Cloud Onsite Tech And  WooSoft  (SSO Portal) Terms of services

TERMS & CONDITIONS

Software-As-A-Service

PLEASE READ THIS AGREEMENT CAREFULLY BY EXECUTING THROUGH TO SIGNAL YOUR ACCEPTANCE AND USING THE SERVICE, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY AND THAT YOUR COMPANY SHALL ENSURE THAT ALL OF ITS EMPLOYEES AND AGENTS WILL BE BOUND BY THIS AGREEMENT IF YOU AND YOUR COMPANY DO NOT WANT TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

This software-as-a-service agreement (the "Agreement") is between Cloud-Onsite Technology inc., a Delaware corporation (the "Company"), and the customer who accepted the terms set forth in this Agreement by clicking the button or link on the Website­ signifying acceptance of these terms (the "Customer"). This Agreement will be effective as of the date that Customer clicks such a button or link (the "Effective Date"). During the course of accepting the terms in this Agreement, the Customer will complete the checkout process on https://cloudonsitetech.com/contact-us, selecting the type of subscription, duration, pricing levels, add-ons, payment method, and other elements comprising Customer's subscription (the "Checkout Process"). In Lew of the above process, the customer may sign an official proposal.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

                1.Service. The Company shall provide the Customer with access to the Company's SaaS-based software and services known as workspace SSo and password manager(the "Service") according to the terms set forth in this agreement the company retains all rights in the service, including all the rights under the patient copyright, and trademark laws of united states or other applicable jurisdiction("intellectual property rights")

                2.Ownership.

                2.1 Ownership of Customer-Furnished Items. The Customer hereby grants to the Company a limited, worldwide, non­ transferable, non-exclusive license to use the Customer-Furnished items as may be reasonably necessary or advisable to perform the Company's obligations under this Agreement.

                2.1.1 “Customer- Furnished Items" means the information and data that (1) is owned or controlled by the Customer, as the case may be, and (2) is furnished by the Customer to Company for use in connection with the Customer's use of the Service.

                2.1.2 The Customer acknowledges that the Company may have to retransmit and republish some Customer-Furnished items to third parties, solely as desired by the Customer, for certain features of the Service, now or in the future, to function as intended. The Customer acknowledges that it is the Customer's responsibility to determine what safeguards or restrictions the Customers wants to place on third parties regarding the use of Customer-Furnished Items.

                2.2 Ownership of Inventions. The Customer acknowledges that the performance of this Agreement by the Company may result in the Company or its affiliates developing, creating, or using pre-existing, computer programs, software, concepts , methods, processes, including the Service, and any improvements, modifications or enhancements made to any of the foregoing items ("Inventions"). The Company will retain all rights in the Inventions, including all Intellectual Property Rights, and the Customer hereby disclaims and waives any rights in any Invention in connection with this Agreement.

                3.SSO Portal Support Subscription

                3.1 Portal Support Subscription: The Customer hereby subscribes for, and the  Company shall provide, access to those features and functions delivered through the Service (the "Subscription").

                3.2 Subscription Provision:

3.2.1: Single User and password access to portal

3.2.2: Single sign-on access through portal shortcuts for all applications defined in the Accepted proposal

3.2.3: Access to the 24x7 Support Portal

3.2.4: Maintained connectivity for all provided application links

3.2.5: Access to Obtain additional user and Application License

3.2.3: Maintain Security

3.2.4:No Cost Feature and Functionality (Upgrades Minus cost of Customization)

3.2.5: Special Cost (included in Proposal) based on the proposal or for at least 1 year.

3.2.6: 3 years fixed service cost( no increases for current provided services)

4.0 Cost of  Services

                4.1.1: Cost for included services and additional services is provided if it is not included in the proposal.

                4.1.2: Cost for current services to Clients are all Provided within the website contract.

                4.1.3: SSO Access Portal is provided at no extra cost for 2 years without support after the 1st year provided with support as per website contract. 

5.0 SSO portal use

                5.0.1: Secondary application and website access outside the sso portal will be provided

                5.0.2: The proposal and contract come with 1 year support and access to the sso for 3 users and support portal at no additional cost

                5.0.3: Once development is completed there will be 2 ways to access all of your applications.  One way is through the SSO portal. for the other way you will get a link or url to each individual app for youtube manage your browser.

                5.0.4: After 1 year you no longer want to continue support. then no other cost will incurred and you may use the portal without support for 2 additional years.  

                5.0.5: additional support support and user licenses can be purchased

                5.0.6:SSO Service can be terminated for non payment within 15 days past due

                5.0.7: SSO Service can be terminated after 1 year of inactivity or use

                6.0 Additional Terms. The Customer acknowledges the Service will be (1) hosted in a shared environment on servers and  Clouds under Company's control on which the data of other customers and users may be stored, and (2) made available to the Customer via the internet at https://cloudonsitetech.com/contact-us (the Cloud Onsite Tech And  WooSoft Suite). The End User Agreement is Located at http://cloud-onsite.com/agreement  The Company shall use reasonable efforts to make the Service available online to the Customer in a continuous manner (except as set forth in this Agreement), to correct services outages in a timely manner, and to minimize periods during which the Service cannot be  accessed by customer as a result of circumstances under the company's control ( such as planned maintenance, upgrades, and updates), consistent with standard industry practices and subject to system security requirements.

                7. Term; termination. This Agreement begins on the Effective Date and will remain in effect until terminated according to its terms. Either party is entitled to terminate this Agreement on account of the other party's material breach upon three (3) days' prior written notice, provided that the breaching party has not cured the breach within that period. Upon termination of this Agreement for any reason, the Customer's subscription to the Service will immediately terminate, and the Customer will have no further access to the Service. Once the Agreement terminates, the Company will have no responsibility to host any Customer-Furnished Items under this Agreement. The Customer should retain copies of all Customer­ Furnished Items posted to the Service. The Company shall use good-faith efforts to advise the Customer from time to time if backup, download, or other data access services are available for free or for a fee.

                8. Confidentiality; Data Protection; Cooperation.

                8.1 Confidentiality.  To the extent that, in connection with this Agreement, either the Company or the Customer (each, a "Receiving Party") comes into possession of any Confidential Information of the other (a "Disclosing Party''), the Receiving Party shall not disclose such information to any third party without the Disclosing Party's consent, using at least the same degree of care as the Receiving Party employs in maintaining the confidence of its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care. "Confidential Information" means all non-public information that should reasonably be understood by the Receiving Party, because of legends or other markings, the circumstances of disclosure,or the nature of the information itself, to be proprietary and confidential to the Disclosing Party, including information relating to the Disclosing Party's business, properties, methods of operation, software, trade secrets, inventions, discoveries, know-how, and other intellectual property  and specifically includes  the service and each project. "Confidential Information"includes this agreement and its written or other tangible form( including as recorded on magnetic, optical or other storage media) or by electronic, oral, visual or other means.

                8.2 Limited Use. The Receiving Party shall use the Confidential Information only in connection with the performance of its obligations and the enforcement of its rights under this Agreement. The Disclosing Party hereby consents to the Receiving Party's disclosure of such Confidential Information (1) as expressly permitted by this Agreement, (2) to contractors , whether located within or outside of the United States, that are performing services in connection with this Agreement and that have agreed in writing to be bound by confidentiality obligations similar to those in this Agreement, (3) as may be required by law, regulation,judicial or administrative process, or in connection with litigation pertaining to this Agreement, or (4) to the extent such information (A) is or becomes publicly available other than as the result of a disclosure in breach of this Agreement,(B) becomes available to the Receiving Party on a non-confidential basis from a source that the Receiving Party believes is not prohibited from  disclosing such information, (C) is already known by the Receiving Party without any obligation of confidentiality with respect to it, or (D) is  developed by the Receiving Party independent of any disclosures of such information by the Disclosing Party.

9. Limitation of Liability; Limited Warranties; Damages

 9.1 Limitation of Liability.  Neither party, its contractors, or their respective personnel will be liable to the other for any claims, losses, or liabilities relating to this Agreement ("Claims) for an aggregate amount in excess of the fees paid by the Customer to the Company during the 12-month period immediately preceding the date on which the initial act or omission giving rise to the liability first occurred. IN NO EVENT WILL EITHER PARTY, ITS CONTRACTORS , OR THEIR RESPECTIVE PERSONNEL BE LIABLE FOR ANY LOSS OF USE, DATA, GOODWILL, REVENUES, OR PROFITS (WHETHER OR NOT DEEMED TO CONSTITUTE A DIRECT CLAIM), OR ANY CONSEQUENTIAL, SPECIAL INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY LOSS, DAMAGE OR EXPENSE RELATING TO THIS AGREEMENT. The provision of this section 9.1 do not apply to (1) any claim  for which one party has an express obligation to indemnify the other under this agreement, (2) breach of section 3 or section 8, (3) any amounts owed by the customer to the company for the fees provided for under this agreement  or (4) the extent resulting from a party's bad faith or intentional misconduct. In circumstances in which any limitation on damages or indemnification provision under this Agreement is unavailable, the parties shall ensure that the aggregate liability of each party, its contractors, and their respective personnel for any Claim does not exceed an amount that is proportional to the relative fault that such party's conduct bears to all other conduct giving rise to the Claim.

 9.2 Limited Warral!lties.  The Company warrants that ( 1) the execution, delivery and performance of this Agreement by Company will not conflict with, breach, or cause a default under, any material contract with any third party; and (2} it has the right to provide a subscription for the Services.

 9.3 OTHER THAN THE WARRANTIES SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY THE COMPANY HEREBY DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES,

INCLUDING THE IMPLIED WARRANTIES  OF MERCHANTABILITY AND  FITNESS FOR A PARTICULAR PURPOSE.

 9.4 Time Limit for Bringing Actions. Any action, regardless of form, arising under or relating to this Agreement must be brought not later than one (1) year after the cause of action has accrued, except that an action for non-payment must be brought not later than two (2) years after the due date of the last payment owed to the party bringing the action.

10. Indemnification

                10.1 Obligations. The Customer shall indemnify the Company, its directors, officers, equity holders, employees, and agents, and affiliates of any of them, against all losses and liabilities, including costs of litigation and reasonable attorneys' fees. arising from any claims asserted by a third party ("liabilities") arising out of (1) any  intentional misconduct  or negligent act or omission  of the customer.(2) any violation by the customer , its authorized users or its representatives  of anty law applicable  to the performance  of the customer's obligation  under this agreement.(3) material or information created or provided by the customer including any liabilities  arising from the actual or alleged infringement by the customer of any third party  patent, trademark, or copyright,  pertaining to such material or information.

notice of any claim for which indemnification is sought under this Agreement and shall reasonably cooperate with Customer in connection with any such claim. The Customer will be entitled to control the handling of any such claim with counsel of its own choosing, subject to ethical obligations and conflicts of interest, and to defend or settle any such claim, provided, however, that the Customer shall not enter into any settlement that would require Company to admit to any liability or to take or refrain from taking any action, without Company's prior written consent.

11. Notices

                Any notice required or permitted to be given under this Agreement must be in writing. Notice will be deemed given (1) upon receipt when hand delivered or sent by a reputable commercial overnight courier, or (2) five (5) business days following mailing by registered or certified United States mail, return receipt requested, postage prepaid, and addressed to the Company at its address set forth below or to the Customer at the address provided by the Customer on its account information page.

12. Additional Provisions

                12.1 Force Majeure. Neither party will be liable to the other party for damages arising out of delays or failures to perform under this Agreement to the extent that any such delays or failures result from any cause beyond the reasonable control of the party affected, such as fire, earthquake, explosion, casualty, strike, war, riot, civil disturbance, act of God, any reasonably unforeseeable change in state or national law, decree or ordinance, or any executive or judicial order provided that the affected party promptly informs the other of all relevant information.

                12.2 Waiver of Jury Trial.  THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,.ALL RIGHTS TO TRIAL BY JURY  IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM  RELATING TO THIS AGREEMENT OR THE SERVICE.

                12.3 Independent Contractor. Each of the Company and the Customer is an independent contractor and neither party is, nor will be considered to be, nor shall purport to act as, the other's agent, partner,fiduciary, joint venturer, or representative.

                12.4 Assignment The Customer may not assign any of its rights or obligations under this Agreement (including interests or claims relating to this Agreement) without the prior written consent of the Company. Either party may assign this Agreement to any affiliate or subsidiary, without consent,upon prior written notice to the other party. The Company may assign this Agreement to any acquirer of all or substantially all of its assets.

                12.5 Entire Agreement. This Agreement and the selections made by the Customer during the Checkout Process constitute the entire agreement between the parties with respect to their subject matter and supersede all other oral or  written representations, understandings. or agreements relating to their subject matter. Each party represents that it is not relying on any representation or promise not set forth in this Agreement.

                12.6 Severability. If any provision of this Agreement is found unenforceable, the provision will not affect the other provisions, but the provision will be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of the Company and the Customer set forth in this Agreement.

                12.7 Waivers Amendments. No delay or omission by the Company or the Customer in enforcing its rights or remedies under  this Agreement will impair such right or remedy or be deemed to be a waiver of the rights or remedies. No waiver of any right or remedy under this Agreement with respect to any occurrence or event on one occasion will be deemed a waiver of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of this Agreement will be valid unless in writing and signed by both parties.

                12.8 Section Headings. The section headings contained in this Agreement are for convenience of reference only and are not intended to affect  the meaning or interpretation of this agreement.

                12.9 Governing Law;  jurisdiction; venue. This agreement is  governed by the law  of delaware. A party must bring and maintain any action arising out  of this  agreement exclusively  in any state or federal  court located in delaware. The customer and the company each hereby expressly and irrevocably  submit the personal jurisdiction of such courts  for the purpose of any such action. The customer and the company each hereby represent to the other that such courts are a convenient forum.

Agreeing to these terms I also agree to abide by the end user agreement License OR eula locates at http://cloud-onsite.com/agreement