These Terms constitute an agreement (this “Agreement”) by and between P360, Inc., a California corporation with principal offices at 120 Newport Center Drive, Newport Beach, CA 92660 ("Provider") and Customer ("Recipient").
In the event of any “Service Failure,” Provider will issue Recipient such credits as are required under the SLA. Credits issued apply to outstanding or future payments only and are forfeited upon termination of this Agreement. Provider is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation termination of this Agreement. Credits issued are Recipient’s sole remedy for the Service Failure in question. The SLA is hereby incorporated into this Agreement.
Recipient will comply with the AUP. In the event of Recipient’s material breach of the AUP, including without limitation any copyright infringement, Provider may suspend or terminate Recipient’s access to the Service, in addition to such other remedies as Provider may have at law or pursuant to this Agreement. Neither this Agreement nor the AUP requires that Provider take any action against Recipient or any other customer for violating the AUP, but Provider is free to take any such action it sees fit.
The acceptable use of Mosaic Software-as-a-Service is for the purposes set forth in the applicable Agreement for Services between P360 (Provider) and its customer (Recipient), or other authorized user. An authorized user's right to use the Services is non-exclusive and subject to compliance with the terms and conditions of this AUP, as posted or published on P360's website www.p360inc.com. Provider may amend this AUP in its sole discretion from time to time. The continued use of the Services after a revised AUP has been posted on Provider’s website will be deemed acceptance of this AUP. All Intellectual Property including but not limited to the software, design, code and all related materials is that of the Provider.
The following practices are strictly prohibited by Provider, whether by customer, Recipient or other authorized user:
Using the Services for any unlawful, invasive, infringing, defamatory, or fraudulent purpose; Using the Services to send unsolicited bulk commercial email ("Junk Email") of any kind, regardless of the content or nature of such messages; Intentionally sending any virus, worm, Trojan horse or harmful code or attachment with the Services; Interfering with the use of the Services by Provider 's customers and/or other authorized users; Altering, tampering with or circumventing any aspect of the Services; Reselling, passing-through, renting, leasing, timesharing, sublicensing, transferring, assigning or branding the Services or otherwise providing the Services, or access to the services or software, to any party which is not contractually and expressly authorized by Provider to receive the Services or obtain access to the software; Testing or reverse-engineering the Services in order to find limitations, vulnerabilities or evade filtering capabilities; Supplying proprietary information about the Software or Services, including but not limited to screen shots, product documentation, demonstrations, service descriptions, announcements, or feature roadmaps to unauthorized third parties; Using the Services in a manner not authorized, including use of any features that filter electronic messages for users where an account on Provider service has not been established (except as may be permitted in writing by Provider).
If a customer, Recipient, authorized user or other third party violates any of the foregoing prohibitions, Provider may immediately suspend or limit the Services, terminate the applicable Provider services agreement without further liability or obligation to Customer and/or Recipient and/or take all other action as legally or contractually permitted. As between Provider and customer, all intellectual property and proprietary rights relating to the Services, including but not limited to any specifications, interfaces, protocols and configurations related to the Services, shall belong solely and exclusively to Provider.
In no event: (a) will Provider’s liability arising out of or related to this agreement exceed one month’s service fee; and (b) will Provider be liable for any consequential, indirect, special, incidental, or punitive damages. The liabilities limited by this section 7 apply: (i) to liability for negligence; (ii) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (iii) even if provider is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (iv) even if recipient’s remedies fail of their essential purpose. If applicable law limits the application of the provisions of this section 7, Provider’s liability will be limited to the maximum extent permissible.
Mosaic Software as a Service Agreement (SaaS) Agreement 201702