MCIT Michael MCIT Consultancy End User License Agreement for 1BizApp

Last Updated October 08, 2013

IMPORTANT - PLEASE READ THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, SERVICE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the "Licensee" or "You"), AND MCIT LIMITED ("MCIT" or "Licensor"). IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHECKING THE "I HAVE READ AND AGREE TO THE LICENSE AGREEMENT" BOX AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE OR SERVICES MADE AVAILABLE BY MCIT LTD TRADING AS MCIT THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.

This is a license agreement and not an agreement for sale.
1BizApp is MCIT's proprietary software family which includes 1BizApp Desktop, 1BizApp Mobile, 1FuneralApp and the 1BizApp Cloud Services.
Article I of this Agreement governs the licensing of 1BizApp Desktop, 1BizApp Mobile, 1FuneralApp, collectively called the "Software" or "1BizApp".
Article II of this Agreement governs Your use of the 1BizApp Cloud Services (the "Cloud Services").
Article III of this Agreement contains General Terms governing use of the Software and Cloud Services (together, the "Services").

I. MCIT - MICHAEL MCIT CONSULTANCY SOFTWARE

Subject to the terms and conditions set forth in this Agreement, MCIT hereby grants to You, and You hereby accept, a limited, personal, worldwide, royalty-free, non-transferable, non-sublicensable (except to the extent set forth in Section 2) and non-exclusive license to use the Software solely as specified in this Agreement. Any and all rights in the Software not expressly granted to You hereunder are reserved in all respects by MCIT. Except as expressly granted in this Agreement, You are not licensed to use, copy, modify, or distribute copies of all or any portion of the Software. This Agreement does not grant You a license or any rights to the "2007 Microsoft Office System User Interface" and You must contact Microsoft directly to obtain such a license. Any and all rights in the Software not expressly granted to You hereunder are reserved in all respects by MCIT.

1. User License Grant for 1BizApp Software

1.1. 1BizApp License Grant. Subject to the terms and conditions set forth in this Agreement, You may use 1BizApp to help you manage a single business while you have an active 1BizApp subscription ("1BizApp Subscription").
1.2. "A Single Business" means a single legal entity such as Limited company or PLC, sole trader or partership. You must get specific permission from MCIT to use a single subscription with more than one company.
1.3. Support.
1.3.1. While You have an active 1BizApp Subscription, You are entitled to the support or consultancy you have paid for as described in greater detail on our Prices page.
1.3.2. Bugs. Whilst every effort is made during testing to make sure the software is bug free occasionally it does happen. Genuine bugs can be reported via email, we will make every effort to fix all outstanding bugs in the next release and will aim to give feedback to the reporter when the bug is fixed.
1.4. Updates. You are eligible to receive all minor (i.e., service pack updates and other minor revisions to the Software) and major (i.e., major revisions to or new versions of the Software) updates for the Software during the term of Your 1BizApp Subscription. Software updates replace and/or supplement (and may disable) the version of the Software that formed the basis for Your eligibility for the update. You may use the resulting updated Software only in accordance with the terms of this Agreement.

2. Redistribution.

2.1. License for Redistribution. You are not permitted to distribute the Software pursuant to this Section as a standalone product or as a part of any product. MCIT prohibit any attempt to disassemble the code, or attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the 1BizApp Software, except to the limited extent as is permitted by law notwithstanding contractual prohibition.

3. License Limitations

3.1. You may not use the MCIT product names, logos or trademarks to market your business except with express permission from MCIT.
3.2. You may not redistribute, resell, transfer, rent, lease or sublicense the Software, except as required by law or expressly provided in this Agreement.
3.3. Except to the limited extent permitted by law, You are not allowed to disassemble, decompile or "unlock", decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Software.

4. Delivery.

MCIT shall, as applicable to the nature of the particular Software component, either make available for download to You, or host for access by You, a master copy of the Software.

II. CLOUD SERVICES

1. Licensee's Use Of the Cloud Services

MCIT grants You a limited license to access and use the Cloud Service through the 1Bizapp Software while You have an active 1BizApp Subscription. You may not access the Cloud Services through any third party product. MCIT agrees to host the Cloud Services and reserves the right to make changes and updates to the functionality and documentation of the Cloud Services from time to time.

2. Your Account

2.1. To access the Cloud Services, You must create an account associated with a valid e-mail address. You are solely responsible for all activity under Your 1BizApp Subscription and ensuring that all individuals using the Cloud Services under Your 1BizApp Subscription comply with this Agreement, regardless of whether the actions are undertaken by You, Your employees or a third party acting on Your behalf. Each employee or third party authorized by You to use the Cloud Services and 1BizApp Software must be a seperate registered user belonging to a subscription. You will notify MCIT immediately if You believe an unauthorized third party may be using Your account or if Your Content is lost or stolen. MCIT will not be liable for any loss resulting from an unauthorized person using your account, passwords or any assigned credentials.

3. Content

3.1. Storage of Content. MCIT allows You to store, process, access, and query Content in the Cloud Services, provided You comply with the Terms of this Agreement. You agree that You are solely responsible for (and that MCIT has no responsibility to You or to any third party for) any Content that You upload, create, transmit or display while using the Cloud Services and for the consequences of Your actions (including any loss or damage which MCIT may suffer) by doing so. You are solely responsible for the backup of Your Content and acknowledge that You upload Content at Your own risk. The Cloud Services may be periodically inaccessible for reasons including maintenance updates, power outages, system failures, extended downtime and other interruptions. During such periods, You may be unable to access or use all or a portion of the Cloud Services and some or all of Your Content may be deleted. If MCIT determines that an outage or interruption may cause risk to the Cloud Services, MCIT may suspend the Cloud Services.
3.2. Transmission of Content. You understand that the technical processing and transmission of the Cloud Services, including Your Content, will be transferred encrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that MCIT uses third party vendors and hosting partners to provide the necessary infrastructure, hardware, software, networking, storage, and related technology required to run the Cloud Service.
3.3. Content Removal. MCIT does not pre-screen Content, but MCIT and its designees have the right (but not the obligation) in their sole discretion to refuse, remove or delete any Content, without notice, that it determines in its sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property rights or the terms of this Agreement. You may backup Your Content to Your own or a third party system, but otherwise MCIT has no obligation to hold, export, or return any Content. In the event that this Agreement is terminated (for any reason), MCIT will, upon written request, make available one backup copy of Your Content. MCIT has no liability for the deletion of Content that remains in MCIT's control more than thirty (30) days after termination of this Agreement.

4. Additional Use Restrictions

4.1. You may not (and You may not permit anyone else to):
4.1.1. modify, adapt or hack the Cloud Services;
4.1.2. remove, modify, or tamper with any regulatory or legal notice or link that is incorporated into the Cloud Services;
4.1.3. reproduce, copy, sell, lease, loan or exploit any portion, use, or access to the Cloud Services to any third party;
4.1.4. assign (or grant a sub-license of) grant a security interest in, or otherwise transfer Your rights or any part of Your rights to use the Cloud Services;
4.1.5. access or use the Cloud Services:
4.1.5.1. in any way prohibited by any law, regulation or governmental order or decree or that violates others' legal rights;
4.1.5.2. in any way that could harm the Cloud Services or impair anyone else's use of the Cloud Services;
4.1.5.3. to try to gain or provide unauthorized access to the Cloud Services, account or network by any means;
4.1.5.4. to send "spam" (i.e., unsolicited bulk or commercial messages) or otherwise make available any offering designed to violate these terms (e.g., denial of service attacks, etc.).

III. GENERAL TERMS

 

1. Proprietary Rights

1.1. Reservation of Rights; No Other License. You acknowledge and agree that MCIT (or MCIT's licensors) owns all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). MCIT reserves all rights not expressly granted in this Agreement. No additional rights (including implied licenses, rights or covenants) are granted by implication, estoppel or otherwise. Except as expressly set forth herein, this Agreement does not provide You with any license or rights to use any data, software programs or services, or to any related or enabling technologies that may be necessary to use such data, software programs or services. Any license or other terms associated with any data, software programs or services that access or use the Services do not apply to or bind MCIT. You have no right of ownership or control over the Services.
1.2. License to MCIT. You license to MCIT (and its affiliates and necessary sublicensees), all intellectual property or other rights required to allow MCIT to use or process Content or other information through the Services. MCIT may only use such rights, Content and information to provide, operate, and improve the Services. Other than as necessary to provide the Services, MCIT has no right of ownership or control over Licensee's Content or other information provided by Licensee in connection with the use of the Services. Licensee is solely responsible for protecting rights it has, or may have, in its Application, Content or information.

2. Feedback

Your feedback is valuable to MCIT. You license to MCIT without charge all intellectual property or other rights necessary for MCIT to use, share, and commercialise in any way or for any purpose any feedback about the Services You provide. You also license to all third parties without charge all intellectual property or other rights necessary for their products, technologies and services to use or interface with any specific parts of a MCIT software or service that includes the feedback. You will not give feedback that is subject to any license that requires MCIT to license its software or documentation or provide its services to third parties. The rights granted in this paragraph are perpetual and world-wide and survive the termination or expiration of this Agreement.

3. Privacy / Collection and Use of Data

3.1. Information Use and Disclosure by MCIT. With respect to the Services, MCIT may access or disclose information about You, Your account and/or the content of Your or Your users' communications in order to (i) provide, operate, and improve the Services; (ii) comply with the law or respond to lawful requests or legal process; or (iii) protect the rights or property of MCIT or our customers, including the enforcement of MCIT's agreements or policies governing the use of the Services. Personal data collected or otherwise processed by MCIT in the performance of the Services may be transferred to, and stored and processed in, the United Kingdom or any other country in which MCIT or its affiliates or service providers maintain facilities. For more information on the privacy practices of these Services, read the privacy statement at http://1BizApp.com/privacy-policy (the "Privacy Policy").
3.2. Collection and Use of Data. MCIT uses tools to deliver certain features and extensions related to the Services, identify trends and bugs, collect activation information, usage statistics and track other data related to your use of the Services as further described in the most current version of the Privacy Policy. By Your acceptance of the terms of this Agreement and/or use of the Services, You authorize the collection, use and disclosure of this data for the purposes provided for in this Agreement and/or the Privacy Policy.
3.3. Acknowledgments and Consent by Licensee. If Licensee collects, stores, or processes personal information when using these Services, Licensee agrees to comply with all privacy and data protection laws, taking into account the nature of the information to be processed, as well as the features and limitations of the Services as described in this Agreement or as otherwise provided to Licensee.

4. Security

MCIT may apply security technologies and procedures to help protect against unauthorized access or use of the Services. MCIT does not guarantee the success of such technologies and procedures. You are solely responsible for the security, protection and backup of Your Content, and any other Content or software You use in connection with the Services.

5. Term and Termination

5.1. You must maintain an active 1BizApp Subscription to continue using the Services. If You do not maintain an active 1BizApp Subscription, this Agreement and the Licenses granted hereunder, along with Your use of and access to the Services, will terminate. This Agreement and the License granted hereunder may be renewed for successive periods (each a "Subscription Period") pursuant to the applicable 1BizApp Subscription purchased, until terminated in accordance with this Section. If You have a paid 1BizApp Subscription, payment is non-refundable, even if You stop using the Services. If you have a Free 1BizApp subscription and none of the users on your account connect to the cloud services in any 90 day period we may delete your server data. If You upgrade Your 1BizApp Subscription, the upgrade will take effect immediately, You will be charged and must pay the applicable fee, as described at the time You upgrade. If You downgrade Your 1BizApp Subscription, unless otherwise specified, the downgrade will take effect at the end of the term of Your existing Subscription Period.
5.2. Automatic Renewal of Paid 1BizApp Subscription. UNLESS YOU CHANGE YOUR NUMBER OF PAID USERS TO 0 IN YOUR ACCOUNT SETTINGS ("FREE" ACCOUNT) PRIOR TO THE END OF THE TERM OF YOUR EXISTING SUBSCRIPTION PERIOD, YOUR PAID 1BIZAPP SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF THE SUBSCRIPTION PERIOD, AND YOU AUTHORIZE MCIT (WITHOUT NOTICE) TO COLLECT THE THEN-APPLICABLE FEE AND ANY TAXES FOR THE RENEWAL SUBSCRIPTION PERIOD, USING THE CREDIT CARD OR BILLING CREDENTIALS THAT YOU PROVIDED WITH RESPECT TO THE PREVIOUS SUBSCRIPTION PERIOD. 1BizApp Subscription fees and features may change over time. Your 1BizApp Subscription will be renewed at the level MCIT, in its sole discretion, identifies as being closest to Your previous 1BizApp Subscription.
5.3. Promotional and Trial Offers. MCIT may offer trial or promotional 1BizApp Subscriptions ("Promotional Subscriptions") for the Services. Unless otherwise specified, a Promotional Subscription will remain active only for as long as You maintain an active, paid subscription to the MCIT product, software or service which formed the basis of Your eligibility for the Promotional Subscription. MCIT reserves the right at any time to modify or discontinue, temporarily or permanently, any Promotional Subscription and Your access to the Services hereunder with or without notice.
5.4. Unless otherwise prohibited by law, and without prejudice to MCIT's other rights or remedies, MCIT shall have the right to terminate this Agreement and the Licenses granted hereunder immediately if You breach any of the material terms of this Agreement, and, if capable of cure, You fail to cure such material breach within thirty (30) days of receipt of notice from MCIT. The existence of any breach not capable of remedy shall result in the immediate termination of this Agreement and the Licenses granted hereunder.
5.5. Upon cancellation, suspension or termination, all Licenses granted to You hereunder shall terminate automatically, Your right to use the Services shall cease and You must immediately remove all Content and applications from the Services. You are solely responsible for backing up Your Content.
5.6 The commission structure should be fair to all for genuine referrals. Anyone found trying to abuse the system or gain commission fraudulently will lose the right to any and all present and future commission due to them. They may also be subject to further legal action.

6. Representations and Warranties.

6.1. You represent and warrant that:
6.1.1.You have, will obtain, and will maintain all necessary rights to any Content used or saved in 1BizApp, and any other data, software programs or services You use in connection with the Services;
6.1.2.You will not access or use the Cloud Services in a manner that (i) violates any law or regulation, (ii) violates the rights of any third party or (iii) which purports to subject MCIT to any other obligations;
6.1.3.You will not transmit any worms or viruses or any code of a destructive nature.

MCIT PROVIDES THE SERVICES AND SUPPORT SERVICES (IF ANY) "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE." EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, MCIT DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, (B) REPRESENTATIONS OR WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) REPRESENTATIONS OR WARRANTIES THAT ACCESS TO OR USE OF THE SERVICES WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR-FREE, SECURE, OR THAT YOUR USE OF THE SERVICES WILL BE RELIABLE AND ACCURATE, INCLUDING WITHOUT LIMITATION STORING, READING, UPDATING OR DELETING YOUR DATA. YOU SHALL HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACK-UP OF ANY CONTENT OR APPLICATION USED OR CREATED IN CONNECTION WITH THE SERVICES.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MCIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT OR ITS PERFORMANCE. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. IN ANY CASE, MCIT'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED 200 GBP, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

MCIT SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS IN THE SERVICES, INCLUDING WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS INCLUDING THOSE THAT AFFECT THE RECEIPT, ACCEPTANCE, PROCESSING, COMPLETION OR SETTLEMENT OF YOUR SYSTEMS, CONTENT, OR APPLICATIONS.

Some states in the USA do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to You. They also may not apply to You because Your province or country may not allow the exclusion or limitation of incidental, consequential or other damages.

8. Indemnification

Licensee will indemnify, pay the defence costs of, and hold MCIT, its affiliates, and it's or their successors, officers, directors and employees harmless from and against any and all claims, demands, costs, liabilities, judgments, losses, expenses and damages (including solicitors/attorneys' fees) arising out of, in connection with, or related to (i) Your use of the Services in breach of this Agreement or in violation of any applicable law or regulation or third party obligation, or (ii) any data, software programs or services that Licensee uses in connection with the Services, including without limitation any claim that such data, software program or services, or any part thereof, infringes, misappropriates, or otherwise violates any copyright, patent, trade secret, trademark, or other legal right of any third party.

9. Confidentiality

"Confidential Information" includes, but is not limited to, non-public information disclosed by MCIT or MCIT's agents or contractors that is either designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. You shall permit only properly authorized users to use the Services. You will maintain the confidentiality of MCIT's Confidential Information with at least the same degree of care that You use to protect Your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. You will not be liable for the disclosure of any Confidential Information which is: (a) in the public domain other than by a breach of this Agreement on Your part; or (b) rightfully received from a third party without any obligation of confidentiality; or (c) rightfully known to You without any limitation on use or disclosure prior to its receipt from MCIT; or (d) independently developed by Your employees; or (e) generally made available to third parties by MCIT without restriction on disclosure. Your duty to protect Confidential Information survives the termination or expiration of this Agreement.

10. Use of Third Party Services and Links to Third Party Sites

You understand that MCIT uses third party vendors and hosting partners to provide the necessary infrastructure, hardware, software, networking, storage, and related technology required to run the Services. MCIT is not responsible for the services provided by such third party vendors. The Services may also include links to third party sites. MCIT does not control such sites and is not responsible for the content of any linked site, any links contained in a linked site, or any changes or updates to such sites. MCIT is not responsible for any form of transmission received from any linked site. You acknowledge and agree that MCIT is not liable for any loss or damage which may be incurred by You as a result of the availability of third party vendor resources or external sites.

11. Modifying the Terms; Additional Terms

MCIT may modify this Agreement at any time and will provide notice of any modifications. The most current version of the Agreement is available via the link provided on the portal site for the Services. If You do not agree to any modifications, You must immediately stop using the Services and all licenses granted hereunder shall terminate pursuant to Section 5.5. Your continued use of the Services constitutes acceptance of the modified Agreement. This Agreement incorporates by reference any additional terms or conditions applicable to particular aspects of the Services.

12. Notices

MCIT may provide Licensee with notices in any manner MCIT chooses, including by email or posting any such notices on a portal or community development centre website for the Services. Notices provided to You via e-mail will be deemed given and received on the transmission date of the e-mail. Notices provided via posting on a portal or community development center web site will be deemed given on the date they are posted. Notices to MCIT shall be provided to feedback@1BizApp.com.

13. No Waiver

Any delay or failure by MCIT to exercise a right or remedy will not result in a waiver of that, or any other, right or remedy.

14. Choice of Law and Location for Resolving Disputes

The laws of the United Kingdom govern the interpretation of this Agreement, regardless of conflict of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the United Kingdom legal system, for all disputes arising out of or relating to this Agreement. This Agreement does not change Your rights under the laws of Your country if the laws of Your country do not permit it to do so.

15. Interpreting the Agreement

If any court of competent jurisdiction determines that any provision of this Agreement is illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. This Agreement, including any other policies or terms incorporated by reference, is the entire agreement between the parties regarding the Services. It supersedes any prior agreements or statements (whether oral or written) regarding the Services, and is separate and independent from any other agreement(s) that may exist between the parties.

16. Assignment

MCIT may assign this Agreement, in whole or in part, at any time without notice. You may not assign this Agreement, or any part of it, to any other third party. Any attempt by You to do so is void. You may not transfer to a third party, either temporarily or permanently, any rights to use the Services or any part of them.

17. Survival

Any provisions of this Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, feedback obligations, limitations of liability and/or indemnity terms, and any provision of this Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of this Agreement.

18. Force Majeure

Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.