“Manager360 App” means the Manager360 Software product for use with the Microsoft Teams application.
“Manager360 Content” means any data, information, or other materials of MGR360, LLC or its licensors that Manager360 provides via the Manager360 app, the Manager360 website or by other means to you or any User.
“Services” means the services, including the Software made available on a software-as-service basis, provided by MGR360, LLC via the Manager360 App using the Microsoft Teams app and access and use of the Manager360 App.
“Subscription Term” means the period of time that is included in the Services subscription that you purchased for use of the Services.
“Software” means the software including without limitations all code, infrastructure, specifications and all related documentations developed by or on behalf of MGR360, LLC that comprises the Manager360 App.
“User Content” means all information, data or material provided, changed or uploaded by the User to the Manager360 App.
“User” or “you” means the natural person or company that has entered into this Agreement with Friendly Flows.
2. General Grant of Rights
This Agreement is a binding agreement between you and MGR360, LLC and apply to all access and/or use of the Services. Any rights not specifically granted to you in this Agreement are reserved by MGR360, LLC.
3. Services and availability
(a) Subject to your full and ongoing compliance with this Agreement, MRG30 grants you, a limited personal, revocable, non-exclusive, non-sublicensable and non-transferable right to use the Services for your internal business purposes during the relevant Subscription Term.
(b) Manager360 may use subcontractors or third-party licensors to provide the Services or portions thereof.
(c) You accept that the Services, including the Software, only contain the functionalities and other characteristics as it contains as of the date of your purchase of a relevant Subscription Term.
(d) At all times Manager360 is entitled to make modifications to the Software and/or Services and to temporality or permanently discontinue, limit or terminate the Software, Services or your account with Manager360 without prior notification or approval from you and without liability to you. Manager360 will use reasonable efforts to notify you of the temporary unavailability or restricted use of the Services if reasonably possible.
5. Intellectual Property Rights
(a) MGR360, LLC or its licensors own all right, title and interest in the Software, the MGR 360 App, the MGR 360 documentation, materials and websites. Nothing in this Agreement transfers any ownership rights to you.
(b) All intellectual property rights in the User Content will remain with the User who made the Content available through the Manager360 App.
(c) You shall not reverse engineer, reproduce or decompile the Software, circumvent or remove any security measures or other technical limitations for the Software or Services.
6. Term and Termination
(a) The Agreement between you and Manager360 begins when you create an account to use the MGR 360 App and will continue in full force until it is terminated in accordance with this Section 6.
(b) If you purchase an annual Subscription Term for the Services, that Subscription Term is not terminable by you prior to the end of the applicable Subscription Term. In such a case, you may choose not to continue to access or use the Services during the relevant Subscription Term however your access to and right to use the Services shall continue until the end of the Subscription Term unless terminated by Manager360 as set forth in Section 6.
(c) If you purchase a month-to-month Subscription Term, you may cancel the Subscription Term any time prior to the 25th of the current month and if timely terminated, the monthly Subscription will be cancelled as of the last day of the current month. If cancelled after the 25th of the current month, termination will not occur until the end of the following month and your credit card will be charged for the fees due for the following month.
(d) Manager360 may terminate your Account and access and use of the Service with immediate effect, and without prior notice or any liability to you, if:
i. You do not make timely payment of the fees for the Services subscription you have purchased (including if your credit card information is not kept up to date);
ii. You do not comply with applicable laws and regulations.
iii. and/or You breach or otherwise fail to comply with the Agreement.
(e) For avoidance of doubt, you will not receive any refunds as a result of any termination.
(f) The effect of any termination is that you will no longer have access to or use of the Services or the Manager360 App. Within a reasonable time after termination, Manager360 will permanent and securely delete all User Content store in the Services or Manager360 App. If you have any User Content that you wish to retain you are responsible for exporting or downloading such User Content from the Services prior to termination.
7. No Warranties.
THE SERVICES, THE Manager360 APP, AND THE SOFTWARE ARE PROVIDED AS IS AND Manager360, ON BEHALF OF ITSELF AND ITS LICENSORS, DOES NOT MAKE (AND HAS NOT AUTHORIZED ANYONE TO MAKE) ANY EXPRESS OR IMPLIED WARRANTY OR FURTHER CONDITIONS, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Manager360 SHALL NOT 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 AMOUNTS IN EXCESS IN THE AGGREGATE OF THE AMOUNTS PAID TO Manager360 HEREUNDER BY YOU DURING THE TWELVE (12) MONTH PERIOD PRIOR TO DATE THE CAUSE OF ACTION AROSE; OR (II) ANY INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST REVENUE, PROFIT OR DATA); OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, RIGHTS OR SERVICES.
9. Force Majeure.
If Manager360’s performance of any part of this Agreement is prevented or delayed or the Services are not available due to, including without limitation, an act of God, act of war, act of terrorism, civil unrest, fire, flood, governmental action, Internet service provider failures or delays, denial of service attack, labor dispute, pandemics or other causes or circumstances beyond Manager360’s control then Manager360 will be excused from performance for the length of that prevention or delay.
You may not assign or transfer this Agreement without the consent of Manager360. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreements supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among parties relating to the subject matter hereof and all past dealing or industry custom. No changes or modifications or waivers are to be made to this Agreement unless evidenced in a writing (other than pre-printed terms, a purchase order confirmation or similar form) that is conspicuously identified and labeled as an amendment and that is signed for and on behalf of both parties. In the event that any provision of this Agreement shall be held by a competent court to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. All disputes, controversies, or claims between the parties arising out of or relating to this Agreement which cannot be settled by agreement of the parties shall be submitted for determination by arbitration by a single arbitrator in accordance with the rules of the American Arbitration Association (“AAA”). The arbitration will be governed by the Commercial Arbitration Rules of the AAA. An award rendered by the arbitrator shall be final and binding on all parties in the proceeding. Except as provided below in this Section, the parties stipulate that the provisions of this Section shall be a complete defense to any proceeding instituted in any federal, state or local court or before any administrative tribunal with respect to any dispute, controversy or claim arising out of or relating to this Agreement. The arbitrator has the right to award or include in any award such relief which the arbitrator deems proper in the circumstances including, without limitation, money damages, specific performance, injunctive relief and legal fees and costs. The award and decision of the arbitrator will be conclusive and binding upon all of the parties, and judgment upon the award may be entered in any court of competent jurisdiction. Each party reserves the right, exercisable only where such party reasonably believes the circumstances justify immediate relief, to obtain temporary restraining orders and temporary, preliminary or permanent injunctive relief from a court of competent jurisdiction, and such party is not required to submit such a dispute for arbitration. Unless the parties otherwise agree, the arbitration proceedings shall be conducted in English and shall take place in Austin, Texas, at a location designated by the arbitrator. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is excluded from application to this Agreement. The governing law shall be that of the State of Texas without regard to conflict of laws principles. This Section shall survive the termination or expiration of this Agreement.