MSPBOTS TERMS OF SERVICE
Last Updated: 06/14, 2023
MSPbots INC (“MSPbots,” “we,” “us,” or “our”) provides the MSPbots platform maintained at mspbots.ai and its subpages (the “Site”), together with the process automation dashboards, bots, and associated software products, services, and other offerings (collectively, the “Services”), to you, subject to these MSPbots Terms of Service (these “Terms of Service”). These Terms of Service establish the terms, conditions, rights, and responsibilities applicable to your access to and use of the Site and Services.
PLEASE CAREFULLY REVIEW THE ARBITRATION PROVISION SET FORTH IN SECTION 14 BELOW (“ARBITRATION AND DISPUTE RESOLUTION AGREEMENT”), AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY VIRTUE OF YOUR USE OF THE SITE AND SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THE ARBITRATION AND DISPUTE RESOLUTION AGREEMENT, AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SITE OR SERVICES. BY CLICKING ON THE “ACCEPT” OR EQUIVALENT ACCESS, AGREEMENT, OR PURCHASING BUTTON, OR BY OTHERWISE ACCESSING OR USING THE SITE OR SERVICES, YOU AND ANY COMPANY OR ENTITY THAT YOU REPRESENT (“YOU,” “YOUR,” OR “YOURS”) BECOME LEGALLY BOUND BY THESE TERMS OF SERVICE. YOU ALSO REPRESENT THAT THE INDIVIDUAL CLICKING ON THE BUTTON IS AUTHORIZED TO ENTER INTO THESE TERMS OF SERVICE AND BIND SUCH COMPANY OR ENTITY. FOR CLARITY, IF YOU ARE USING THE SITE AND SERVICES ON BEHALF OF A COMPANY OR OTHER ENTITY, THEN ALL REFERENCES TO “YOU,” “YOUR,” OR “YOURS” HEREIN SHALL REFER TO BOTH THE INDIVIDUAL AND THE COMPANY OR ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE SITE OR SERVICES.
1. CHANGES TO THESE TERMS OF SERVICE
We may change these Terms of Service at any time, and all such changes will be effective immediately upon notice, which we may give by any means, including, but not limited to, by sending a message to the email address that we have on file for you (if any) or posting a revised version of these Terms of Service or other notice on or within the Site and Services. You should view these Terms of Service often to stay informed of changes that may affect you. Your use of the Site and Services constitutes your continuing agreement to be bound by these Terms of Service, as they may be amended from time to time.
AGE REQUIREMENTS
The Site and Services are offered to and available to customers and users who are 18 years of age or older. By using the Site and Services, you represent that you are at least 18 years of age and able to enter into legally binding contracts, including these Terms of Service. If you are not at least 18 years of age, you may not use the Site or Services.
SERVICES; LIMITED LICENSES; FREE SERVICES
1.1 Subject to these Terms of Service, we grant you, during the applicable Service Term (as defined below), a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Site and Services for their intended purposes and in accordance with these Terms of Service. For clarity, the foregoing license does not include any right to access or use the source code of the Site, Services, or any part thereof. In addition, we reserve the right to make any changes that we deem appropriate from time to time to the Site and Services.
1.2 Certain features or functions of the Services may require you to download a software agent to your device for purposes of providing data or information to us (“Software Agent”). Subject to these Terms of Service, we grant you, during the applicable Service Term, a non-exclusive, non-transferable, non-sublicensable, limited license to download, install, and use the Software Agent, on a device that you own or control and in machine-readable object code only, solely for purposes of providing data or information to us in connection with your use of the Site and Services. Our Services may update the Software Agent on your device automatically when a new version is available, and you hereby authorize such updates.
1.3 From time to time you may request, and we may provide to you, certain additional services, including, but not limited to, onboarding services, concierge services, and other professional or consulting services (“Supplemental Services”). Any Supplemental Services must be set forth in an order form, statement of work, or similar ordering document (e.g., a support ticket) (each, an “Ordering Document”). Each Ordering Document must include a description of the applicable Supplemental Services, any deliverables to be provided (“Deliverables”), pricing and additional fees, estimated time-frames for delivery or performance, and any additional terms and conditions as you and MSPbots may agree to include. No Ordering Document will be of any effect until signed or otherwise accepted by MSPbots. In the event of any conflict or inconsistency between these Terms of Service and any Ordering Document, these Terms of Service will prevail, unless the Ordering Document specifically refers to the conflict or inconsistency and states that the Ordering Document will prevail. Each Ordering Document is hereby incorporated into these Terms of Service by reference.
1.4 Any Services made available on an unpaid trial, “beta”, or free basis (“Free Services”) are provided for a limited time only and are subject to these Terms of Service and any additional terms as may be notified to you at the time of sign-up. The scope, content, features, and duration of such Free Services are determined in MSPbots’ sole discretion and may be changed or updated from time to time, and you expressly agree that we may suspend, limit, or terminate access to the Free Services at any time and for any reason, without prior notice and without incurring any liability of any kind. MSPbots reserves the right to charge subscription or other fees for continued access to any services or features included as part of the Free Services at any time upon notice. Unless you purchase the required access to continue using such services or features, we may permanently delete all data entered into such services or features.
1.5 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, FREE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MSPBOTS EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO FREE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL MSPBOTS BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, ANY FREE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE, OR LOSS OF DATA), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF MSPBOTS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACCOUNTS
1.6 In order to access and use the Site and Services, you may be required to set up and maintain an active customer account (“Account”). To set up an Account, you may be asked to provide certain information about yourself, such as your first and last name, email address, and company information. You may also need to create a username and password for your Account and acknowledge and agree to these Terms of Service and the terms of our Privacy Policy (https://mspbots.ai/privacy/). You must provide complete and accurate information when setting up an Account, and you agree at all times to keep current and promptly update your Account information as necessary.
1.7 You are responsible for maintaining the confidentiality of your password and Account. You agree to: (a) use a strong password and keep your password confidential and not share it with anyone else; (b) not transfer any part of your Account to anyone else; and (c) immediately notify us of any unauthorized use of your username, password, or Account. You acknowledge and agree that we are authorized to act on instructions received through use of your username, password, and/or Account, and that we may, but are not obligated to, deny access or block any use of your username, password, and/or Account, without prior notice, if we believe your username, password, and/or Account are being used by someone other than you, or for any other reason. You are solely responsible for all activity that occurs under your Account unless you report misuse.
USE RESTRICTIONS
1.8 You may access and use the Site and Services only for your personal or internal business use and only as expressly permitted in these Terms of Service. Any other access to or use of the Site and Services constitutes a violation of these Terms of Service and will result in an automatic termination of the rights and licenses granted to you herein.
1.9 You agree not to remove, alter, cover, or distort any copyright notice or trademark legend, author attribution, or other proprietary rights notice placed on or contained within the Site and Services. Except as expressly authorized by MSPbots in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, lease, lend, sublicense, or exploit for any commercial purpose the Site, Services, or any portion thereof. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Site or Services, any updates, or any portion thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law). Any attempt to do so is a violation of the rights of MSPbots and its licensors.
1.10 In connection with your access to and use of the Site and Services, you are responsible for complying with all applicable laws, rules, regulations, and ordinances of all relevant jurisdictions. Without limiting the foregoing, in accessing and using the Site and Services, you may not do, or cause or permit any person to do, any of the following:
(A) use the Site or Services for any unlawful purpose;
(B) circumvent, disable, or otherwise interfere with any security-related features of the Site and Services, including, without limitation, any features that enforce limitations on the use of the Site and Services or otherwise prevent or restrict use or copying of any content of the Site and Services;
(C) use the Site and Services to transmit any: (i) material that contains any viruses, Trojan horses, worms, time bombs, malware, ransomware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; or (ii) material that infringes or violates the rights, including, but not limited to, any intellectual property or privacy rights, of anyone else;
(D) attempt to interfere with the proper working of the Site and Services or impose an unreasonably or disproportionately large load on the Site and Services, or otherwise interfere with or inhibit any other user of the Site and Services from using or enjoying the Site and Services; or
(E) otherwise engage in any conduct or activity, or encourage or assist any third party in engaging in any conduct or activity, that violates any applicable laws or regulations or these Terms of Service.
PRIVACY POLICY AND DATA USE
1.11 All information, data, and other content that you submit, provide, or make available to us through your access to and use of the Site and Services, including, without limitation, your Account login information; information, data, text, graphics, images, content, and other materials; Site and Services usage statistics and associated technical data (e.g., technical information about your device, system, application software, peripherals, and other usage data); and any other information (including personal information) pertaining to you, your end customers, or other third parties (collectively, “Your Data”), is subject to these Terms of Service as well as our Privacy Policy (https://mspbots.ai/privacy/), the terms of which are hereby incorporated herein by reference. We encourage you to read and become familiar with our Privacy Policy (https://mspbots.ai/privacy/).
1.12 By submitting, providing, or otherwise making available Your Data to us, you hereby grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, create derivative works (including derived data) of, display, perform, and distribute Your Data, in each case to enable us to operate, provide, maintain, and improve the Site and Services and our other products and services, and to otherwise take such actions with respect to Your Data as permitted under our Privacy Policy. Notwithstanding the foregoing, we will not use or disclose any personal information pertaining to you, your end customers, or other third parties except as expressly permitted by our Privacy Policy. You are solely responsible for Your Data and for compliance with all laws and regulations applicable to the provision of the same, and you represent and warrant that: (a) you either own Your Data or have obtained and shall at all times maintain all necessary and/or legally required licenses, rights, consents, permissions, and authorizations to provide Your Data to us as contemplated under these Terms of Service and to otherwise grant the license rights granted herein; and (b) you at all times have complied, and shall continue to comply, with all federal, state, local, and international data protection and privacy laws and regulations applicable to the collection, handling, processing, sharing, and/or storage of Your Data, including by providing relevant individuals and other data subjects from whom information or data is collected with appropriate privacy notices. In the event of any breach of the foregoing warranties, we reserve the right, in our sole discretion and without any liability to you, to delete, modify, refuse to store, or disable access to Your Data and/or to cancel, suspend, withhold, or terminate your Account and/or your access to the Site and Services.
1.13 You expressly acknowledge and agree that: (a) the Site and Services are not intended to collect, receive, host, store, or otherwise process or handle any sensitive personal information, including, without limitation, social security numbers, payment card information or other financial information, protected health information, or any other information considered to be sensitive personal information under applicable data protection laws (collectively, “Sensitive Information”); and (ii) you shall not at any time submit or upload to the Site and Services, or otherwise provide or make available to us, any Sensitive Information. If we become aware that you have submitted or uploaded any Sensitive Information to the Site and Services, we may notify you of such and may, in our sole discretion, immediately and irretrievably delete such Sensitive Information from our systems. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL MSPBOTS HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR TO ANY THIRD PARTY FOR ANY COLLECTION, RECEIPT, HOSTING, STORAGE, OR OTHER PROCESSING OR HANDLING OF ANY SENSITIVE INFORMATION.
INTELLECTUAL PROPERTY
1.14 You acknowledge and agree that the Site, Services, and Deliverables constitute the valuable proprietary information of MSPbots or its licensors and is protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries. We or our licensors own all intellectual property and proprietary rights, title, and interest in and to the Site, Services, and Deliverables, including, without limitation, patents, copyrights, trademarks, and all other intellectual property rights. Except for the limited use rights granted to you in these Terms of Service, you agree that you do not have and will not acquire any right, title, or interest in or to the Site, Services, or Deliverables or any portion thereof. For the avoidance of doubt, any dashboards, bots, or similar software applications or customizations (or any portions thereof) that you may create using the features and functions available within the Site and Services shall be deemed a part of the Site and Services and will be owned exclusively by MSPbots, and, to the maximum extent permitted under applicable law, you hereby: (a) irrevocably assign to MSPbots all of your rights, title, and interest (if any) in and to such dashboards, bots, or similar software applications or customizations and waive any and all moral rights you may have with respect to the same; and (b) represent and warrant that you have full rights to do so. If, for any reason, the foregoing assignment and/or waiver is deemed invalid or unenforceable under applicable law, you hereby grant to MSPbots a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works of, display, perform, distribute, and otherwise fully exploit such dashboards, bots, or similar software applications or customizations for any purpose as determined in MSPbots’ sole discretion. Any rights not expressly granted in these Terms of Service are expressly reserved.
1.15 By submitting suggestions, comments, or other feedback regarding the Site, Services, and/or any Deliverables, you agree that we and our licensors and third-party service providers may use and share (with no obligation to do so) such feedback for any purpose without compensation to you. You agree to only provide content or information that does not violate the law nor anyone’s rights (including, without limitation, intellectual property rights).
FEES AND PAYMENT
1.16 You agree to pay the fees for the Services you select as indicated on the Site during checkout. All fees for the Services are billed and due monthly (if you select a monthly service term) or annually (if you select an annual service term) (each, a “Service Term”) in advance and are non-refundable and non-cancellable. You may purchase additional Services at after commencement of your Service Term, subject to payment of additional fees for such additional Services. Fees for any Supplemental Services will be as indicated on the applicable Ordering Document and are billed in advance and are non-refundable and non-cancellable. We may change our pricing at any time in our sole discretion, provided, that we will seek to notify you of any price change by sending you a message to the email address associated with your Account and/or by posting a notice on the Site, at least 30 days prior to the price change taking effect. Your continued use of the Services after the change takes effect indicates your agreement with the new pricing.
1.17 Your Service Term will begin immediately on the date of purchase and, upon its expiration, will automatically renew for successive, additional Service Terms of the same length. By purchasing any Services, you authorize MSPbots to automatically charge the payment method associated with your Account at the beginning of the next Service Term at the full price in effect at the time of renewal (plus fees for any additional Services purchased during the previous Service Term or upon renewal), without any additional action by you. Any promotions or discounts applied to the purchase of your initial Service Term do not apply to automatic renewals. In order to stop automatic renewal of your Service Term, you must cancel the Services through your Account at least 24 hours prior to the end of your current Service Term. If you submit your cancellation request less than 24 hours before the end of your current Service Term, the Services will automatically renew for the next Service Term and the cancellation will not take effect until the end of that renewed Service Term. No credits or refunds of any fees will be issued for any early cancellation.
1.18 Fees for Services are charged to you on the first day of your Service Term and immediately upon any renewal thereof. All Fees may be paid by credit card or other payment method accepted by MSPbots. By submitting your credit card or other payment method to MSPbots, you expressly authorize MSPbots, or a third-party payment processor on our behalf, to charge the credit card or other payment method that you have provided and to collect the full amount specified for the Services you purchase, including any applicable taxes and related charges, and to otherwise store and process your credit card or other payment information for purposes of collecting future payments.
1.19 All fees are exclusive of any and all applicable sales, use, value-added, and other taxes, duties, and similar governmental charges. Except for any taxes based on MSPbots’ net income, you will be solely responsible for paying any and all such taxes imposed upon you or MSPbots relating to your purchase of any Services and/or Supplemental Services. MSPbots may calculate applicable taxes payable by you (if any) based on the billing information that you have provided at the time of purchase.
1.20 The processing of your payments will be subject to the terms, conditions, and privacy policies of our third-party payment processor. You agree that MSPbots will not be responsible for any errors by our third-party payment processor or for any failures of the third-party payment processor to adequately protect your payment information, including any unauthorized charges or other breach of your financial information and/or security. You acknowledge that MSPbots may change the third-party payment processor at any time, with or without notice to you, and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security.
1.21 If we or our third-party payment processor cannot charge your credit card or other payment method for any reason (such as expiration or insufficient funds), and you have not cancelled your Services, you will remain responsible for the applicable fees and any uncollected amounts, and we will attempt to charge your credit card or other payment method as may be updated by you through your Account or otherwise. Late payments may incur interest at the rate of one-and-a-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, if any fees remain overdue for 10 or more days, we reserve the right to immediately suspend your access to the Site, Services, and/or your Account, with or without notice to you, until all payments have been made in full. Once you have made all payments in full, MSPbots will resume the provision of the Site and Services and your Account access, and your then-current Service Term will be extended by the length of the suspension. This may change the start of your next Service Term and may change the date on which you are subsequently billed. Without liming any of the foregoing, MSPbots reserves the right to cancel your Services and/or terminate your Account if we are unable to successfully charge your credit card or other payment method for any Subscription Fees that remain unpaid 30 or more days after they become due.
SECURITY AND NETWORK ACCESS
1.22 MSPbots takes such commercially reasonable measures as we deem appropriate to secure and protect Your Data. Nevertheless, we cannot and do not guarantee that any such transmissions are or will be totally secure. You are responsible for maintaining the confidentiality of any information about you, including, without limitation, any username and password used in connection with your use of the Site and Services. You agree to notify us immediately if you discover loss of or access to such information by another party not under your control or supervision.
1.23 You are responsible for acquiring and updating compatible hardware, software, devices, and network access necessary to access and use the Site and Services and any updates thereto. We do not guarantee that the Site and Services, or any portion thereof, will function on or with any particular hardware, software, or device. The Site and Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
TERMINATION OF ACCESS
We may, in our sole and absolute discretion and without notice or liability to you or any third party, immediately suspend, discontinue, and/or terminate or otherwise limit your access to the Site and Services (or any part thereof) for any reason, including, without limitation: (a) if we discontinue or materially modify the Site and Services (or any part thereof); (b) if we believe in our sole discretion that you have violated these Terms of Service or any applicable laws or regulations; (c) at the request of law enforcement, governmental agencies or other regulatory authorities, or courts; (d) if unexpected technical, security, or health or safety issues or problems arise; or (e) if we believe in our sole discretion that your access to or use of the Site and Services may create risk (including but not limited to legal risk) for us, our contractual partners, or other users. Upon any termination, you will lose the right to access and use the Site and Services and your Account (if any) will be rendered inactive or closed. In addition, you must immediately delete from your device and/or destroy all copies of any Software Agent in your possession or control, unless otherwise expressly directed by MSPbots. Any suspension or termination shall not affect your obligations to us under these Terms of Service. The provisions of these Terms of Service which by their nature should survive the suspension or termination of your access to or use of the Site and Services shall survive, including, but not limited to, the “Intellectual Property”, “Indemnification”, “Disclaimers”, “Limitation of Liability”, “Arbitration and Dispute Resolution Agreement”, and “Miscellaneous” sections of these Terms of Service.
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless MSPbots, its affiliates, and its and their respective officers, directors, members, owners, shareholders, employees, contractors, licensors, agents, representatives, successors, and assigns (collectively, the “MSPbots Parties”), from and against any and all claims, demands, suits, or other proceedings, and all resulting losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) your use of the Site, Services, and/or any Deliverables; (b) your violation of these Terms of Service; (c) Your Data, or our use or processing of Your Data in accordance with these Terms of Service; (d) your violation of the rights of any third party (including any intellectual property, privacy, or other rights) or of any applicable law or regulation; or (d) your acts and omissions relating to any of the foregoing. We have the sole right to control the defense, settlement, and/or other resolution of any such claims.
DISCLAIMERS
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, SERVICES, AND DELIVERABLES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED. YOUR USE OF THE SITE, SERVICES, AND ANY DELIVERABLES IS SOLELY AT YOUR OWN RISK. WITHOUT LIMITING ANY OF THE FOREGOING, THE MSPBOTS PARTIES DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT: (a) THE USE OF THE SITE, SERVICES, AND/OR DELIVERABLES WILL BE SECURE OR UNINTERRUPTED; (b) THE SITE, SERVICES, AND/OR DELIVERABLES WILL OPERATE ERROR-FREE, OR THAT ERRORS IN THE SITE, SERVICES, AND/OR DELIVERABLES WILL BE CORRECTED; (c) THE USE OF THE SITE, SERVICES, AND/OR DELIVERABLES WILL MEET YOUR REQUIREMENTS OR SATISFACTION OR ALLOW YOU TO OBTAIN ANY PARTICULAR RESULTS WHATSOEVER; (d) ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SITE, SERVICES, AND/OR DELIVERABLES IS OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR OF ANY PARTICULAR VALUE OR QUALITY; OR (e) THE SITE, SERVICES, AND/OR DELIVERABLES WILL BE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE MSPBOTS PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF THE MSPBOTS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE SITE, SERVICES, AND/OR DELIVERABLES, UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OF SERVICE AND YOUR USE OF THE SITE, SERVICES, AND/OR DELIVERABLES, SHALL IN ALL EVENTS BE LIMITED TO THE GREATER OF (a) FIFTY DOLLARS ($50.00), OR (b) THE TOTAL FEES ACTUALLY PAID BY YOU TO US FOR SERVICES PROVIDED DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW.
ARBITRATION AND DISPUTE RESOLUTION AGREEMENT
PLEASE READ THIS SECTION 14 CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, YOUR RIGHT TO FILE A LAWSUIT IN COURT.
1.24 You agree that any dispute, claim, or controversy arising out of or relating to these Terms of Service or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Site or Services (collectively, “Disputes“) will be resolved exclusively by final, binding arbitration between you and MSPbots, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, or where a party’s conduct may cause the other irreparable injury. The provisions of this Section 14 constitute the parties’ written agreement to arbitrate Disputes under the Federal Arbitration Act.
1.25 The arbitration shall be administered by the Judicial Arbitration & Mediation Services (“JAMS”) and shall be heard by a single arbitrator, pursuant to the Arbitration Rules and Procedures then in effect (the “JAMS Rules”), except as modified by this Section 14.
1.26 To begin an arbitration proceeding, a party must submit the Dispute by making a demand for arbitration, as detailed at https://www.jamsadr.com/, and simultaneously send a copy of the completed demand to the other party. Payment of all filing, administration, and arbitrator fees will be governed by the JAMS rules. The arbitration will be conducted based upon written submissions, unless you request and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines that an in-person hearing is necessary, the hearing will proceed in Cook County, Illinois, unless the arbitrator determines or MSPbots agrees that the matter should proceed in the county where you reside.
1.27 The arbitrator will apply and be bound by these Terms of Service, apply applicable law and the facts, and issue a reasoned award within the time frame specified in the JAMS Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. You and MSPbots also agree that the arbitrator may not award multiple or punitive damages. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
1.28 EACH PARTY AGREES THAT IT SHALL BRING ANY DISPUTE AGAINST THE OTHER PARTY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR AS AN ASSOCIATION. IN ADDITION, EACH PARTY AGREES THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
MISCELLANEOUS
1.29 These Terms of Service and the Privacy Policy (https://mspbots.ai/privacy/) (as each may be revised and amended from time to time), constitute the entire agreement with respect to your access to and use of the Site and Services.
1.30 Our electronically or otherwise properly stored copy of these Terms of Service will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms of Service in connection with any action or proceeding arising out of or relating to these Terms of Service.
1.31 These Terms of Service shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules that would result in the application of the laws of a jurisdiction other than the State of Illinois. If for any reason a Dispute proceeds in court, you and MSPbots: (a) agree that any such Dispute may only be instituted in a state or federal court located in Cook County, Illinois and waive any defenses or objections based on the jurisdiction, venue, or convenience of this exclusive venue; (ii) irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; and (iii) AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
1.32 We may assign our rights and duties under these Terms of Service at any time to any third party without notice. You may not assign these Terms of Service or any of your rights or obligations hereunder without our prior written consent.
1.33 The failure of MSPbots to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
1.34 If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable, the remaining provisions of these Terms of Service will not be affected, and the invalid, illegal, or unenforceable provision will be replaced by such valid, legal, and enforceable provision as comes closest to the intention underlying the invalid, illegal, or unenforceable provision.
1.35 You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Site and Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.
1.36 Possible evidence of use of the Site or Services for illegal purposes will be provided to law enforcement authorities.
1.37 Except as otherwise expressly set forth herein, discontinuation of use of the Site and Services is your sole right and remedy for any dissatisfaction with the Site, Services, and/or these Terms of Service.
QUESTIONS
Please contact us with any questions regarding these Terms of Service at:
MSPbots INC.
123 W Oak St, Unit L
Chicago, IL 60610
web@mspbots.ai