Last updated 30 July, 2023
These Software as a Service (SAAS) Terms and Conditions (the “Agreement”) govern the use of the SAAS services provided by Misoft Solutions LLC (hereinafter referred to as “Provider”) through the general URL www.erp.gold and any customized URLs (collectively referred to as “Domain”). By accessing and using the services provided through the Domain, the customer (hereinafter referred to as “User”) agrees to be bound by the terms and conditions set forth in this Agreement.
Please read these terms and conditions carefully and immediately cease using the Services if you do not agree to it.
These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement
BETWEEN
Misoft Solutions LLC (referred to as “SAAS Provider”, “we” or “us”)
AND
The user (referred to as “Customer” or “you”),
Collectively referred to as the Parties or each a Party, (Terms and Conditions).
AGREEMENT TO TERMS
These Terms and Conditions create a legally binding contract between you, whether you are an individual or representing an organization (“you”), and MiSoft Solutions LLC (“SAAS Provider,” “we,” or “us”). The agreement pertains to your usage of the services provided by SAAS Provider, known as the “Service,” accessible via the website www.erp.gold and any custom URLs associated with it.
(collectively referred to as “Domain”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).
We are registered in Michigan, a limited liability company whose legal name is MiSoft Solutions LLC . MiSoft Solutions LLC has employees, independent contractors, and representatives (“our Team”).
You agree that by accessing the Site and by use of service, you have read, understood, and agree to be bound by all of these Terms and Conditions. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE, AND YOU MUST IMMEDIATELY CEASE ANY FURTHER USE.
We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms and Conditions, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site and services so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms and Conditions by your continued use of the Site after the date such revised Terms and Conditions are posted.
Any information containing personal data shall be handled in strict accordance with applicable privacy laws and regulations in the State of Michigan, USA, including but not limited to the following relevant provisions:
MiSoft Solutions LLC shall comply with the requirements of the CCPA and ECPA , including providing California residents with the right to know what personal information is being collected, used, and disclosed, as well as the right to request the deletion of their personal information and electronic communication. If the personal data exchanged includes protected health information (PHI), MiSoft Solutions LLC shall comply with the privacy and security standards set forth by HIPAA,to safeguard the confidentiality and integrity of PHI. MiSoft Solutions LLC shall adhere to all relevant federal data protection laws, such as the Gramm-Leach-Bliley Act (GLBA) and OPPA if handling personal financial information.
In the event that the performance of the Project necessitates the exchange of personal data, the relevant Parties shall promptly determine their respective roles as data controllers, joint controllers, or data processors in accordance with the applicable data protection laws. They shall further establish the appropriate consequences and responsibilities for data handling through a separate written agreement. MiSoft Solutions LLC assures that it does not share any personal information or user data/stored data with any third party for the sole purpose of monetary exchange or marketing. Data sharing occurs on an as-needed basis and is limited in scope, solely to enable integration with Misoft Solutions services, such as PayPal or FedEx plugins, as chosen by the User. MiSoft Solutions LLC may utilize the personal data for quality purposes and to provide additional value-added services, ensuring full compliance with the relevant data privacy laws and regulations in the State of Michigan..
In order to utilize the Service, you must satisfy the following eligibility requirements:
1. You must be at least eighteen (18) years old and possess the legal capacity to enter into binding contracts.
2. You are obligated to complete the registration process in its entirety.
3. By using the Service, you are expressly agreeing to be bound by these Terms.
4. It is your responsibility to provide accurate, complete, and up-to-date contact and billing information.
5. You are prohibited from accessing or using the Service if you are situated in Cuba, Iran, North Korea, Syria, or any other jurisdiction subject to a U.S. government embargo, or if such jurisdiction has been designated by the U.S. government as a “terrorist-supporting” country. It is recommend visiting the official website of the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) https://ofac.treasury.gov/. Which is office is responsible for administering and enforcing economic and trade sanctions based on U.S. foreign policy and national security goals.
By availing yourself of the Service, you hereby represent and warrant that you meet all the aforementioned requirements, and further undertake not to employ the Service in a manner that violates any applicable laws or regulations. Please note that your representations and warranties herein constitute legally enforceable obligations and MiSoft Solutions LLC retains the right, at its sole discretion, to decline service, terminate user accounts, and modify the eligibility criteria, at any time and without prior notice.
SERVICES
On or from the Effective Date and during the Term, the MiSoft Solutions LLC agrees to provide the Services in accordance with the terms and conditions. The Customer agrees the MiSoft Solutions LLC owns or holds the applicable licenses to all Intellectual Property Rights including but not limited to copyright in the Software and SAAS Services and any documentation provided with the Services by the MiSoft Solutions LLC to the Customer including any Customer configuration documentation.
The MiSoft Solutions LLC reserves the right to change or remove features of the SAAS Services from time to time. Where there is any material alteration to the SAAS Services in accordance with this clause, the MiSoft Solutions LLC will provide the Customer with 5 Business Days’ notice and the Customer agrees that any material alteration is at the MiSoft Solutions LLC’s discretion.
The Parties agree that the MiSoft Solutions LLC:
• Will provide the Services on a non-exclusive basis;
• Does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
• The Service Provider shall not be held liable for any malfunctions, bugs, performance issues, data loss, or degradation of the Services that result from or are caused by any issues within the Customer Environment. The Service Provider shall not be responsible for any such problems arising from the functions, APIs, processes, or programs of any third-party services integrated into the Service. The Service Provider’s liability shall be limited to the extent that the Service itself is directly responsible for the reported issues, excluding any impacts stemming from the Customer Environment or third-party facilities.
Please be advised that these terms and conditions exclusively govern the use of services provided by MiSoft Solutions LLC and establish the legal rights and obligations between Users and Misoft Solutions. The SAAS Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
CUSTOMER RESPONSIBILITIES AND OBLIGATIONS
By using the services provided by MiSoft Solutions LLC or signing up for an account, you expressly acknowledge and agree to the following responsibilities and obligations as a customer of the Service:
• You represent and warrant that you meet the eligibility criteria set forth in the Terms of Service, including being at least eighteen (18) years old and possessing the legal capacity to enter into a binding agreement. Furthermore, you must successfully complete the registration process, agree to the Terms of Service, provide accurate and up-to-date contact and billing information, and confirm that you are not located in a country subject to a U.S. government embargo or designated as a “terrorist-supporting” country.
• You shall use the Service in full compliance with all applicable laws, regulations, and legal obligations. This encompasses, but is not limited to, adhering to data protection, privacy, and marketing laws. If you collect personal information from minors, you are responsible for ensuring compliance with applicable laws and obtaining appropriate consent as required.
• You are solely responsible for maintaining the confidentiality and security of your account credentials, including usernames and passwords. Promptly notify MiSoft Solutions LLC of any unauthorized access or use of your account or any other security breach that may occur.
• You agree to use the Service solely for its intended purposes as defined in the Terms of Service. You shall not engage in any activities that may harm, impair, or disable the Service or infringe upon the rights of others. Furthermore, you shall not utilize the Service for any unlawful or discriminatory purposes.
• In the event that Service-Specific Terms are provided for specific features or functionalities within MiSoft Solutions LLC, you are required to comply with those terms in addition to the General Terms outlined in the Terms of Service. In case of any conflict or inconsistency between the General Terms and the Service-Specific Terms, the Service-Specific Terms shall prevail.
• You shall indemnify, defend, and hold Misoft Solutions, its affiliates, officers, directors, employees, agents, and representatives harmless from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your breach of the Terms of Service or any violation of applicable laws or regulations resulting from your use of the Service.
Failure to comply with these responsibilities and obligations may result in the termination or suspension of your account and access to the Service, as stipulated in the Terms of Service.
AUTHORIZED USERS AND USE POLICY
Each Authorized User must be a person and may only use the Service on behalf of the Customer. They may be an independent contractor or a service provider for the Customer. Customer will at all times be responsible and liable for all actions or omissions of
(i) any Authorized User or
(ii) under an Authorized User’s account, whether such action or omission was by an Authorized User or by another party, and whether or not such action or omission was authorized by an Authorized User.
CUSTOMER ACKNOWLEDGES AND AGREES THAT MISOFT SOLUTIONS LLC HAS NO OBLIGATION TO MONITOR OR POLICE COMMUNICATIONS OR DATA TRANSMITTED THROUGH THE SITE OR SERVICES AND THAT MISOFT SOLUTIONS NOT BE RESPONSIBLE FOR THE CONTENT OF ANY SUCH COMMUNICATIONS OR TRANSMISSIONS. CUSTOMER AND ITS AUTHORIZED USERS SHALL USE THE SITE OR SERVICES EXCLUSIVELY FOR AUTHORIZED AND LEGAL PURPOSES, CONSISTENT WITH ALL APPLICABLE LAWS, REGULATIONS AND THE RIGHTS OF OTHERS. CUSTOMER AND ITS AUTHORIZED USERS SHALL NOT USE THE SITE OR SERVICES TO TRANSMIT ANY BULK UNSOLICITED COMMERCIAL COMMUNICATIONS. CUSTOMER SHALL KEEP CONFIDENTIAL AND NOT DISCLOSE TO ANY THIRD PARTIES ANY USER IDENTIFICATIONS, ACCOUNT NUMBERS AND ACCOUNT PROFILES.
SUBSCRIPTION FREE TRIAL AND BETA SERVICE
This Subscription Free Trial and Beta Service clause (“Clause”) outlines the terms and conditions governing the use of certain services provided by Misoft Solutions LLC (“SAAS provider “us” “we”) as closed or open beta services (“Service” or “Services”) and trial accounts for the purpose of testing and evaluation. By participating in a free trial or accessing the beta version of the Service, you (“User”) agree to comply with the provisions set forth in this Clause.
A. Free Trial:
• Users may be offered a free trial of the Service, which allows them to access and use certain features of the Service for a limited period of time as specified by Misoft Solutions LLC.
• The free trial is provided solely for the purpose of evaluating the Service and its suitability for Users’ needs. Users may not use the free trial for any commercial, revenue-generating, or production purposes.
• The free trial is provided “as is” without any warranty or guarantee of any kind. Misoft Solutions LLC makes no representations or warranties regarding the availability, functionality, or suitability of the free trial.
B. Beta Service:
• Users may be invited to participate in the beta version of the Service, which may include access to pre-release features or functionalities for testing and evaluation purposes.
• Users are encouraged to provide feedback, comments, suggestions, or other input regarding their experience with the beta version of the Service (“Feedback”). Misoft Solutions LLC may use and incorporate Feedback into the Service without any obligation or compensation to the User.
• The beta version of the Service is provided “as is” without any warranty or guarantee of any kind. Misoft Solutions LLC makes no representations or warranties regarding the availability, functionality, or suitability of the beta version.
C. Limitations:
• The free trial and beta version of the Service may have limited features, capabilities, or performance compared to the full commercial version of the Service.
• Misoft Solutions LLC reserves the right to terminate or suspend the free trial or beta access at any time, with or without cause or notice.
D. Continuation of Service:
• At the end of the free trial period or beta access, Users may have the option to convert to a paid subscription plan, subject to the terms and conditions of the applicable pricing and subscription agreement.
• Misoft Solutions LLC is under no obligation to continue or provide the Service beyond the free trial period or beta access.
E. Confidentiality:
Users understand and acknowledge that the free trial and beta version of the Service may contain confidential information and trade secrets of Misoft Solutions LLC. Users agree to maintain the confidentiality of any such information and not disclose it to any third parties and shall comply with the UTSA and other states trade secret laws.
F. Limitation of Liability:
Users agree that Misoft Solutions LLC shall not be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage arising out of or caused by the use of the free trial or beta version of the Service.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise provided, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States of America, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms and Conditions, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
USER DATA AND REPRESENTATIONS
The Customer grants to the Misoft Solutions LLC a limited license to copy, transmit, store and back-up or otherwise access, use or make reference to any Intellectual Property Rights in the Data:
• To supply the Services including to enable the Misoft Solutions LLC Users to access and use the Services and to develop other services.
• To do analysis for the purposes of predictive safety analytics, industry guideline production and other safety-related uses.
• To test, enhance and otherwise modify the Services whether requested by the Customer or not.
As reasonably required for the performance of the Misoft Solutions LLC’s obligations under these Terms and Conditions.
By using the Site and services provided by Misoft Solutions LLC, you represent and warrant that: (1) ALL REGISTRATION INFORMATION YOU SUBMIT WILL BE TRUE, ACCURATE, CURRENT, AND COMPLETE; (2) YOU WILL MAINTAIN THE ACCURACY OF SUCH INFORMATION AND PROMPTLY UPDATE SUCH REGISTRATION INFORMATION AS NECESSARY; (3) YOU HAVE THE LEGAL CAPACITY AND YOU AGREE TO COMPLY WITH THESE TERMS AND CONDITIONS; (4) YOU ARE NOT UNDER THE AGE OF 13; (5) YOU ARE NOT A MINOR IN THE JURISDICTION IN WHICH YOU RESIDE, OR IF A MINOR, YOU HAVE RECEIVED PARENTAL PERMISSION TO USE THE SITE; (6) YOU WILL NOT ACCESS THE SITE THROUGH AUTOMATED OR NON-HUMAN MEANS, WHETHER THROUGH A BOT, SCRIPT OR OTHERWISE; (7) YOU WILL NOT USE THE SITE FOR ANY ILLEGAL OR UNAUTHORIZED PURPOSE; AND (8) YOUR USE OF THE SITE WILL NOT VIOLATE ANY APPLICABLE LAW OR REGULATION.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
Misoft Solutions LLC shall maintain and implement reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its employees and representatives, from unauthorized access, use, copying, or disclosure, in accordance with applicable data protection and privacy laws in the United States. To ensure the accuracy, storage limitation, integrity, and confidentiality (security) of Confidential Information, Misoft Solutions LLC will adopt industry-standard security practices and technologies that are appropriate to the nature of the data being processed..
DATA SECURITY AND RESPONSIBILITIES
Customer’s Content and date stored on the platform is the sole responsibility of the customer which includes making inputs and updates in user data and make sure that the Customer Content does not contain anything that violates or may violate the copyright, trade secret, trademark, or other intellectual property rights of any third party and that Customer has collected and handled all Customer Content in compliance with all applicable data privacy and protection laws, rules, and regulations.
SUPPORT SERVICES
During the Term, Misoft Solutions LLC shall provide Support Services for the functions within the program, subject to the following terms:
Basic Support Services: The subscription plan priced at $79/user/month includes access to the Support Services through the ticket system integrated into the software. Customers under this plan shall utilize the ticket system to raise any applicable service-related issues.
Enhanced Support Services: Customers have the option to subscribe to an upgraded support plan priced at $180 per month, which provides additional and extended support services. The Enhanced Support Services cover support via phone or email, enabling direct communication with Misoft Solutions’s support team for prompt assistance.
Support Hours: The Support Services, whether under the Basic or Enhanced plan, will be available during the specified Support Hours, as outlined on the Misoft Solutions LLC website or any official communication channels.
Notice and Assistance Requirement: In order to avail themselves of the applicable Support Services, the Customer shall provide notice to Misoft Solutions LLC through the designated system and processes as set out on the Site.
Service Levels: Misoft Solutions LLC shall provide the Support Services in accordance with the specified Service Levels. These Service Levels will govern the response time, resolution time, and other performance metrics related to the Support Services.
SUBSCRIPTION AND PAYMENT
A. Subscription Plans:
The Services offered are made available to users through subscription plans having variations. These subscription plans establish the terms and conditions governing the access and utilization of the Services.
B. Payment Method:
For subscription plans payments shall be exclusively accepted via Credit Card. By selecting a subscription plan, you hereby provide your consent and authorization for us to charge the corresponding fees to the designated Credit Card.
C. General Terms and Conditions of Use:
All users, whether under straight subscription or subscription with customization and onboarding, shall adhere to the General Terms and Conditions of Use. The General Terms and Conditions of Use shall outline the acceptable usage of the Services, data privacy, intellectual property rights, and other relevant aspects of the subscription.
D. Straight Subscription without Customization:
The users may opt for a straight subscription to our Services, which provides access to the standard features and functionalities without any customization. The straight subscription plan includes limited support. Customers with straight subscriptions have the flexibility to cancel their subscription at any time without any time commitments. Straight subscription users may cancel their subscription anytime by going into Menu/Subscription/Cancel Subscription.
E. Customization Clause:
In the event of customization, a separate Customization Agreement shall be executed between the customer and our company. The Customization Agreement shall govern the specific customization services, timelines, costs, and any other provisions that supersede certain clauses of the General Terms and Conditions of Use. Customers availing customization services through the Customization Agreement shall commit to a minimum period for using the customized Services, as specified in the agreement. By signing the Customization Agreement, the customer agrees to the minimum commitment period, which overrides any previous month-to-month status.
F. Customization Cost:
The customization cost for our Services is primarily determined by the separate agreement taking into consideration the chosen development/customization method.
Agile development or Waterfall development method based on customers’ requirements.
G. Onboarding Cost:
The onboarding cost shall be determined based on the number of users and services subscriptions, as well as the time commitment chosen by the customer. Our company offers discounted customization costs for onboarding services to provide tailored features and integration to meet the specific needs of the customer’s business. The specific details regarding the onboarding cost, including the applicable discounts and pricing structure, shall be outlined in the Customization Agreement.
H. Monthly Billing Cycle:
The monthly billing cycle commences at the date of sign-up or the effective date of the subscription, as specified in the agreement between the customer and our company.
I. Price Adjustments:
We reserve the right to modify the price of any Service or to impose charges for Services that are currently offered free of charge. Any adjustments to fees will not take effect until the completion of your existing billing cycle. Prior notification will be provided to you regarding any such price changes.
J. Usage Charges:
Usage charges shall solely apply to users who have opted for a paid subscription plan. Free users will not incur any charges for utilizing the Services, subject to the limitations stipulated within the free plan.
USER REGISTRATION
As part of subscribing and accessing the Service, the User will need to register with Misoft Solutions LLC creating a unique ID based on username. The User will provide Misoft Solutions LLC with certain registration information including phone number and email, all of which must be accurate, truthful, and updated.
The User shall not:
• Select a username already used by another person
• Use a username in which another person has rights without such person’s authorization or
• Use a username that Misoft Solutions LLC, in its sole discretion, deems offensive or inappropriate.
Your account is secured by a password You provide. You shall be solely responsible for maintaining the confidentiality of your password and consequently You are fully responsible and liable for all usage and activity on your account. You shall immediately notify Misoft Solutions LLC of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password. You are responsible for keeping your contact information updated as Misoft Solutions LLC will use the same for all communication as pertains to the Service and Misoft Solutions LLC cannot be held liable for a failure to communicate if the Users contact information is incorrect or outdated.
TERM
The Term of this Agreement takes effect on and from the Effective Date and continues for the Initial Term, if specified, and any Renewal Term, or otherwise indefinitely, unless this Agreement is terminated earlier in accordance with the terms of this Agreement.
INACTIVE USER ACCOUNTS POLICY
We reserve the right to terminate user accounts that remain unpaid or inactive for a continuous period of 60 days without notice. In the event of such termination, all data associated with the inactive user account will be permanently deleted.
• An account is considered inactive if there has been no login or activity recorded within the account for a continuous period of 60 days and is inactive for 24 or more months.
• Prior to terminating an inactive user account, we may send a reminder notice to the account holder, notifying them of the impending termination due to inactivity. The notice will specify a timeframe within which the account holder must take action to prevent termination.
• It is the account holder’s responsibility to ensure that any important data or information associated with their account is backed up or retrieved prior to the termination of the account. We shall not be liable for any loss or damage incurred as a result of the termination of an inactive account, including the permanent deletion of data.
• Inactive user accounts may be suspended during the period of inactivity. This suspension may include disabling login and restricting access to account features and services. The purpose of the suspension is to protect the security and privacy of the data stored within the account.
• Should an account holder wish to reactivate their inactive account, they must contact our customer support team and follow the specified procedures. Reactivation may be subject to additional terms and fees, as determined by us.
• Once an account has been terminated due to inactivity, the username associated with that account will no longer be available for future use. It cannot be reclaimed or used on any subsequent accounts.
• You or we may terminate the agreement at any time and for any reason by terminating your account or providing notice to the other party. In the event of termination, no refund or reimbursement will be provided for any remaining account credit, including in cases where the account is suspended or terminated due to a breach or violation of the agreement.
• We don’t know the inner workings of your organization or the nature of your personal relationships. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact and profile information listed for that account. In cases where differing contact and profile information is present, we’ll require you to resolve the matter through proper channels outside of Misoft Solutions LLC. When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account.
DATA USAGE FOR IMPROVEMENT OF SERVICE
By utilizing the Service and creating Campaigns, you acknowledge and agree that we may, for the purpose of improving the Service, employ algorithms and programs (“Tools”) that involve viewing, copying, and internal distribution of the Content within your Campaigns and account.
• The Tools are utilized to identify problem accounts, enforce compliance with these Terms, applicable laws, and regulations, as well as to analyze data internally. Through the use of these Tools, we aim to enhance the Service, optimize user experiences, and develop improved functionalities for Members and their contacts.
• The Tools enable us to identify Members who violate these Terms, as well as any relevant laws or regulations. This allows us to take appropriate actions to address non-compliant behavior and maintain a secure and lawful environment for all users.
• The data derived from the Tools is analyzed internally to gain insights, improve the Service, and develop new features and functionalities. Such analysis may involve studying usage patterns, user behavior, and trends to enhance the overall performance and effectiveness of the Service.
• Any data used for analysis or improvement purposes will be anonymized or aggregated to the extent possible, ensuring that individual users cannot be personally identified from such data.
GENERAL RULES
1. Harmful and Discriminatory Content:
Misoft Solutions LLC prohibits the use of accounts for the primary purpose of promoting or inciting harm towards others, or engaging in discriminatory, hateful, or harassing behavior. We reserve the right to suspend or terminate your account if you distribute any Content that, in our sole discretion, falls into either of the following categories:
a. Threat of Physical Harm: This includes any statement, photograph, advertisement, or other Content that can reasonably be perceived as threatening, advocating, or inciting physical harm or violence against others.
b. Hateful Content: This includes any statement, image, photograph, advertisement, or other Content that can reasonably be perceived as causing harm, threatening, promoting harassment, promoting intimidation, promoting abuse, or promoting discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.
We may also suspend or terminate your account if, in our sole discretion, we determine that you fall into any of the following categories:
a. Organizations that publicly state or acknowledge goals, objectives, positions, or founding tenets that can reasonably be perceived as advocating, encouraging, or sponsoring Hateful Content or Threats of Physical Harm.
b. Individuals who have publicly made comments, statements, or positions known, including through membership in an organization as discussed above, that can reasonably be perceived as Hateful Content or Threats of Physical Harm.
c. Individuals or organizations that have acted in a way that can reasonably be perceived as supporting, condoning, encouraging, or representing Hateful Content or Threats of Physical Harm.
Violation of these rules may result in the suspension or termination of your account.
2. Bandwidth Abuse/Throttling:
The use of our bandwidth is limited to your Misoft Solutions LLC Campaigns. We provide image and data hosting exclusively for your Misoft Solutions LLC Campaigns, and you are not permitted to host images on our servers for any other purpose, such as a website. We reserve the right to throttle your sending or connection through our API at our discretion.
3. Compliance with Laws:
By using the Service, you represent and warrant that your usage complies with all applicable laws and regulations. It is your responsibility to determine whether the Service is suitable for use in light of your obligations under regulations such as HIPAA, GLB, CCPA, ECPA, OPPA and other data privacy laws (including the General Data Protection Regulation), U.S. Export Control Laws and Regulations, or any other applicable laws. If you are subject to regulations, such as HIPAA, and you use the Service, we will not be held liable if the Service does not meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or other laws applicable to commerce.
If you collect personal information pertaining to a minor and store it within your Misoft Solutions LLC account, you represent and warrant that you have obtained valid consent from the minor in accordance with the applicable laws of the minor’s jurisdiction, or that you have obtained the required parental or guardian consent in accordance with the applicable laws of the minor’s jurisdiction.
4. Compliance with EU Data Privacy Laws:
In accordance with the use of the Services provided by Misoft Solutions LLC, the parties mutually agree to adhere to all applicable privacy laws and regulations of the United States (USA) concerning the collection, use, disclosure, and protection of personal information. “Personal information” includes data that can identify an individual, such as names, addresses, email addresses, phone numbers, and financial information, among others. Compliance with USA privacy laws encompasses adherence to federal laws, including the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), the Children’s Online Privacy Protection Act (COPPA), the California Consumer Privacy Act (CCPA), and any other relevant federal or state privacy laws and regulations. The parties shall collect and use personal information solely for lawful purposes and in accordance with individuals’ rights and consents. Personal information shall be handled securely, disclosed only as required by law or with explicit consent, and access to it shall be restricted to authorized personnel. Furthermore, personal information shall be retained only for the necessary period or as required by law, and individuals shall have the right to access, rectify, restrict, or delete their personal information. Adequate data security measures shall be implemented to safeguard against unauthorized access, and Misoft Solutions LLC shall promptly notify affected individuals in case of a data breach. By using the Services, both parties acknowledge and agree to comply with the terms set forth in this “Compliance with USA Privacy Laws” clause and to maintain continuous awareness of changes in privacy laws to ensure ongoing compliance..
CONFIDENTIALITY
Subject to this clause, each Party must keep confidential and not use or permit any unauthorized use of, all Confidential Information.
Clause does not apply where:
• The information is in, or comes into, the public domain.
• The relevant Party has the prior written consent of the Party that disclosed the Confidential Information;
• The disclosure is required by law
• The disclosure is required in order to comply with this Agreement, provided that the Party disclosing the Confidential Information ensures the recipient complies with the terms of this clause and
• The disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Party disclosing the Confidential Information ensures the adviser complies with the terms of this clause.
Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach of this clause.
The confidentiality provisions of this Agreement shall remain in full force and effect even after the termination of these Terms and Conditions. The User and Misoft Solutions LLC agrees that during and after termination of this agreement, The Parties shall not disclose or divulge to others, any trade secrets, confidential information, or any other data of in violation of this agreement.
PRIVACY
The Parties acknowledge and agree that the purpose of this Clause is to outline the data protection and privacy practices related to the use of the Software-as-a-Service (SaaS) platform (“Service”) provided by the Company. This Clause governs the collection, use, disclosure, and protection of the User’s personal information in connection with the Service. The Company may collect personal information from the User, which includes but is not limited to name, email address, postal address, and phone number, during the account creation process or when voluntarily provided while using the Service. The Company undertakes to implement reasonable security measures to protect the User’s personal information from unauthorized access, alteration, disclosure, or destruction. However, the Parties acknowledge that no data transmission or storage system is entirely secure, and the Company cannot guarantee absolute data security. The User retains the right to review and update personal information in their account settings. Additionally, the User may choose to delete their account, subject to certain information retention requirements for legal or legitimate business purposes. The Company may revise and update this Clause from time to time to reflect changes in data practices. The User will be duly notified of any significant changes via the Service or the email address associated with their account.
CONTRIBUTION LICENSE
You and the Misoft Solutions LLC agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices.
By submitting suggestions or other feedback regarding the Site, you agree that we can use and share such feedback for any purpose without compensation to you.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, decision of charging for services, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors.
GOVERNING LAW
These conditions are governed by and interpreted following the laws of United States of America, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. Misoft Solutions LLC and yourself both agree to submit to the non-exclusive jurisdiction of the state or federal courts located within the State of Michigan , which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in United States of America, or in the EU country in which you reside.
DISPUTE RESOLUTION
Informal Negotiations:
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions disputes brought by either you or us, the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration:
Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Michigan and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Misoft Solutions may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction..
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR OR YOUR AUTHORIZED USER’S USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED.
INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
(1) use of the Site; (2) breach of these Terms and Conditions; (3) any breach of your representations and warranties set forth in these Terms and Conditions; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.
MISCELLANEOUS
These Terms and Conditions and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. These Terms and Conditions operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms and Conditions is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions. You hereby waive any and all defenses you may have based on the electronic form of these Terms and Conditions and the lack of signing by the parties hereto to execute these Terms and Conditions.
CONTACT US
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Misoft Solutions LLC
Phone: 1-888-333-4472
support@erp.gold