PLEASE READ THESE EASYWORKORDER SERVICE TERMS CAREFULLY. USING EASYWORKORDER CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE.
ACCEPTANCE OF TERMS: EASYWORKORDER provides its proprietary (software EASYWORKORDER”) to authorized customers (“you”) subject to these Service Terms. By using EASYWORKORDER, you agree to be bound by the Service Terms contained herein.
DESCRIPTION OF SERVICE: EASYWORKORDER is the creator, developer and owner of a proprietary computer software product known as EASYWORKORDER. EASYWORKORDER includes a database and database schema in the form of an on-line system accessible through the Internet. EASYWORKORDER is commercially available to paying customers on a subscription basis. EASYWORKORDER works to continually improve EASYWORKORDER, in particular with regard to utility, reliability, maintainability, functional performance, user acceptance, and any other factors which may influence the design and use of EASYWORKORDER and its marketability.
RIGHTS GRANTED AND RESTRICTIONS: EASYWORKORDER hereby grants you a limited, nonexclusive, non-transferable right to use EASYWORKORDER subject to these Service Terms, solely for your own internal business purposes and solely in conjunction with a valid EASYWORKORDER user account. All rights not expressly granted to you are reserved exclusively by EASYWORKORDER. You may not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make EASYWORKORDER available to any third party in any way, or reverse engineer or access EASYWORKORDER in order to (a) build a competing product or service, (b) build a product or service using similar ideas, features, functions or graphics of EASYWORKORDER, or (c) copy the ideas, features, functions or work flow of EASYWORKORDER.
The limited rights granted to you do not include the right to develop derivative works of EASYWORKORDER. You agree that you will not modify, reverse engineer, reverse compile, decompile or disassemble EASYWORKORDER, or otherwise reduce any machine-readable elements or components of EASYWORKORDER to human-readable form. All derivative works, including but not limited to translations, abridgments, condensations, improvements, updates, enhancements, or any other form in which EASYWORKORDER itself may be recast, transformed, adapted, or revised and which, if prepared without the consent of EASYWORKORDER, would be a copyright infringement.
You accept and employ EASYWORKORDER for usage under normally expected operating conditions in your environment, recognizing that as a software system the accessibility, accuracy, completeness and reliability of EASYWORKORDER is not guaranteed. You agree to report any perceived or known problems regarding EASYWORKORDER, as well as gather and report any related usage data, including: (1) Any errors encountered in your use of EASYWORKORDER; and (2) Any inadequacies or failures of EASYWORKORDER to perform as anticipated. You agree to provide EASYWORKORDER with any information you believe might be useful to improving EASYWORKORDER. EASYWORKORDER’S
RESPONSIBILITIES: EASYWORKORDER will: (a) Provide to you basic support for EASYWORKORDER at no additional charge, (b) Use commercially reasonable efforts to make EASYWORKORDER available 24 hours a day, 7 days a week, except for: (i) Planned downtime (of which EASYWORKORDER shall schedule to the extent practicable during non-business hours), or (ii) Any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, Internet service provider failures or delays or any other problems, and (iii) Provide EASYWORKORDER only in accordance with applicable laws and government regulations. EASYWORKORDER will perform regular data backups, and will provide software updates, bug fixes and error corrections related as soon as such updates become commercially available.
YOUR RESPONSIBILITIES: You agree to (a) Be responsible for compliance with these Service Terms, (b) Be solely responsible for the accuracy, quality, integrity and legality of your data and of the means by which you acquired your data, (c) Use commercially reasonable efforts to prevent unauthorized access to EASYWORKORDER, and notify EASYWORKORDER promptly of any such unauthorized access or use, and (d) Use EASYWORKORDER only in accordance with the training, user guide and applicable laws and government regulations. You shall not (i) Make EASYWORKORDER available to anyone other than authorized users, (ii) Sell, resell, rent or lease EASYWORKORDER, (iii) Use EASYWORKORDER 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, (iv) Use EASYWORKORDER to store or transmit malicious code, (e) Interfere with or disrupt the integrity or performance of EASYWORKORDER or third-party data contained therein, or (v) Attempt to gain unauthorized access to EASYWORKORDER or it’s related systems or networks.
YOUR EXCLUSIVE OWNERSHIP OF YOUR DATA: You exclusively own all rights, title and interest in and to all of your data used in EASYWORKORDER. EASYWORKORDER acknowledges and agrees that any information or materials, including customer data, reports, attachments, materials and/or information or data created specifically for or generated by you through your use of EASYWORKORDER is and shall remain exclusively your sole property.
INTELLECTUAL PROPERTY RIGHTS: You acknowledge that EASYWORKORDER is the creator, developer and owner of all rights to EASYWORKORDER and EASYWORKORDER Derivative Works including, without limitation, all copyright, trade secret, patent, trademark, rights to information contained within its online database, rights to its database schema and all other intellectual property rights relating thereto. EASYWORKORDER is the sole and exclusive property of EASYWORKORDER. Your rights herein are limited to the license granted by these Service Terms. Unpublished rights are reserved under the copyright laws of the United States. The EASYWORKORDER name, the EASYWORKORDER.net web site, EASYWORKORDER logos, service terms and product names are all trademarks of EASYWORKORDER, and no right or license to use them is granted.
CONFIDENTIALITY: EASYWORKORDER acknowledges that information provided by you for your EASYWORKORDER account setup and your ongoing use of EASYWORKORDER is your confidential and proprietary information. You acknowledge and agree that EASYWORKORDER contains the confidential and proprietary information of EASYWORKORDER. (“EASYWORKORDER Confidential Information”).
NON-DISCLOSURE: “Confidential Information” means all nonpublic information, whether in intangible or tangible form, that either party designates as being confidential or which, under the circumstances surrounding disclosure, the receiving party knows or has reason to know should be treated as confidential, including without limitation, the terms and conditions of these Service Terms. For purposes of these Service Terms, Confidential Information includes, but is not limited to, the source code and database schema of EASYWORKORDER, and any related information.
Each party shall protect the Confidential Information of the other party as such party would protect its own Confidential Information of like importance, but in no event with less than a reasonable degree of care. Notwithstanding the previous sentence, the Confidential Information may be disclosed to a party’s employees, contractors, agents, consultants and advisors who have a need to know for the purpose of enabling each party to exercise its rights and perform its obligations under these Service Terms. The receiving party shall advise any such individuals that the Confidential Information is confidential, and that by receiving such Confidential Information such individuals are agreeing to be bound by these Service Terms, and are agreeing not to use such Confidential Information for any purpose other than as otherwise described herein.
Neither party shall have liability for disclosure of Confidential Information of the other party with respect to Confidential Information which: (i) was rightfully in possession of or known to the receiving party without any obligation of confidentiality prior to receiving it from the disclosing party; (ii) is, or subsequently becomes, legally and publicly available without breach of these Service Terms; (iii) is rightfully obtained by the receiving party from a source other than the disclosing party without any obligation of confidentiality; and (iv) is Page 3 of 5 developed by or for the receiving party without use of or access to the disclosing party’s Confidential Information, and such independent development can be shown by clear and convincing documentary evidence. Except as expressly provided herein, each party agrees that the terms and conditions of these Service Terms shall be treated as confidential and that neither party will disclose the terms or conditions of these Service Terms to any third party without the prior written consent of the other party, provided, however, that either party may disclose the terms and conditions of these Service Terms, to the extent necessary: (i) as required by any valid order of a court or other governmental body; (ii) as otherwise required by law; (iii) in confidence to legal counsel of the parties, accountants, and other professional advisors; (iv) in confidence, to banks, investors and other financing sources and their advisors; or (v) in connection with the enforcement of obligations or exercise of rights under these Service Terms. With respect to disclosure required by a court, governmental order or otherwise required by law, the receiving party shall provide prior notification of such impending disclosure to the disclosing party, and use all reasonable efforts to preserve the confidentiality of the terms of these Service Terms in complying with such required disclosure, including assistance in obtaining a protective order to the extent reasonably possible.
CHANGES TO SERVICE TERMS: EASYWORKORDER reserves the right to modify these Service Terms. You may log onto your EASYWORKORDER account and review the current Service Terms in effect by clicking the “Service Terms” link under “Your profile”.
INVOICING AND PAYMENT: EASYWORKORDER service fees are billed monthly and are due by the 30th day of the month. If an invoice is unpaid by the 30th of the month, a finance charge of 1 ½% per month will be applied. Acceptable forms of payment include check, American Express, MasterCard, Visa or bank wire transfer.
SUSPENSION OF SERVICE: If your account is unpaid after the 30th of the month or finance charges remain outstanding, EASYWORKORDER reserves the right to suspend service. If service is suspended before payment is received, a reactivation fee may be required before service can be reinstated.
TERMINATION: You may terminate your use of EASYWORKORDER at any time, with 30 days advance written notice. EASYWORKORDER, at its sole discretion, may terminate your use of EASYWORKORDER if you breach these Service Terms or otherwise fail to comply with EASYWORKORDER policy. Any unauthorized use of EASYWORKORDER shall be deemed a material breach of these Service Terms. Cause for such termination shall include, but is not limited to, (a) breaches of these Service Terms, (b) requests by law enforcement or other government agencies, (c) a request by you (customer-initiated account termination), (d) engagement by you in fraudulent or illegal activities, and (e) nonpayment of any fees owed by you in connection with your use of EASYWORKORDER. Termination of your EASYWORKORDER account includes but is not limited to the removal of your access to EASYWORKORDER. If there is an outstanding balance at the time of cancellation, EASYWORKORDER reserves the right to terminate your use of EASYWORKORDER if the amount owed is not paid within ten days.
DISCLAIMER OF WARRANTIES: YOUR USE OF EASYWORKORDER IS AT YOUR SOLE RISK. EASYWORKORDERPROVIDES EASYWORKORDER ON AN “AS IS” AND “AS AVAILABLE” BASIS. EASYWORKORDERAND IT’S SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, CONTRACTORS, CONSULTANTS AND LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY OF ANY KIND AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT USE OF EASYWORKORDER WILL NOT INFRINGE ANY PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT EASYWORKORDER AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, CONTRACTORS, CONSULTANTS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY Page 4 of 5 DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS RESULTING FROM THE USE OF OR THE INABILITY TO USE EASYWORKORDER. EASYWORKORDER’S LIABILITY FOR ANY DAMAGES SUFFERED BY YOU, YOUR COMPANY, YOUR EMPLOYER, YOUR CUSTOMERS, OR ANYONE ELSE AFFILIATED WITH YOU, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY THEORY, IN NEGLIGENCE, OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT PAID TO EASYWORKORDER BY YOU OR YOUR COMPANY PURSUANT TO THESE SERVICE TERMS. UNDER NO CIRCUMSTANCES SHALL EASYWORKORDER BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OF YOU OR YOUR COMPANY, ANY CUSTOMER, OR ANY OTHER THIRD PARTY, EVEN IF EASYWORKORDERHAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
INDEMNITY: You agree to indemnify and hold EASYWORKORDER and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claims or demands, including reasonable attorneys’ fees, made by you or any third party due to or arising out of the use of EASYWORKORDER.
GENERAL: These Service Terms will be governed by and construed in accordance with the laws of the State of California and applicable federal laws of the United States of America, without giving effect to its conflict of laws provisions or your actual state or country of residence. Any disputes, actions, claims, or causes of action arising out of or in connection with these Service Terms shall be subject to the exclusive jurisdiction of the State and federal courts located in or near YYYYY, California. If for any reason a court of competent jurisdiction finds any provision or portion of the Service Terms to be unenforceable, the remainder of the Service Terms will continue in full force and effect. The failure of EASYWORKORDER to enforce any right or provision of these Service Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by EASYWORKORDER in writing. These Service Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such matter. Any waiver of any provision of the Service Terms will be effective only if in writing and signed by EASYWORKORDER These Service Terms are binding upon and inure to the benefit of EASYWORKORDER and its respective successors and assigns.
EASYWORKORDER is not liable for any failure to perform its obligations in connection with any electronic communication or obligation under these Service Terms, where such failure results from any act of God or other cause beyond EASYWORKORDER Systems, Inc.’s reasonable control (including, without limitation, any mechanical, electronic or communications failure) which prevents EASYWORKORDER from transmitting or receiving any electronic communication or to perform or receive any services contemplated by these Service Terms.
No delay on the part of EASYWORKORDER in exercising any right or remedy under these Service Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy under these Service Terms preclude any other or further exercise of such right or remedy. Failure of either Party to enforce compliance with any term, provision or condition of these Service Terms shall not constitute a waiver of such term or condition and shall not constitute a precedent.
Any notice which you desire or are obligated to give to EASYWORKORDER hereunder shall be in writing and delivered first by facsimile and then either (1) personally, (2) by overnight mail, postage prepaid, or (3) by U.S. mail, postage prepaid. Notice given by facsimile transmission shall not be effective unless the original is received by EASYWORKORDER.
All mailings shall be addressed as follows:
EASYWORKORDER
940 Alma Place
Oakland, CA 94610
By phone: 510-834-3481
By email: info@easyworkorder.com