Go Maint Me Subscription Services Agreement

THIS SUBSCRIPTION SERVICES AGREEMENT (“AGREEMENT”) CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN SORBUS BILISIM LTD. (“GO MAINT ME”) AND YOU IF YOU SUBSCRIBE FOR, ACCESS AND/OR USE GO MAINT ME, A SERVICE WHICH ALLOW YOU TO TRACK AND AUTHORIZE SPENDING WITHIN AND FROM YOUR ORGANIZATION (“SERVICES”).

PLEASE NOTE THAT THIS AGREEMENT CONTAINS IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ IT CAREFULLY BEFORE SUBSCRIBING TO USE THE SERVICES. BY ACCEPTING THIS AGREEMENT BY CLICKING A BOX INDICATING YOUR ACCEPTANCE WHEN YOU CREATE AN ACCOUNT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

  1. Creating an Account

    You must create an account in order to use the Services, even on a trial basis. To create an account, You will be asked to provide certain basic information including Your name, business name, corporate address, contact telephone number, email address. On completion of your free trial (further described in Section 2 below) you will also need to provide credit card information to us for billing purposes.

  2. Trial Subscription Terms

    1. If You register on www.gomaintme.com (the “Website”) for a free 14-day trial of the Services, You must adhere to any additional trial terms and conditions which may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
    2. Towards the end of your free trial, you will receive notification from Go Maint Me that the trial is coming to an end and will be given the option to upgrade to a paid subscription by providing your billing information. If you do not opt to continue your use of Go Maint Me through a paid-license, your right to access the Services will be terminated by Go Maint Me. Any data You enter into the Services during a trial will be permanently lost unless you purchase a subscription to the same Services as those covered by the Trial or may be able to export such data before the end of the trial period (check with Go Maint Me for further information on this). During any free trial of the Services you acknowledge and agree that the Services are provided ‘as-is’ without any warranty or guarantee of any kind.
  3. Full Subscription Terms

    1. Service Period And Renewals

      Services purchased will be provided to You for the period month to month basis unless You opt for an annual subscription and renewal provisions selected when You ordered the relevant Services (“Renewal Period”), and Your account and profile registered with Go Maint Me will remain active, until terminated by You or Go Maint Me pursuant to Sections 3.2 or 3.3 below (“Term”).

    2. Termination by You

      If You are dissatisfied with (i) the Services; (ii) this Agreement; or (iii) any policy or practice of Go Maint Me in operating the Services, You may terminate the Services at any time. Termination will take effect from the date you give notice and you will not be billed for future months.

    3. Service Suspension or Termination by Go Maint Me

      Without limiting other remedies, Go Maint Me may limit, suspend, or terminate this license and Your use of the Services, prohibit access to the Website and delete Your user account and/or user IDs within your organization, with immediate effect, if any outstanding invoices are more than 10 days past due, if we think that You are in breach of this Agreement. Go Maint Me shall effect such termination by providing notice to You to the email address You have provided (if any), and/or by preventing Your access to Your account.

    4. Effect of Termination

      Upon termination of this Agreement, the Services shall terminate and Go Maint Me will not be liable in respect of any damage caused by the termination of this Agreement. You will have the ability to extract your data stored in the Go Maint Me system for a period of thirty days from the date of cancellation.

  4. Licences and Proprietary Rights

    1. License Grant

      Subject to the terms of this Agreement and payment of the applicable fees, Go Maint Me grants You a limited, personal, non-sublicensable, non-assignable, internal license and right to use the Go Maint Me online procurement software solution (including the underlying software and technology contained therein (“Go Maint Me Materials”)) for the purpose of receiving the Services. Any software provided to you is licensed; not sold.

    2. License Restrictions

      You shall use the Services solely as contemplated in this Agreement and shall not license, sublicense, sell, resell, lease, transfer, assign, distribute, time share or otherwise make the Go Maint Me Materials available to any third party. You shall not: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Go Maint Me Materials except to the extent expressly agreed upon in writing by You or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other use restrictions that are built into the Services (c) access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Services.

    3. Restrictions of Use of the Services

      You shall not (a) use, or permit the use of, the Services for an illegal purpose, intellectual property infringement, or in a manner that would cause interference with network operations; (b) resell, remarket, transfer or share the Services or receive any charge or other benefit for the use of the Services; attempt to bypass Go Maint Me’s network, or re-arrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (c) remove any proprietary notices, labels, or marks from the Go Maint Me Materials or modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to You.

    4. Lawful purposes

      You will at any and all times meet Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Services in Your country, including applicable rules that govern the export or import of software. You will use the Services solely for lawful purposes. In this respect You may not, without limitation (i) use the Services to manage any illegal operations, (ii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Services (including our proprietary software which may be available for download on our website), (iii) send any unsolicited commercial communication not permitted by applicable law; or (iv) endanger any part of any system or Internet connection of Go Maint Me or any third party.

    5. Third Party Software

      Go Maint Me Materials may incorporate and embed software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Go Maint Me Materials falls under the scope of this Agreement. Such third party software is licensed; not sold and will be provided to You on the license terms of this Agreement unless additional or separate license terms apply as indicated at the time of download.

    6. Exclusive Ownership

      Except for the rights and licenses granted in this Agreement, You acknowledge and agree that any and all intellectual property (“IP”) rights to or arising from the software are and shall remain the exclusive property of Go Maint Me and its licensors. Nothing in this Agreement is intended to transfer any such IP rights to, or to vest any such intellectual property rights in, You. You are only entitled to the limited use of the intellectual property rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with Go Maint Me’s IP rights. Any unauthorized use of Go Maint Me’s intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.

    7. Content & Data

      As between You and Go Maint Me, You own and retain the copyright in the content You provide, create, store and process through the Services including content you generate and input into the pPocurify digital forms (“Content”). Go Maint Me will, from time to time, automatically collect information about use of the Services such as purchasing time frames, details of order creation and use of the Services as well as information on sectors/industries Go Maint Me’s customers including You engage with. This information will be stored anonymously and in aggregate and will not be associated with Your name, company or Account.

  5. PRIVACY AND CONFIDENTIALITY

    1. Privacy

      Go Maint Me is committed to respecting Your privacy and the confidentiality of Your personal data. Any personal information forming part of Your Content will be kept confidential by us and will only be used in order to provide the Services.

    2. Confidentiality

      Except for aggregated data and statistics, any information or data processed through the Services on Your behalf (including Content) will be treated as confidential by Go Maint Me and will not be disclosed to any third parties without Your express authorization. Notwithstanding the generality of the foregoing, Go Maint Me may provide limited access to Content to those of Go Maint Me’s officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement. Go Maint Me may also provide access to the Content if required by law or in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, the parties shall reasonably cooperate to limit disclosure of this Agreement. For greater certainty, nothing in this Section 5.2 will diminish a receiving party’s obligations under this Agreement to comply with applicable privacy and personal information protection laws.

    3. Suggestions

      Except for aggregated data and statistics, any information or data processed through the Services on Your behalf (including Content) will be treated as confidential by Go Maint Me and will not be disclosed to any third parties without Your express authorization. Notwithstanding the generality of the foregoing, Go Maint Me may provide limited access to Content to those of Go Maint Me’s officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement. Go Maint Me may also provide access to the Content if required by law or in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, the parties shall reasonably cooperate to limit disclosure of this Agreement. For greater certainty, nothing in this Section 5.2 will diminish a receiving party’s obligations under this Agreement to comply with applicable privacy and personal information protection laws.

  6. Payment terms

    1. Fees, Payment & Charges

      Unless otherwise specified, Services are purchased as monthly or annual subscriptions. Your access to and use of the Services is subject to Your payment of the applicable fees due for the service selected by You (“Fees”) set out on the Website and all other applicable amounts, charges and taxes indicated to You when You purchase Services (or otherwise notified to You by Go Maint Me from time to time) noted on Your invoice. Receipts for purchased Services will be invoiced and delivered to You electronically. You shall: (i) keep the billing, credit card and payment information You provide to Go Maint Me or its suppliers or payment processors, including name, credit card number and expiry date, mailing address, email address and telephone number, accurate and up to date; otherwise, we may suspend the Services; (ii) promptly advise Go Maint Me if Your credit card information changes due to loss, theft, cancellation or otherwise; (iii) be liable for Your failure to pay any Fees billed to You by Go Maint Me caused by Your failure to provide Go Maint Me with up to date billing information; and (iv) upon termination of the Services in accordance with Section 2 of this Part III, provide Go Maint Me with a forwarding address for all final invoices or correspondence should Your mailing address differ from that in Your profile. To offset its additional processing costs, Go Maint Me may bill You for administrative charges as set from time to time for administrative or account activities including: collection efforts due to non- payment or having a balance over Your credit limit; returned or rejected payments; or changes in personal identifier information. All administrative charges charged to You will be indicated to You on Your invoice or receipt and You shall pay all such charges.

    2. Taxes

      You are responsible for paying all governmental sales, use, value-added, commodity, harmonized and other taxes imposed on Your purchase or use of the Services. To the extent Go Maint Me is required to collect such taxes, the applicable tax will be added to Your billing account.

    3. Transaction processing

      Annual subscriptions will automatically renew and the relevant fees will be processed and charged to You in full unless You notify Go Maint Me at least thirty (30) days in advance of the anniversary of a renewal period that you wish to discontinue the Services. Recurring payments for periodic subscriptions are processed on the first of each calendar month in respect of that month if You acquire Services on a monthly subscription basis and on the first day of the month You subscribed for annual subscriptions. You will receive an email invoice whenever Go Maint Me bills you.

    4. Pre-authorized Payment

      By providing a credit card to Go Maint Me as part of your account set-up for Your monthly or annual pre-authorized payments, You authorize Go Maint Me to charge Your credit card for all outstanding Fees, taxes and charges and outstanding account balances due under the Agreement, and this constitutes Go Maint Me good and sufficient authority for so doing. If Your pre-authorized payment fails, Go Maint Me may immediately deactivate Your account without notice to You and collect Fees owing using other collection mechanisms. You are solely responsible for all charges incurred under Your account by You or third-parties.

    5. Cancellation & Refunds.

      You may cancel or rescind any order for Services, and in the event of prepaid Service Fees You will be entitled to a refund from Go Maint Me for any cancelled or rescinded orders of the unexpired portion starting from the next calendar month from the date of cancellation until the end of the applicable term. 6.6 If payment of an amount due on your account is not received by us by the required payment date specified by us, it will be considered a delinquent amount and will be subject to a late payment charge of 2% per month, calculated and compounded monthly on the delinquent amount (26.82% per year) from the date of the first invoice on which the delinquent amount appears until the date we receive such amount in full. You agree that we can charge any unpaid and outstanding amount, including any late payment charges, on your account to your credit card, bank account or any other payment method pre-authorized by you for payment of our charges.

  7. CHANGES TO SOFTWARE, SERVICES AND AGREEMENT

    1. Updates to Agreement

      Go Maint Me reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Website. The revised Agreement shall become effective within five (5) business days of such publication or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the Services after expiry of the notice period of five (5) business days (being weekdays excluding any statutory holidays in Ontario), shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.

    2. Changes to Go Maint Me Materials

      Go Maint Me may alter, update or upgrade the Go Maint Me Materials from time to time. Services will be provided for current versions of the software made available by Go Maint Me and Go Maint Me may, in its discretion, provide service for multiple live versions of the software.

    3. Changes to Fees and Services

      Go Maint Me may change the Services, any Fees, amounts, charges (including one-time charges), and/or other aspect of any of the Services at any time upon reasonable notice to You by posting the change on the Website, sending notice via an email to the email address You provide on registration, a message on Your invoice, in writing, or any other notice method likely to come to Your attention. If You do not accept the change, Your sole recourse is to terminate the Services. Your continued access to and use of the Service after the change has come into effect constitutes Your acceptance of the change and You acknowledge and agree that (i) You will be deemed to have accepted the change, with no additional written agreement or express acknowledgement required; and (ii) You will continue to be responsible to pay for the Services unless You terminate in accordance with Section 3.

  8. TECHNICAL SUPPORT

    Go Maint Me will provide helpdesk support for the Services by telephone and email and will (i) use commercially reasonable efforts to make the Services available except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Go Maint Me reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays, and (iii) provide the Services only in accordance with applicable laws and government regulations.

  9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

    1. Updates to Agreement

      Go Maint Me reserves the right to modify this Agreement at any time by publishing the revised Agreement on the Website. The revised Agreement shall become effective within five (5) business days of such publication or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. Your express acceptance or Your continued use of the Services after expiry of the notice period of five (5) business days (being weekdays excluding any statutory holidays in Ontario), shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.

    2. Changes to Go Maint Me Materials

      Go Maint Me may alter, update or upgrade the Go Maint Me Materials from time to time. Services will be provided for current versions of the software made available by Go Maint Me and Go Maint Me may, in its discretion, provide service for multiple live versions of the software.

    3. Changes to Fees and Services

      Go Maint Me may change the Services, any Fees, amounts, charges (including one-time charges), and/or other aspect of any of the Services at any time upon reasonable notice to You by posting the change on the Website, sending notice via an email to the email address You provide on registration, a message on Your invoice, in writing, or any other notice method likely to come to Your attention. If You do not accept the change, Your sole recourse is to terminate the Services. Your continued access to and use of the Service after the change has come into effect constitutes Your acceptance of the change and You acknowledge and agree that (i) You will be deemed to have accepted the change, with no additional written agreement or express acknowledgement required; and (ii) You will continue to be responsible to pay for the Services unless You terminate in accordance with Section 3.

  10. LIABILITY PROVISIONS

    1. IN NO EVENT SHALL GO MAINT ME BE LIABLE FOR ANY LOST PROFITS OR FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT GO MAINT ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL GO MAINT ME’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.
    2. THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, GO MAINT ME WOULD NOT GRANT THE RIGHTS GRANTED IN THIS AGREEMENT. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO IMMEDIATELY CEASE USE OF THE SERVICES.
  11. GENERAL TERMS

    1. Logos

      Go Maint Me may refer to You in Go Maint Me’s customer list and may use Yourcorporate name and logo for this purpose. For the avoidance of doubt, Go Maint Me will not use Your name, logo, any other trademark or trade-name of Yours for any other purposes without Your prior consent.

    2. Entire Agreement

      The terms and conditions of this Agreement constitute the entire agreement between You and Go Maint Me with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

    3. Severability

    4. No Waiver

      If Go Maint Me does not take action against all breaches of this Agreement, it does not mean that it waives its right at a later time to enforce the same.

    5. Assignment

      You are not allowed to assign this Agreement or any rights hereunder. Go Maint Me is allowed at its sole discretion to assign this Agreement or any rights hereunder to any third party, without giving prior notice.

    6. Applicable Law and Venue

      This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of Your current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of British Columbia, Canada. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

    7. Customer Service

      For assistance with questions regarding this Agreement or the Services, if You have other enquiries, or if You require further assistance regarding use of the Services provided by us, please contact us using the contact details located in the footer of the website.

Sorbus Bilisim Ltd. © 2016