of MSPintegrations Products resulting from access provided by Subscriber, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.

10. Prohibited Uses.  Except as expressly permitted by mandatory law and this Agreement, Subscriber shall not: 

• Access MSPintegrations Products in order to build a similar or competitive product;
• Copy, reproduce, or republish MSPintegrations Products, in whole or in part;
• Modify or create derivative works based upon MSPintegrations Products;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of MSPintegrations Products; 
• Share nonpublic features or content of MSPintegrations Products with any third party; 
• Assign, transfer, sell, resell, rent, lease, time-share, distribute, or otherwise transfer the rights granted to Subscriber under this Agreement to any third party;
• Use or access MSPintegrations Products to provide service bureau, time-sharing, or computer hosting services;  
• Remove, modify, or obscure any copyright, trademark or other proprietary notices; 
• Use MSPintegrations Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any person or entity, or that violates any applicable law; 
• Impersonate any person or entity or falsely state or misrepresent Subscriber’s affiliation with a person or entity;
• Use MSPintegrations Products in any way to discriminate against any individual or class of individuals protected under federal, state, or local laws, or which may have a discriminatory impact against any individual or class of individuals, or which otherwise promotes illegal, racist, or discriminatory activities or outcomes;
• Use any robot, spider, scraper, or other automated means to access MSPintegrations Products for any purpose without MSPintegrations’ express written permission; 
• Introduce any malicious code or instructions that may disrupt, damage, delay, or interfere with other users’ use of MSPintegrations Products;
• Upload, download, post, email, or transmit material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• Disrupt or interfere with the security of, or otherwise abuse, MSPintegrations Products, system resources, accounts, servers, or networks connected to or accessible through MSPintegrations Products; or
• Access, tamper with, or use non-public areas of MSPintegrations Products. Unauthorized individuals attempting to access these areas of MSPintegrations Products may be subject to prosecution.

11. Responsibilities for Client Information

MSPintegrations shall not, in any way, be responsible for any intentional or unintentional misuse of Client Information by Subscriber (including Subscriber’s employees, subsidiaries, Affiliates and/or parent companies) and/or by Subscriber’s Users or Third-Party Services providers to whom Subscriber has granted access to Client Information via MSPintegrations Products. Subscriber understands that it is solely responsible for granting access to MSPintegrations Products by providing Credentials to Users. Subscriber is solely responsible for safeguarding Client Information and for backup and restoration of Client Information. MSPintegrations is not responsible for the accuracy and/or completeness of Client Information. Subscriber acknowledges and agrees that MSPintegrations Products may not be suitable for all types of information and specifically that it may not be suitable for sensitive information such as medical or financial information (“Sensitive Information“). As such, MSPintegrations does not guarantee that MSPintegrations Products will meet the requirements of the Health Care Portability and Accountability Act (“HIPAA“), the Gramm-Leach Bliley Act (“GLB“), Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank“), or other similar laws. Subscriber is fully responsible to its Clients in connection with the transmission of Sensitive Information through MSPintegrations Products.

12. License to Subscriber Information

Subscriber, and Subscriber’s Affiliates, grant to MSPintegrations a non-exclusive, royalty-free, assignable, transferable, sublicensable, and irrevocable right and license to use, reproduce, adapt, and distribute Subscriber Information as reasonably necessary to provide MSPintegrations Products as required under this Agreement and to exercise its other rights, and perform its other obligations, under this Agreement, and to use and disclose the information contained in or derived from Subscriber Information or Related Data (defined below), on an anonymous (de-identified) basis only, for statistical, analytical, research, marketing, product/service improvement, and other commercial purposes. “Related Data” means data or information (excluding Subscriber Information) associated with or arising out of the use of MSPintegrations Products (including, without limitation, data associated with requests made to, and responses generated in connection with, MSPintegrations Products). Related Data will be MSPintegrations’ property, and neither MSPintegrations nor its sublicensees shall have any duty to compensate or account to Subscriber or its Affiliates in connection with the exercise of the foregoing rights.

13. MSPintegrations Responsibilities

MSPintegrations shall make the MSPintegrations Products purchased by Subscriber available during the Subscription Period specified in an applicable Order and for any subsequent renewals thereof. Subscriber agrees that Subscriber’s purchase of MSPintegrations Products is neither contingent on the delivery of any future functionality or features nor dependent on any public comments or communications made by MSPintegrations regarding future functionality or features unless a description of such functionality or features is attached to this Agreement and signed by both parties.

14. Maintenance

MSPintegrations Products are maintained and receive periodic updates and upgrades through releases. MSPintegrations will use its best efforts to schedule releases such that any impact on the availability and performance of MSPintegrations Products is kept to a minimum but makes no guarantee that MSPintegrations Products will be available to Subscriber at all times. Each MSPintegrations Products release may incorporate new features or enhancements that increase the functionality of the MSPintegrations Products. Release notes may be made public by email or webpage in advance of the actual release, and these communications cover the reasons for, and impact of, the release to Subscriber.

15. Updates and Upgrades

MSPintegrations will make revisions, bug-fixes, patches, or other alterations of MSPintegrations Products that are intended to correct an error in MSPintegrations Products (“Updates”) available to Subscriber without levying an incremental fee. MSPintegrations, at its discretion, may provide enhancements to MSPintegrations Products that it deems necessary or useful to maintain or enhance the quality or delivery of MSPintegrations Products (“Upgrades”). Upgrades are released at MSPintegrations’ discretion and may be subject to additional fees. This Agreement governs all Updates or Upgrades unless such release is accompanied by an updated agreement, in which case the updated agreement controls.

16. Transmission Monitoring

Subject to the provisions of any applicable law, Subscriber consents to MSPintegrations’ interception, collection, use, reproduction, storage, and review of any Subscriber Information as required in connection with: (i) the provision and maintenance of MSPintegrations Products; (ii) billing; (iii) the protection and security of MSPintegrations Products; (iv) compliance with applicable law or valid legal process; or (v) MSPintegrations’ collection, generation, storage, reproduction, and use of Related Data for its own internal purposes, including measuring the use or performance of MSPintegrations Products. Except as required by law or by valid legal process, MSPintegrations shall not, without Subscriber’s consent, specifically identify Subscriber or a Client in association with such Related Data. MSPintegrations reserves the right to remove Subscriber Information that MSPintegrations deems to violate applicable law or this Agreement upon reasonable written notice of such removal to Subscriber. Notwithstanding the foregoing, MSPintegrations has no obligation to remove, screen, police, edit, or monitor Subscriber Information. Subscriber acknowledges that, unless agreed otherwise in a separate written addendum to this Agreement, Subscriber Information may be stored on MSPintegrations servers, the location of which is at the sole discretion of MSPintegrations, and MSPintegrations reserves the right to transfer Subscriber Information from one geographic location to another at any time at its sole discretion.

17. Subscription Fees

Subscription Fees

All Subscription Fees are billed to Subscriber in advance on a monthly recurring basis during the Subscription Period as specified in an applicable Order. SUBSCRIBER AUTHORIZES MSPINTEGRATIONS TO CHARGE SUBSCRIBER’S STORED PAYMENT METHOD AUTOMATICALLY FOR ALL SUBSCRIPTION FEES ON A RECURRING BASIS DURING THE SUBSCRIPTION PERIOD AND UPON ANY RENEWAL. All payments made by Subscriber to MSPintegrations are processed through a third-party payment processor, and MSPintegrations does not store any Subscriber financial information, such as credit or bank information. All Subscription Fees are non-cancellable and non-refundable when paid, and no refunds will be permitted except at the sole discretion of MSPintegrations on a case-by-case basis. 

Free Trial

MSPintegrations Products may be available to Subscriber at no cost and accessed from the MSPintegrations website (“Free Trial”). Access to the Free Trial is conditioned upon Subscriber’s acceptance of this Agreement and any other agreements required by MSPintegrations before access to the Free Trial is granted. MSPintegrations Products during the Free Trial are provided on an “as-is” and “as available” basis, without warranty of any kind. MSPintegrations has no obligation to provide support services during the Free Trial. MSPintegrations may cancel the Free Trial or may make features or components of MSPintegrations Products unavailable to Subscriber or others at any time during the Free Trial.

Fee Changes

MSPintegrations reserves the right to revise its Subscription Fees at any time. MSPintegrations will provide Subscriber with at least thirty (30) days’ written notice before any change becomes effective. Subscriber’s continued use of MSPintegrations Products after the fee change becomes effective constitutes an agreement to pay the updated fees.

Overdue Charges

If Subscription Fees are not received from Subscriber within ten (10) days of the date due, MSPintegrations reserves the right to suspend Subscriber’s access to MSPintegrations Products until all Subscription Fees have been paid. The suspension under this provision does not relieve Subscriber of the obligation to pay all Subscription Fees while Subscriber’s access to MSPintegrations Products is suspended.

Taxes

Unless otherwise stated in an Order or required by law, fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, without limitation, value-added, sales, use, or withholding taxes assessable by any local, state, provincial, federal, or foreign jurisdiction in connection with the Subscription Fees. If MSPintegrations is required to withhold taxes for any reason, MSPintegrations will invoice Subscriber for such taxes, and Subscriber will reimburse MSPintegrations in accordance with the terms of the invoice.

18. Subscription Period

Unless otherwise specified in an applicable Order, MSPintegrations Products are provided on a month-to-month basis commencing on the date of Subscriber’s first access to MSPintegrations Products (“Subscription Period”). The Subscription Period will automatically renew for additional one (1) month terms until either MSPintegrations or Subscriber notifies the other of its intent to cancel the Subscription Period upon at least thirty (30) days’ notice to the other party. 

MSPintegrations may cancel the Subscription Period, effective on written notice to Subscriber, if Subscriber materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after MSPintegrations provides written notice to Subscriber.

Upon cancellation of the Subscription Period, the rights granted to Subscriber herein will terminate, and Subscriber shall cease all use of MSPintegrations Products and delete all copies in its possession or control, if any. Within fifteen (15) days of cancelation, each party shall destroy or, if requested by the other party, return all Confidential Information of the other party in its possession.

19. Third-Party Services

Third-Party Services In General

MSPintegrations Products may use or integrate with Third-Party Services, or Subscriber may use Third-Party Services in conjunction with MSPintegrations Products. All Third-Party Services are provided “As-Is,” and MSPintegrations does not warrant any Third-Party Services, regardless of whether they are required to use MSPintegrations Products or deemed by MSPintegrations as “certified,” “approved,” or “recommended.” Any procurement or use by Subscriber of Third-Party Services is solely between Subscriber and the applicable Third-Party Services provider. Subscriber is solely responsible for compliance with all Third-Party Services providers’ contracts, policies, payment terms, and any other agreements between Subscriber and the Third-Party Services provider. MSPintegrations is not liable for any indirect, special, incidental, punitive, or consequential damages, including, without limitation, loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use Third-Party Services. MSPintegrations is not responsible for any aspect of Third-Party Services that Subscriber procures or connects to MSPintegrations Products or any interoperation, descriptions, promises, or other information related to the foregoing.

Third-Party Services and Subscriber Information

If Subscriber installs or enables Third-Party Services for use with MSPintegrations Products, Subscriber agrees that MSPintegrations may enable such Third-Party Services to access Subscriber Information for the interoperation of Third-Party Services with MSPintegrations Products, and any exchange of data or other interaction between Subscriber and a Third-Party Services provider is solely between Subscriber and such Third-Party Services provider. MSPintegrations is not responsible for any disclosure, modification, or deletion of Subscriber Information resulting from access by Third-Party Services. Additionally, MSPintegrations is not responsible for any downtime or unavailability of Third-Party Services which are outside MSPintegrations’ reasonable control.

Required Third-Party Services

The Services may depend upon certain Third-Party Services (“Required Third-Party Services“). Required Third-Party Services include those Third-Party Services that MSPintegrations deems necessary or required in an applicable Order or other addenda to this Agreement. MSPintegrations may amend or modify Required Third-Party Services in its sole discretion if a change or modification is necessary to provide MSPintegrations Products as required under this Agreement.  

Subscriber is responsible for procuring access to all Required Third-Party Services and for providing MSPintegrations with the necessary information to integrate and/or connect Required Third-Party Services with MSPintegrations Products. Required Third-Party Services depend on the continuing availability of application programming interfaces (“APIs“) and programs for use with MSPintegrations Products. If Required Third-Party Services providers cease to make their APIs or programs available on reasonable terms to MSPintegrations, MSPintegrations may, in its sole discretion: (i) select and provide a replacement for such Required Third-Party Services; or (ii) cease providing such MSPintegrations Products or the features which interoperate with such Required Third-Party Services. Each party shall inform the other party immediately upon becoming aware that a Required Third-Party Service intends to cease providing such service features and use commercially reasonable efforts to avoid MSPintegrations Products feature disruptions by replacing such MSPintegrations Products features with alternative Third-Party Services in a timely manner. 

Additional Third-Party Services Providers

If Subscriber requires connectivity to additional Third-Party Services to further integrate Third-Party Services with MSPintegrations Products, MSPintegrations will use commercially reasonable efforts to fulfill the request, provided, however, such request may incur a setup fee from MSPintegrations as mutually agreed prior to MSPintegrations commencing any work required to fulfill such request. Subscriber understands that such connectivity may also incur fees from the Third-Party Services provider, such as activation fees, setup fees, and transaction fees. Subscriber is responsible for all such Third-Party Services costs and understands and acknowledges that MSPintegrations will pass on to Subscriber any and all fees incurred by MSPintegrations for the Third-Party Services, if any. Unless otherwise agreed in writing, MSPintegrations shall have full discretion regarding which Third-Party Services, if any, may be integrated or otherwise connected to MSPintegrations Products. Any and all customizations or integrations necessary to connect Third-Party Services to MSPintegrations Products shall be provided by MSPintegrations, subject to the terms and conditions of the Implementation Services Agreement. Subscriber understands and acknowledges that unless specified otherwise, MSPintegrations will be the exclusive owner of all rights, title, and interest to any work product related to the customization or integration with any MSPintegrations Products. 

Sub-Processors

MSPintegrations utilizes the following Third-Party Services in the provision of MSPintegrations Products that may process Client Information and act as a Sub-Processor (as defined in the Data Processing Agreement):

• Amazon Web Services: cloud computing and storage services.
• Mailgun: outbound email sending.

20. Proprietary Rights

Reservation of Rights

Subject to the rights granted in this Agreement and any rights granted through other agreements between MSPintegrations and Subscriber, MSPintegrations reserves all rights, title, and interest in and to MSPintegrations Products, including all related Intellectual Property Rights. No rights are granted to Subscriber other than as expressly set forth herein. Subscriber acknowledges and agrees that this Agreement does not grant Subscriber any title or right of ownership in or to MSPintegrations Products or any component thereof, or to any associated materials or Intellectual Property Rights, or to any enhancements, customization, integrations, modifications, suggestions, feedback, or improvements or to any “subject ideas or inventions” including any and all ideas, processes, trademarks, logos, service marks, inventions, designs, technologies, original works of authorship, formulas, discoveries, patents, copyrights, copyrightable works, marketing and business ideas, and proprietary improvements, know-how, data, rights, and claims related to the foregoing that, whether or not patentable, were and are conceived, developed, associated, or integrated into MSPintegrations Products. Subscriber shall not, at any time, take or cause any action which would be inconsistent with or tend to impair the rights of MSPintegrations or its licensors in MSPintegrations Products. 

Copyrights and Trademarks

MSPintegrations retains sole ownership of any and all MSPintegrations’ copyrights, trademarks, and other intellectual property, including the goodwill pertaining thereto (“MSPintegrations IP“). Subscriber retains sole ownership of any and all of Subscriber’s copyrights, trademarks, and other intellectual property, including the goodwill pertaining thereto (the “Subscriber IP“). Subscriber shall not remove or alter any proprietary or copyright notices, trademarks, or logos on the MSPintegrations IP without the written permission of MSPintegrations. MSPintegrations shall not remove or alter any proprietary or copyright notices, trademarks, or logos on the Subscriber IP without the written permission of Subscriber. 

Promotional Rights

By purchasing MSPintegrations Products and by uploading or otherwise providing Subscriber’s business name and/or logo through the MSPintegrations website, Subscriber agrees that MSPintegrations may reference Subscriber in MSPintegrations’ customer listings and may place Subscriber’s name and logo on MSPintegrations’ website and marketing materials relating to MSPintegrations’ products and services, as well as in any press releases or customer “case studies” and the like. Subscriber hereby grants MSPintegrations a limited license to use Subscriber’s trademarks designated by Subscriber for such limited uses, subject to Subscriber’s trademark/logo usage guidelines, if any, provided by Subscriber to MSPintegrations. Notwithstanding the foregoing, Subscriber may reasonably request the removal of any such usage of Subscriber’s trademark/logo upon written notice to MSPintegrations. 

21. Confidentiality

MSPintegrations and Subscriber each agrees that during the performance of this Agreement, it may receive Confidential Information of the other party. Each party agrees not to use or disclose any Confidential Information except for the purpose of meeting its obligations under this Agreement and will not use Confidential Information for any other purpose whatsoever. The parties shall advise all applicable employees, agents, or contractors that they are bound by the confidentiality terms of this Agreement. Further, If either party is required to disclose Confidential Information relating to the other party to a court or government agency, it shall, prior to disclosure and as soon as practicable, notify the other party and allow it an adequate opportunity to object to the disclosure order or take other action to preserve the confidentiality of the information.

22. Limited Warranties  

Corporate Authority

MSPintegrations and Subscriber each represents and warrants that performance under this Agreement: (i) is within its corporate powers; (ii) has been duly authorized by all necessary corporate action; (iii) will not violate any provision of its articles of incorporation or bylaws, or other applicable organizational documents, or any amendment thereof, or constitute or result in a breach of or default under or conflict with any statute or other law, or any order, regulation or ruling of any court or other tribunal or any governmental or administrative agency; and (iv) will not violate any provision of, or constitute or result in a violation or breach of, or default under, or conflict with, any indenture, agreement, lease, instrument or other agreement to which such party is a party or by which it or its property or assets may be bound and affected.

Subscriber Representations and Warranties

Subscriber represents and warrants that: (i) Subscriber has obtained all Subscriber Information that it provides to MSPintegrations or makes available to MSPintegrations Products in accordance with all applicable laws; (ii) Subscriber has all necessary ownership rights, consents, permissions, and licenses to Subscriber Information necessary for MSPintegrations to provide MSPintegrations Products as set forth in this Agreement; (iii) Subscriber shall comply with all applicable laws, rules, and regulations while using MSPintegrations Products; and (iii) Subscriber’s use of MSPintegrations Products or MSPintegrations’ access to Subscriber Information will not violate any law or regulation, or in any way infringe on the rights of third parties including, without limitation, contractual, employment, privacy, Intellectual Property Rights, nondisclosure, and rights of publicity.

23. DISCLAIMER OF WARRANTIES

MSPINTEGRATIONS DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE FUNCTIONS PERFORMED BY MSPINTEGRATIONS PRODUCTS WILL MEET SUBSCRIBER’S REQUIREMENTS, THAT THE OPERATION OF MSPINTEGRATIONS PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS IN MSPINTEGRATIONS PRODUCTS WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES PROVIDED IN THIS AGREEMENT, IF ANY, ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND MSPINTEGRATIONS DISCLAIMS ANY AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, ORAL, OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, REASONABLE CARE, AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT MSPINTEGRATIONS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE, IN FACT, AWARE OF ANY SUCH PURPOSE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, MSPINTEGRATIONS FURTHER DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, AND/OR REPRESENTATIONS OF TITLE AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT AS EXPRESSLY PROVIDED OTHERWISE, MSPINTEGRATIONS PRODUCTS ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MSPINTEGRATIONS OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR INCREASE THE SCOPE OF MSPINTEGRATIONS’ OBLIGATIONS UNDER THIS AGREEMENT.

24. Limitation of Liability

MSPINTEGRATIONS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THIS AGREEMENT UNDER ANY THEORY WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE, EVEN IF MSPINTEGRATIONS HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES. MSPINTEGRATIONS IS EXPRESSLY NOT LIABLE TO SUBSCRIBER FOR: (I) SUBSCRIBER’S INABILITY TO USE MSPINTEGRATIONS PRODUCTS; (II) THE LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY SUBSCRIBER INFORMATION; OR (III) THE BREACH OF SUBSCRIBER INFORMATION OR SYSTEM SECURITY REGARDLESS OF WHETHER MSPINTEGRATIONS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

Aggregate Liability

Subscriber agrees that the total liability of MSPintegrations to Subscriber arising out of, in connection with, or relating to this Agreement will not exceed, in the aggregate for all such liabilities, the total amount of Subscription Fees actually paid by Subscriber to MSPintegrations during the twelve (12) month period immediately preceding the date of the most recent act or omission giving rise to liability by MSPintegrations. Subscriber releases MSPintegrations from all obligations, liability, claims, or demands in excess of the limitation. This limitation shall survive and apply even if any limited warranty or remedy in this Agreement is found to have failed of its essential purpose.

25. Indemnity

MSPintegrations Indemnification

MSPintegrations will indemnify Subscriber for any third-party suit alleging that any MSPintegrations Products purchased by Subscriber infringes any Intellectual Property Rights of a third party, provided Subscriber: (i) gives MSPintegrations immediate notice in writing of any such suit or threat thereof; (ii) permits MSPintegrations sole control, through counsel of MSPintegrations’ choice, to defend or settle such suit; and (iii) gives MSPintegrations all the information, assistance, and authority, at MSPintegrations’ expense, to enable MSPintegrations to defend or settle such suit.

The above provision will not apply to, and MSPintegrations will have no liability or obligation for, any infringement arising from the following: (i) any modification, servicing, or addition made to MSPintegrations Products by anyone other than MSPintegrations; (ii) the use of MSPintegrations Products as a part of or in combination with any software, hardware, or Third-Party Services not provided by MSPintegrations; (iii) the use of other than a current unaltered release of MSPintegrations Products; or (iv) use of any Third-Party Services. This exclusion applies to the extent that the infringement would have been avoided but for such modification, combination, or use of other than the current release.

In the event the use of any MSPintegrations Products provided by MSPintegrations is challenged by a third party, or in the event MSPintegrations wishes to minimize its potential liability under this Agreement, MSPintegrations may, at its sole option and expense and without any cost or harm to Subscriber: (i) procure for Subscriber the right to use such MSPintegrations Products; (ii) substitute a functionally equivalent, non-infringing unit of MSPintegrations Products; (iii) modify such MSPintegrations Products so that they no longer infringes but remains functionally equivalent; or (iv) cancel the Subscription Period effective immediately upon notice. 

Subscriber Indemnification

Subscriber agrees to defend, indemnify, and hold MSPintegrations and its Affiliates, partners, officers, employees, directors, agents, contractors, representatives, successors, and assigns harmless from and against any claims, actions, losses, damages, or other liabilities that arise out of or result from any third-party claim relating to: (i) any breach by Subscriber of any covenant, representation, or warranty in this Agreement; (ii) any defamatory or illegal, or allegedly defamatory or illegal material transmitted to MSPintegrations Products; (iii) any violation by Subscriber of any applicable law, rule, or regulation; (iv) any dispute between Subscriber and a Client; and (v) any loss, breach, or inability to use Client Information resulting from Subscriber’s improper use of MSPintegrations Products, access by Users or third parties, or any other act or omission of Subscriber giving rise to a loss, breach, or inability to use Client Information.

26. Allocation of Risk

Subscriber acknowledges and agrees that MSPintegrations provides MSPintegrations Products in reliance upon the disclaimers of warranty, limitations of liability, and indemnification provisions provided in this Agremeent and that the terms of this Agreement reflect an allocation of risk between Subscriber and MSPintegrations (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the provisions of this Agreement form an essential basis of the bargain between Subscriber and MSPintegrations. If Subscriber is subject to applicable laws that prohibit Subscriber from indemnifying MSPintegrations or prohibit Subscriber from entering into the risk allocation arrangement as set forth in this Agreement, then the terms will apply to Subscriber to the fullest extent permitted by applicable law, it being understood that Subscriber and MSPintegrations wish to enforce the provisions of this Agreement to the maximum extent permitted by applicable law.

27. General Provisions

Entire Agreement.  This Agreement, including all referenced addenda, comprises the entire agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement.

Independent Contractors.  The relationship of MSPintegrations and Subscriber shall be that of independent contractors. Nothing in this Agreement shall be construed to constitute a partnership between or joint venture of the parties, nor shall either party be deemed the agent of the other party or have the right to bind the other party in any way without the prior written consent of such party, except as specifically provided in this Agreement.

No Amendments or Waivers.  This Agreement may not be modified or amended except in writing, signed by a duly authorized representative of each party; no other act, document, usage, or custom shall be deemed to amend or modify this Agreement. No term or provision of this Agreement shall be deemed waived, and no breach excused unless such waiver or consent is in writing and signed by the party that has given such waiver or excused such breach.

Injunctive Relief.  MSPintegrations and Subscriber acknowledge that a breach of the Proprietary Rights or Confidentiality Sections of this Agreement could cause irreparable injury to the other party that may not be adequately compensated in monetary damages. In the event of such a breach, the non-breaching party shall be entitled to seek equitable relief to protect its interests, including but not limited to preliminary and permanent injunctive relief. 

Arbitration.  For any dispute, Subscriber agrees to first contact MSPintegrations at support@mspintegrations.com and attempt to resolve the dispute informally. In the event the parties are unable to resolve the dispute informally, MSPintegrations and Subscriber agree that any controversy or claim arising out of or relating to this Agreement (except for actions seeking injunctive relief) shall be settled by binding arbitration in accordance with the Commercial Rules of the American Arbitration Association (“AAA“). The arbitration shall be conducted by a single arbitrator selected by the parties within ten (10) days of delivery of the demand for arbitration or, failing such agreement, appointed pursuant to the Commercial Rules of the AAA. The arbitration shall be conducted in Orange County, California unless otherwise agreed by the parties. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The prevailing party in any arbitration shall be entitled, in addition to any other rights or remedies it may have, to reimbursement for its expenses incurred, including arbitration costs, reasonable attorneys’ fees, and arbitrators’ fees. This arbitration provision is governed by the Federal Arbitration Act.

Governing Law.  This Agreement shall be governed and construed in accordance with the laws of the State of California, excluding that body of law pertaining to conflicts of law. Any dispute between the parties excluded from the arbitration provision or that cannot be heard in small claims court shall be resolved in the federal courts located in Orange County, California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of the federal courts located in the Central District of California. 

Force Majeure.  Neither party shall be liable for any failure or delay in its performance under this Agreement or any and all addenda due to circumstances beyond its reasonable control (other than the payment of sums due), provided that it notifies the other party as soon as practicable and uses its best efforts to resume performance.

Notices.  All notices and demands given under this Agreement shall be in writing (including electronic and facsimile communication), shall be deemed given when received, and shall be delivered or sent as follows: (i) if to MSPintegrations, 30 N Gould St Ste 27847, Sheridan WY 82801; and (ii) if to Subscriber, to the address specified in an Order. Either party may at any time designate another address for the receipt of notice by written notification to the other party.

Severability.  If any provision of this Agreement is held invalid or unenforceable by any court or agency of competent jurisdiction, the parties shall mutually agree on an alternate, legally valid, and enforceable provision. The remainder of this Agreement shall nevertheless continue in full force and effect to the extent that continued operation under this Agreement without the invalid or unenforceable provision is consistent with the intent of the parties as expressed in this Agreement. 

Rights Cumulative.  No right or remedy conferred upon or reserved to either of the parties is intended to be exclusive of any other right or remedy (unless such intent is expressly set forth in such provision), and every right and remedy shall be cumulative and in addition to any other right or remedy, now or hereafter legally existing upon any default.

Limitations of Claims.  The period of limitation for any cause of action arising out of, based upon, or relating to this Agreement, including, without limitation any claim in contract (including breach of warranty) or tort (including any claim of MSPintegrations’ liability or negligence), or a defect in, or failure of performance of any MSPintegrations Products is hereby reduced to two (2) years after such cause of action arises and the party having the cause of action becomes aware.

Survival.  Any provision of this Agreement which contemplates performance subsequent to the expiration or earlier cancellation of the Subscription Period, or which expressly states that it shall survive cancellation, shall so survive such expiration or cancellation and shall continue in full force and effect until fully satisfied.

Integration.  The terms and conditions of this Agreement shall apply to any addendums, exhibits, or other agreements entered between the parties that expressly state that they are made pursuant to this Agreement or are otherwise reasonably understood to be governed by this Agreement. Should a conflict arise between this Agreement and any addendums, exhibits, or other agreements made pursuant to this Agreement, the order of precedence is first the terms of the other agreement, then this Agreement. Any reference to “this Agreement” or similar language in this Agreement means this Agreement and any applicable addendums, exhibits, or other agreements made pursuant to this Agreement.

Technology Export.  Subscriber shall not export MSPintegrations Products or otherwise remove them from the United States, except in compliance with all applicable U.S. laws and regulations. Without limiting the generality of the foregoing, Subscriber shall not permit any third party to access or use MSPintegrations Products in, or export MSPintegrations Products to, a country subject to a United States embargo.

Assignment.  MSPintegrations may freely assign this Agreement, but Subscriber may not assign or transfer its rights and/or obligations under this Agreement without the prior written consent of MSPintegrations. Notwithstanding the foregoing, no consent is required for an assignment of this Agreement and all applicable addenda made pursuant to a merger, consolidation, or the acquisition of all or substantially all of the business and assets of Subscriber. This Agreement will bind and inure to the benefit of the parties and their successors and permitted assigns.

28. Contact Information

If you have any questions or complaints about this Agreement, please contact us at support@mspintegrations.com.