The following terms and conditions govern all use of the MSPwerks and MSPwerks Software-as-a-Service products (“Service”) and any assigned account (“Account”) used in connection with the Service and includes, but is not limited to, any new features or tools which are added to the current Service, or any related content, services, or products provided by MSPwerks Inc. (“MSPwerks”). The Service is owned and operated by MSPwerks and is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, the MSPwerks Privacy Policy) and procedures that may be published by MSPwerks from time to time through the MSPwerks website (www.MSPwerks.com) or through any of the MSPwerks subdomains (collectively, the “Site”) (collectively, the “Agreement”). These terms and conditions are also replicated on the MSPwerks website (www.MSPwerks.com).
Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Service. If these terms and conditions are considered an offer by MSPwerks, acceptance is expressly limited to these terms. The Service is available only to individuals who are at least 18 years old or the applicable state or provincial age of majority thereby allowing you to legally enter into this Agreement.
In this Agreement, our customers and any of their staff members whom are given access to the Service are herein referred to as “Subscribers”, and our customers’ customers who use the Service (e.g. to login and view SOP’s) are referred to as “SP Customers”.
1. Term
The term of this Agreement begins on the date your Account is activated and continues on a month-to-month basis until either party terminates this Agreement pursuant to the terms hereof. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
2. Your Account
- You are fully responsible for all activities that occur under the Account and any other actions taken in connection with your Account by your Customers. You must not publish content in your Account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and MSPwerks may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause MSPwerks liability.
- You must immediately notify MSPwerks of any fraudulent or unauthorized uses of MSPwerks, your Account, or any other breaches of security. MSPwerks will not be liable for any acts or omissions by you, the Subscriber, your Customers, or any other users of your Account, including any damages of any kind incurred as a result of such acts or omissions.
- You must provide your full legal name, current address, valid email address, and any other information necessary to complete the MSPwerks signup process.
- Accounts registered in an automated fashion (e.g. by “bots”) are not permitted.
- Your login may only be used by one person. Sharing a single user login between multiple people is not permitted. You may create separate user logins for multiple people, provided your Account plan permits.
- You are responsible for keeping your password (and any other users’ passwords under your Account) secure. MSPwerks cannot and will not be held liable for any loss or damages from your failure to maintain the security of your Account or passwords.
- You must not upload or transmit any form of viruses or malicious code.
- We have the right to suspend, restrict, or terminate your Account, without any notice to you, if we suspect any form of fraudulent or malicious activity.
- You must not use the Service for any illegal or unauthorized purpose and must not violate any laws in your jurisdiction.
- You are responsible for all activity on your Account, and for all charges incurred by your Account.
3. Payment of Fees, Refunds, and User Changes
Credit Card – A valid credit card is required to use the Service.
Monthly Fees – The monthly fee is based on the plan you selected via the Pricing page, unless a valid promotional code entered during the signup process permits otherwise.
User Changes – You may change the number of users at any time.
Company Changes – You may change the number of companies in your subscription at any time. Your monthly fee will only change if you change the tier.
Refunds – MSPwerks does not provide refunds for services for any reason whatsoever, except for administrative errors or where a representative of MSPwerks has expressly offered a refund.
Billing – Currency billing for the Service is in US Dollars (USD), Pounds Sterling (GBP) or Euros (EUR).
Taxes, levies, and duties – All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, except Accounts registered with a US billing address, which are billed applicable sales tax, depending on the state specified for the Account’s billing address.
Failure to Make Payment – In the event payment is not received for the Service due to a declined attempt to charge your credit card, expired credit card, or otherwise, and payment is not received within 3 days of the initial attempt, your Account will be suspended. If a suspended Account is not reactivated and the outstanding Account balance paid in full within three (3) months, it will be cancelled and all Account data may be permanently deleted.
Credit Card Security – All credit card transactions are processed by a PCI-DSS Level 1 compliant 3rd party. Credit card data is not stored in the Service or retained by MSPwerks at any time. MSPwerks reserves the right at any time, and from time to time, to change providers at its discretion.
4. Support
The Service includes access to email support. “Email support” means the ability to make requests for technical support assistance by email or in-app at any time (with reasonable efforts by MSPwerks to respond within two business days) concerning the use of the Service.
5. Copyright and Subscriber Data
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Content – The Content published by MSPwerks through the Service, this Site, including, but not limited to, HTML/CSS, Javascript, visual design elements, concepts, and copy are copyright © MSPwerks All rights reserved. You may not duplicate, copy, or reuse any portion of the Content without express written permission from MSPwerks. All Content uploaded or published by you via the Service must comply with copyright laws in your jurisdiction.
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Copyright – We claim no copyright or intellectual property over the Content you provide to the Service. Content you upload to the Service remain yours. However, all templates and content provided by the Service are Company PI, you may not use the SOP templates outside of the Service or Subscription with the Service. Printing, Copying or Content Exports are not permitted.
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Subscriber Data – Subscriber data, pertaining to documentation or any derivatives thereof stored in the Service (the “Subscriber Data”) shall be and remain the sole and exclusive property of you, the Subscriber. MSPwerks is provided a license to Subscriber Data hereunder for the sole and exclusive purpose of providing the Services, including a license to store, record, transmit, maintain, and display Customer Data as necessary for the provisioning of the Services. Other than its security obligations below (Security of Subscriber Data), MSPwerks assumes no responsibility or liability for Subscriber Data, and the Subscriber shall be solely responsible for Subscriber and the consequences of using, disclosing, storing, or transmitting it.
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Sensitive Subscriber Data – Unless the Subscriber has entered into a written agreement with us to the contrary, the Subscriber acknowledges that we are not a Business Associate or subcontractor (as defined in HIPAA). The Subscriber must not submit, collect or use any “personal health information” as defined in 45 CFR §160.103 (“PHI”) of US Law, with or to the Service. The Subscriber agrees that we have no liability for PHI received from the Subscriber, notwithstanding anything to the contrary herein. The Subscriber also acknowledges that the Service is not designed to store credit card information as defined in PCI-DSS. MSPwerks uses external third-parties for the purposes of credit card processing and storage relating to purchasing and renewing of the Subscription. This information is not considered Subscriber Data and not covered by this clause.
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Access to Subscriber Data – The operation of the Services requires that some employees have access to the systems which store and process Subscriber Data. For example, in order to diagnose a problem a Subscriber is having with the Service, we may need to access Subscriber Data. These employees are prohibited from using these permissions to view Subscriber Data unless it is necessary to do so. We have technical controls and audit policies in place to ensure that any access to Subscriber Data is appropriate.
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Security of Subscriber Data – MSPwerks is built as a multi-tenant, Software-as-a-Service platform. Individual subscriber data is secured between subscribers. Sharing of information between subscribers is not possible within the platform.
6. Cancellation and Termination
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Termination – You may terminate this Agreement at any time by ceasing all use of the Service and notifying MSPwerks through your Account. MSPwerks may terminate this Agreement and your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, if it believes, in its sole judgement, that you have breached or may breach any term or condition of this Agreement. MSPwerks can terminate the Service immediately as part of a general shut down of our Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
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Final Payment for Prior Services Rendered – In the event of termination of your Account, you will be charged for any outstanding amounts owing at the end of your billing cycle, including, without limitation, Transaction Fees incurred during your last month of service.
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Removal of Subscriber Data – In the event your Account is terminated, all Subscriber Data may be permanently deleted after 14 days. SOP templates provided through our service are not-exportable and only available and licensed to active subscribers.
7. Changes to the Service, Pricing, or Billing
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Changes to the Service – MSPwerks reserves the right at any time, and from time to time to modify, discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
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Changes to Billing or Pricing – MSPwerks reserves the right, at any time, and from time to time, to change its prices and billing methods for the Service, subject to 30 days’ notice from us. Such notice may be provided at any time by posting on the MSPwerks Site (www.MSPwerks.com), the Service itself, or by email to you, the Subscriber.
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MSPwerks shall not be liable to you or any third party for any modification, price change, suspension, or discontinuation of the Service.
8. Intellectual Property
This Agreement does not transfer from MSPwerks to you any MSPwerks or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with MSPwerks. MSPwerks, the MSPwerks logo, and all other trademarks, service marks, templates, onboarding wizards, graphics and logos used in connection with MSPwerks, or the Service are trademarks or registered trademarks of MSPwerks or MSPwerks’ licensors. Other trademarks, Service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any MSPwerks or third-party trademarks.
9. Changes to the Agreement
MSPwerks reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. If you would like to be directly notified in the event of a change to the Agreement, you may request so by emailing info@MSPwerks.com. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. MSPwerks may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
10. General Representation and Warranty
You represent and warrant that (i) you have reviewed the MSPwerks Privacy Policy located at MSPwerks.com/privacy-policy and are content for all personal data relating to Customers and Subscribers to be obtained and processed in the manner it describes, (ii) your use of the Service will be in strict accordance with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside), and (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party.
11. Service Availability & Maintenance
MSPwerks makes every effort to ensure the Service is available at all times. However, there will be occasional periods of downtime necessary to perform essential system upgrades and maintenance. We will attempt to provide twelve (12) hours of notice for scheduled downtime, but in some cases, downtime may be unscheduled or beyond our control.
There may also be unforeseen incidents that cause the Service to go down for a period of time that are beyond MSPwerks’s control. We will work to remediate any Service issues as quickly as possible.
Certain key Service processes may depend on 3rd party systems. We are unable to guarantee the availability of 3rd party systems and are in no way responsible for any outages.
12. Disclaimer of Warranties
The Service is provided “as is”. MSPwerks and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither MSPwerks nor its suppliers and licensors, makes any warranty that the Service will be error free or that access thereto will be continuous or uninterrupted. You understand that you use the Service at your own discretion and risk.
13. Limitation of Liability
In no event will MSPwerks, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or Service; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to MSPwerks under this agreement during the three (3) month period prior to the cause of action. MSPwerks shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
14. Indemnification
You agree to defend, indemnify, and hold harmless MSPwerks, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to your violation of this Agreement.
18) General Provisions
a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
b) JURISDICTION, VENUE & CHOICE OF LAW: Through Your use of the Website or Services, You agree that the laws of the State of Florida shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between You and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Miami-Dade, Florida. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
c) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Miami-Dade. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state: Florida. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
f) NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
h) NO AGENCY, PARTNERSHIP OR JOINT VENTURE: No agency, partnership, or joint venture has been created between the Parties as a result of this Agreement. No Party has any authority to bind the other to third parties.
i) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
j) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email Us at the following address: info@mspwerks.com.