Mi Presence Inc. End User License Agreement /Terms of Service 

 

Last Updated: June 19, 2019

 

This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you) and Mi Presence Inc. (MiPresence). This Agreement is solely between you and MiPresence, and governs your use of MiPresence’s software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the Software).

 

Review this Agreement completely. You agree to be bound by the terms of this Agreement when you click “I Agree”, “Accept” or otherwise download, install, copy, or use the Software, and must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click “Do Not Agree” , “Decline” and must not download, install, copy or use the Software.

 

1. The Software

 

1.1 Standard Packaged Software which is  available to a large audience with varying, albeit fundamentally similar, needs and is designed for the mass public as a solution to the diverse needs of its users.

 

1.2 Customized Software development entails the commissioning, development and release of a software product specifically tailored to a particular user or organization. The custom software is designed with the company's infrastructure, branding and implementation needs in mind, so it works only for that organization.

 

1.3 MiPresence grants you a limited, non-exclusive, non-transferrable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the Software solely for your internal business purposes. You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the Software. This license does not grant you any rights to MiPresence’s (or any other third party’s) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the Software. MiPresence reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to the Software that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the Software.

 

1.4 The Software may update automatically from time-to-time, and you may be required to accept these updates to continue using the Software. MiPresence may perform maintenance on the Software, which may result in service interruptions or delays from time-to-time. MiPresence may not support older versions of the Software. You are solely responsible for obtaining all equipment and services (e.g., Computers, Tablets, Terminals, Internet connectivity) necessary to access and use the Software.

 

2. Fees.

 

Mipresence will send invoice(s) to you as per the contract or quote you signed other than this document. If you have never signed any separate quote or a contract provided by MiPresence then you will pay MiPresence a monthly fee for your use of the Software, which will be collected based on your monthly usage. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on MiPresence’s income) imposed by federal, provincial, or local tax authority. You must notify MiPresence of any billing errors within 30 days from when an error appears on your invoice, after which time period you release MiPresence from all liability for Losses (defined below) resulting from these errors.

 

3. Term.

 

MiPresence will define term (duration) in a separate quote or a contract other than this document. If you have never signed any separate quote or a contract provided by MiPresence then this Agreement commences when you accept or otherwise download, install, copy, or use the Software; and will continue month-to-month until terminated (this period of time is the Agreement’s Term).

 

4. Suspension, Termination.

 

4.1 MiPresence may promptly suspend or terminate your use of the Software if;

 

1. you violate the terms of this Agreement or violate the terms of any other quote or contract which is produced by MiPresence and signed by you;
2. MiPresence believes your use of the Software may damage its reputation or intellectual property rights;

• MiPresence may suspends or terminates its agreement(s) with any third party involved in providing the Software;

1. you exceed normal and reasonable usage for the Software;
2. you experience a bankruptcy or insolvency event; or you are using the Software for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the Software.

 

4.2 If you have never signed any other quote or contract, you may terminate this Agreement at any time and for any reason (without cause) by providing notice to MiPresence. Your termination will be effective at the end of the then current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.

 

5. Confidentiality, Data, Ideas.

 

5.1 Neither of us will disclose non-public information about the other’s business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the Software or otherwise), customer lists, or information relating to a party’s operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that

 

1. is or subsequently becomes publicly available (through no fault of the recipient);
2. the recipient lawfully possesses before its disclosure;

• is independently developed without reliance on the discloser’s Confidential Information; or is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other’s Confidential Information.

 

5.2 Neither of us may disclose the other’s Confidential Information except

 

1. to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement;
2. in response to a subpoena or court order; or as required by applicable law, rule, or regulation.

 

5.3 MiPresence may use data or information obtained through the Software to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information MiPresence collects about you or your consumers is subject to MiPresence’s privacy policy, which is accessible at https://mipresence.com/tc

 

5.4 You may provide, or MiPresence may invite you to provide, comments or ideas about the Software (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that

1. they are not Confidential Information;
2. they are not subject to any use or disclosure restrictions (express or implied);

• you claim no rights in them; and MiPresence has no obligation to notify or compensate you in connection with their disclosure or use. You release MiPresence from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

 

6. Backup.

 

Unless otherwise it is mentioned in other contract produced by MiPresence and signed by you, it is your responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your use of the Software (content may include, without limitation, order transaction information, geo coordinates, customer information including name, address, email and phone numbers,  text, images, graphics, or photos).

 

7. Risk Allocation.

 

7.1 The Software is provided to you “as-is” and “as-available”, unless otherwise it is mentioned in other contract produced by MiPresence and signed by you. You are solely responsible for determining if the Software meets your needs. MiPresence disclaims all warranties (express or implied) related to your account or the Software; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. MiPresence is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the Software due to its interaction with other applications or their content.

 

7.2 You will indemnify MiPresence, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) (together, Losses) that result from your use or misuse of the Software, or your breach of this Agreement. MiPresence may assume the defense of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party claims involving more than the payment of money without MiPresence’s written consent.

 

7.3 To the extent permitted by applicable law, MiPresence will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.

 

7.4 MiPresence’s total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you’ve paid to MiPresence during the 3 months prior to a Loss.

 

8. Communications

 

You authorized MiPresence to communicate with you electronically or otherwise using the contact information you provide to it independent of the Software. (e.g., without limitation, via Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by your communications provider for phone, text, or email communications that MiPresence sends to you.

 

9. General.

 

9.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.

 

9.2 MiPresence may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the Software, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the Software indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the Software if you do not agree to any modifications that are made to this Agreement.

 

9.3 Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the Software. You will follow the requirements of all user documentation provided for the Software. You will not use your Software to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scripts or other programs; or infringe third parties’ intellectual property rights.

 

9.4 This Agreement is governed by Ontario law, without regard to its conflicts or choice of law statutes. The courts in or for Brampton, Ontario are proper venue for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.

9.5 This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. MiPresence is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.

 

9.6 You may not assign this Agreement without MiPresence’s written consent, which assignment is voidable by the MiPresence; however, MiPresence may assign this Agreement without notice to you or your consent.

 

9.7 You may contact Mi Presence Inc. at: 5800 Ambler Dr., Suite 120, Mississauga, Ontario Canada L4W 4J4. Phone: +1-877-687-3218 Email: admin@mipresence.com