THESE TERMS AND CONDITIONS FOR THE SCANNING SERVICES LICENSE (THE "TERMS") GOVERN YOUR USE OF OUR SERVICES. BY ACCEPTING THESE TERMS, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES.
We reserve the right to update these Terms which shall come into effect only 30 days from the date the notice was posted.
These Terms were last updated on May 23 2017. It is effective between you and MRKT365 Corp. as of the date of you accepting these Terms.
1. License Grant. Subject to this Terms and your payment of applicable license and service fees, MRKT365 Corp. (the "Company") hereby grants to you during the Subscription and or service Term a limited, personal, non-exclusive, non-transferable, non sub-licensable right to use the information, service, information, for the purpose of scanning of a single or multiple websites (depending on the service plan selected), solely for internal purposes and subject to this Terms (the "Service").
2. Prohibited Uses. Other than the rights explicitly granted in this Terms, you shall have no other rights, express or implied, in the Service. Without limiting the generality of the foregoing, you agree and undertake not to, directly or indirectly: (a) work around any technical limitations in the Service in order to circumvent any license type restrictions; (b) reverse engineer, decompile, disassemble or create derivative works of the Service; (c) reproduce, publish, distribute, transfer, publicly display, resell, rent, lease, sublicense, loan, or lend the Service to any third party; (d) use the Service in any manner that is against the law of any jurisdiction; (e) use the Service for commercial software or commercial audit services, or make the Service available in a service bureau or any similar commercial time-sharing arrangement; (f) use the Service for the benefit of any third party; (g) transfer, assign or permit the sharing of license rights to a third party; (h) process or permit to be processed any code of a third party, except for third party code integrated into your own code; or (i) otherwise provide third party access to the Service; (j) use the Servicein any way that may be considered unethical or unreasonable; (k) use the Servicein any way that may harm MRKT365 Corp.;
3. Your Responsibility.You are responsible for all activity occurring under your user account and shall abide by allapplicable local, state, national and foreign laws, treaties and regulations in connection with youruse of the Service, including those related to data privacy, international communications and thetransmission of technical or personal data. You shall: (i) notify the Company immediately ofany unauthorized use of any password or account or any other known or suspected breach ofsecurity; (ii) report to the Company immediately and use reasonable efforts to stop immediatelyany copying or distribution of content that is known or suspected by you or your users; and (iii)not impersonate another Company'suser or provide false identity information to gain accessto or use the Service.
4. Account Information and Data. The Company does not own any data, information or material that you submit to the Service inthe course of using the Service ("Customer Data"). You, not the Company, shall have soleresponsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, andintellectual property ownership or right to use of all Customer Data, and the Company shall notbe responsible or liable for the deletion, correction, destruction, damage, loss or failure to store anyCustomer Data. The Company reserves the right towithhold, remove and/or discard Customer Data without notice for any breach, including, withoutlimitation, your non-payment. Upon termination for cause, your right to access or use CustomerData immediately ceases, and the Company shall have no obligation to maintain or forward anyCustomer Data.
5. Title & Ownership. The Service is licensed, and not sold, for use only under these Terms. The Service is protected by copyright and other intellectual property laws and treaties. All right, title and interest in and to the Service, any derivatives thereof and modifications thereto, including associated intellectual property rights, evidenced by or embodied in and/or attached/connected/related to the Service, are and will remain with the Company and/or its licensors. This Terms does not convey to you any right, title or interest in or to the Service, except for the limited right of use in accordance with the terms herein. Nothing in this Terms constitutes a waiver of theCompany's and/or its licensors’ intellectual property rights.
6. Fees and Settlement. With respect to paid Services, User will be charged the fees set forth in the relevant section on the MRKT365 Website located at https://www.MRKT365.com/prices/ or as otherwise offered on the Website for a particular subscription plan (the “Fees”). The Fees, unless explicitly shown during the process of purchasing a subscription plan and following confirmation thereof, are exclusive of value added tax and any additional or other taxes, charges or duties which may be imposed in connection with any and all payments made or due hereunder and shall, if applicable, be borne, respectively registered and duly declared by User.To the extent the Service or any portion thereof is made available for any fee, or you are a User paying the Company for a service and/or paying a Vendor for its Services via the Mrkt365 Marketplace Environment, you will be required to pay by a credit card that you have authorization to use.
Fees shall be prepaid one month or one year in advance, or as otherwise offered on the Website for a particular subscription plan, at the option of the User by credit card or another payment method accepted.Any bank fees and/or Credit Card extra charges shall be borne solely by User.
You will provide us information regarding your credit card or other payment instrument. You represent and warrant to us that such information is true and that you are authorized to use the payment instrument. You will promptly update your Account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
7. Refund policy. We provide paid Services on a prepaid basis. Users may discontinue their use of any Services at any time at the billing cycle. The date and time of any cancelation of paid Services shall be the date and time on which the User completes the full cancelation process on a going forward basis. Some fees may be refundable on a case by case basis at the full and absolute discretion of the Company.
8. Disclaimer of Warranties. YOU AGREE NOT TO RELY ON THE SERVICE AND ANY INFORMATION PROVIDED AS PART OF THE SERVICES. WE PROVIDE THE SERVICE TO YOU ON AN "AS IS" BASIS AND MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF OUR SERVICE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, WE DO NOT WARRANT THAT THE SERVICE WILL BE PROVIDED UNINTERRUPTED OR ERROR-FREE OR THAT IT SHALL MEET YOUR REQUIREMENTS. you acknowledge the electronic nature of the Service provided hereunder and the inherent risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside our control. you further acknowledge that We are not responsible for performance issues caused by low-performance end-user computers, low-bandwidth end user Internet connections, periodic network congestion among network providers, and low-bandwidth connectivity from redirected image and video sources, improperly configured campaigns, and low-bandwidth connectivity from any servers, which are beyond our reasonable control.
9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR LOST DATA ARISING FROM OR RELATED OR CONNECTED TO THESE TERMS OR TO ANY USE OF THE SERVICE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE RECOURSE IN THE EVENT OF ANY DISSATISFACTION WITH THE SERVICE IS TO STOP USING IT AND TO THE EXTENT ANY ONGOING TRANSACTION IS IN PROGRESS FOR WHICH YOU HAVE PURCHASE OUR SERVICE, AS DEFINED BELOW, THE REFUND OF THE PAYMENT FOR SUCH SERVICE.
10. Term. These Terms are effective until terminated. Your rights under these Terms will terminate immediately and automatically if you fail to comply with any of these Terms. Promptly upon termination of theseTerms for any reason, you must cease all use of the Service, destroy all copies of the software and documentation in your possession or control, and, upon request of the Company, certify such destruction. The Company’s termination of these Terms will not limit any ofthe Company’s other rights or remedies at law or in equity.
11. Termination.These Terms are effective until terminated. Your rights will terminate immediately and automatically if you fail to comply with any of these Terms. Either party may terminate this agreement: (a) upon thirty (30) days written notice in the event of a material breach of this agreement by the other party which has not been cured after the expiration of thirty (30) days from the breaching party’s receipt of written notice of the breach; or (b) if the other party becomes the subject of any voluntary or involuntary petition pursuant to applicable bankruptcy or insolvency laws, or request for receivership, liquidation, or composition for the benefit of creditors and such petition, request or proceeding is not dismissed within sixty (60) days of filing. (c) any billing failure constitutes a cause for termination. Promptly upon termination, you must cease all use of the Service.The Company’s termination of these Terms will not limit any of the Company’s other rights or remedies at law or in equity.
12. Confidential Information. You acknowledge and agree that the Service constitutes valuable trade secrets of the Company and shall be considered the "Confidential Information" of the Company. You agree that you will not, during or after the term of this Agreement, permit the duplication, use, or disclosure of any such Confidential Information other than authorized by these Terms unless such duplication, use or disclosure is specifically authorized by the Company in writing prior to any disclosure. You shall use reasonable diligence, and in no event less than that degree of care that you use in respect to your own confidential information of like nature, to prevent the unauthorized disclosure or reproduction of the Confidential Information. Without limiting the generality of the foregoing, to the extent that this Agreement permits the copying of Confidential Information, all such copies shall bear the same confidentiality notices, legends, and intellectual property rights designations that appear in the original versions and party shall keep detailed records of the location of all Confidential Information.
13. Force MajeureNeither party shall be in default or otherwise liable for any delay in or failure of its performance under this agreement or an ordering document by any cause outside the party's control, including, but not limited to acts of nature, government, aggression and labor dispute. Should the performance of either party be prevented or delayed by such a force majeure event, the non-performing party shall be excused from further performance of the terms of this agreement so affected for so long as the circumstances of the event prevail.
14. General. These Terms constitutes the entire agreement between the parties and may not be modified except by a written agreement signed by the Company. If a court of competent jurisdiction finds any provision of these Terms to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these Terms shall continue in full force and effect. You may not assign this agreement without the Company’s prior written approval. The Company shall be entitled to assign, novate or transfer any rights, duties or obligations under this agreement at its discretion. No waiver of any breach shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. This agreement shall be governed by and construed in accordance with the laws of the United States of America and Canada only the competent courts of United States of America or Canada shall have jurisdiction over any dispute arising from this agreement. However, this shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief. Sections 2, 4, 8, 10, 11 13, 14, 15 and 16 shall survive the termination of this EULA.
Contact. If you have any questions regarding these Terms or desire to contact the Company for any reason, please do so in writing at the following address: 30 MacIntosh Blvd. Unit 5, Vaughan ON L4K 4P1 Canada