Woosoft Suite

Sales Agreement

Between  Cloud Onsite Technologies, Inc. and Customer

1.0 Introduction

Welcome to Woosoft Suite by using our Cloud Onsite Technologies Inc. Web Office SSO Software Suite or Woosoft Suite.  The Woosoft Suite is a Single Sign On/IAM  system that deeply integrates with, and is highly customizable to fit our client needs.  The central most critical component is our SSO integration, infrastructure, and password management system. We also provide several pre-made and custom add-ons in the Woosoft Suite System in order to overcome the shortcomings of 3^rd party in a box software.  The Woosoft Suite provides a versatile environment between one solution fits all and a customized made to order software. Woosoft Suite is a prebuilt customizable application tool that not only integrates with SSO capable web apps, but it extends the reach and management to meet any software need. Woosoft contains multiple data interfaces in order to integrate with most 3rd party vendors.

Customer , acknowledges that you have read and understand the terms of use, (Terms), which incorporate by reference our Privacy Policy, located at http://Cloud Onsite.com/agreement  and agree to be bound by these terms.

It is your obligation to review these Terms before using the Website.  If you do not understand or have questions about the Terms, please stop all use of the Woosoft Suite and contact us at Corporation@Cloud Onsite.com or [email protected]

Any changes to these Terms will be effective immediately upon our posting them to the Website, unless otherwise stated. We reserve the right to change the contents of the Website at any time, with or without notice.

These Terms apply only to the Woosoft Suite and do not apply to any Software or service, even those controlled by us, that are linked to the Website. For access to the terms of use or privacy policies of linked websites, please refer to the policies of those respective websites.

 If you become a subscriber of Woosoft Suite, these Terms and the Privacy Policy will be superseded by the terms and conditions applicable to your subscription to the System, to the extent of any conflicts between them.

2.0  Definitions

⦁CONTENT means any and all material, existing or having existed on the Woosoft Suite site, in any fashion; from any origin; and in any form; whether digital, electronic, posted, deleted, archived, embedded, linked or contained in any subpage of the Website or existing as data, designs, text, (on every page of the Website, whether editorial, navigational, or instructional), images, graphics, (including all logos, buttons, and other graphical elements on the Website, including the color combinations and the page layout of the Website, with the exception of trademarks and intellectual property belonging to third parties),code or programming, (including both client and server side code compiled or interpreted code in any computer language, databases, etc. used on the Website), and includes all material that we have provided prior or as part of the Woosoft Suite or which any Users have submitted, posted, uploaded, or otherwise provided to the Woosoft Suite Website.

⦁SUBSCRIBER means any person or entity who investigates , initiates, or completes a sign-up for a subscription to the System with Cloud Onsite Technologies, Inc.

⦁SERVICES means any of the products or services provided by or through Cloud Onsite Technologies Inc, including subscriptions to the Woosoft Suite System.

⦁WOOSOFT SUITE SYSTEM means the software as a service offering of Cloud Onsite Technologies Inc., that is offered in connection with the other development, customization, and integration services.

⦁USER means any person or entity as the case may be, who accesses the Website. As a user you are subject to these Terms and our Privacy Policy.  Go to http://Cloud Onsite.com/agreement  and agree to abide by all terms and conditions contained in these Terms.

 3.0 GENERAL USE OF Woosoft Suite

We hereby grant Customer, its subsidiaries and affiliates a limited license to view and use the Woosoft Suite solely as an aid to properly engaging with the provided environment as a User. You may use the Woosoft Suite only in a manner consistent with your bona fide personal or internal business needs as Stated in the terms at http://Cloud Onsite/agreement or requesting a copy at [email protected] .

4.0 RESTRICTIONS ON USE OF THE WEBSITE

Any unauthorized use by Customer or on your behalf, including as described in the  Terms, will automatically terminate the license granted by us, and you may not thereafter use the Woosoft Suite for any personal or business purpose.

Except as provided in these Terms or by the authorization of Cloud Onsite Technologies Inc. itself, you may not:

⦁ use, or plan, encourage or help others to use the Woosoft Suite for any purpose or in any manner that is prohibited by these Terms or by applicable law;

 ⦁ download (other than page caching), excerpt, summarize, copy, or create derivative works from any portion of the Woosoft Suite;

 ⦁ gather information from the Website from data mining, robots, spiders,or similar extraction tools using Woosoft Suite;

 ⦁ interfere with the proper operation of the Woosoft Suite including by attacking, hacking into, or otherwise attempting to penetrate any non-publicly accessible elements of the Website or its servers or network through the use of bots , trojan horses, Virus DNS attacks or, any other technology that is designed to interface with the proper operation of the website or the use of the websites by the user;

⦁ circumvent or attempt to circumvent any securities or access control technology implemented on the website or its associated servers and networks.

 5.0 Information You Provide

User-Generated Content

The Website may allow you to post information or data in a variety of forms to dedicated sections of the Website, such as support forums or similar message boards. The purpose of these sections, unless otherwise specified, is to support the business of Cloud Onsite Technologies Inc. and the related needs of its Users and Subscribers. User-Generated Content is any content created or publicly posted by you to the Website.

You hereby irrevocably grant to Cloud Onsite Technologies Inc. a worldwide; perpetually paid, royalty-free, non-exclusive, sub-licensable, transferable right to use, publish, broadcast, post online, and copyright (1) your name, voice, picture, portrait, and likeness as such Identity Materials appear in connection with the User­ Generated Content and (2) the User-Generated Content in, and in connection with, advertising, marketing, and promoting Cloud On-site Technologies, Inc., its products and services, or its events, in whole or in part, by any means, media, devices, processes, and technology, whether now known or hereafter developed. You acknowledge that Cloud Onsite Technologies Inc., may modify the User-Generated Content for formatting, navigation, integration, or other purposes, provided that Cloud Onsite Technologies Inc. uses good-faith efforts to ensure such modifications do not materially distort User-Generated Content.

You hereby waive, and shall not enforce any conflicting rights in the User-Generated Content, including any moral rights that you may have under applicable law.

You hereby consent to the appearance and use of the Identity Materials in any advertisement, promotional media, or other media, without submitting such proposed uses to you for any further approval. You hereby release Cloud Onsite Technologies Inc. from any liability to you for any distortion or illusionary effect resulting from the publication of your identity Materials.

Cloud Onsite Technologies Inc. is not required to use any of these rights granted by you to retain these rights.

Representations - You represent to Cloud Onsite Technologies Inc. that:

You have the necessary authority to grant the rights described in these Terms;

 You have created the User-Generated Content or have the necessary rights to publish the User-Generated Content to the Woosoft Suite;

 You have the necessary rights and consents to publish the Identity Materials of any person appearing in your User-Generated Content;

Your grant of rights to Customer under these Terms will not violate the rights of any third party or violate any applicable laws, including consumer protection, privacy, copyright, trademark, unfair competition, and trade laws;

The User-Generated Content does not violate any provision of these Terms, including that it does not contain any viruses or other harmful code and is not defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, or offensive or otherwise unlawful.

User-Generated content  posted to the Woosoft Suite System is governed by the terms applicable to the system and your subscription.

 We do not assume any obligation to review or monitor the content or other information submitted to the website by third parties.  We may review some, none, or all of the information submitted to the website. We reserve the right to remove, edit, or reject. any information to the website for any reason, or for no reason. You assume the responsibility of verifying the accuracy of any posted information through your own independent investigation.

 6.0- ACCEPTABLE USE POLICY

Cloud On-site Technologies Inc. requires all Subscribers and other users of the Website conduct themselves with respect for others. In particular, observe the following rules in your use of the Website and the System:

 ⦁ Abusive Behavior: Do not harass, threaten, or defame any person. Do not contact any person who has requested no further contact. Do not use ethnic or religious slurs against any person or group.

 ⦁ Privacy: Do not violate the privacy rights of any person. Do not collect or disclose any personal address, social security number, or other personally identifiable information without each person's written permission. Do not cooperate in or facilitate identity theft.

 ⦁ Intellectual Property: We respect the intellectual property of others, and we ask you to do the same. Do not infringe upon the copyrights, trademarks, trade secrets, or other intellectual property rights of any person. Do not reproduce, publish, or disseminate software, audio recordings, video recordings, photographs, articles, or other works of authorship without the written permission of the copyright holder. We may, in appropriate circumstances, terminate or suspend use of the Website to Users who infringe the intellectual property rights of others.

⦁ Hacking, Viruses, & Network Attacks: Do not access any computer or communication system without authorization, including tile computers used to provide the Website or the System. Do not attempt to penetrate or disable any security system. Do not intentionally distribute a computer virus, launch a denial-of-service attack, or in any other way attempt to interfere with the functioning of any computer, communications system, or website. Do not attempt to access or otherwise interfere with the accounts of other users of the Website.

7.0- INTELLECTUAL PROPERTY AND NON-COMPETE

Cloud Onsite Technologies Inc. owns all intellectual property rights relating to the Woosoft Suite. 

Cloud Onsite Technologies Inc. brand and other content including; copyright, trademark, service mark, trade name, trade dress, logo, patents and patentable subject matter, trade secrets, data elements, and other Content that has or provides the "look and feel" of the Cloud Onsite Technologies Inc. brand image, as well as our own Content, including the text, graphics programming, (including source and object code), photographs, video, and audio contained in the Woosoft Suite Website, is the intellectual property of Cloud Onsite Technologies Inc.  All other intellectual property not owned by Cloud Onsite Technologies Inc. is the property of its respective owner or licensee, as the case may be.

We reserve all rights to all of our Intellectual Property. Your use of the Website does not grant you any rights or licenses relating to the Intellectual Property, except as expressly provided for in these Terms.

You may not display, copy, modify, create derivative works of, sell, or distribute, any of the Intellectual Property, or use it in any other way for public or commercial purposes except in accordance with these Terms and the intended purpose of the Website.

Subject to the Privacy Policy, any information, materials, suggestions, ideas, or comments, you send to us (each, a "Submission") are deemed non-confidential. By sending us a Submission, you hereby grant, will grant, and agree to grant us an irrevocable and unrestricted worldwide license to use, modify, reproduce, adapt, transmit, sell, license and sub-license, create derivative works from, publicly display, perform and distribute, the Submission for any purpose whatsoever, commercial or otherwise, in any form, media, or technology.

The licensee, may not request to circumvent, impede, or interfere in any way by the hiring, bypassing, or in anyway attempt to obtain duplicate or otherwise copy or gain information by compensating hiring or working with current, ex-employees, or subcontractors used by Cloud Onsite Technologies Inc. to provide service and with any knowledge to work on the Woosoft Suite or any related code for a period of no less that 4 years in order to preserve the Woosoft Suite and other intellectual property.

8.0-THIRD-PARTY INTELLECTUAL PROPERTY

We will respond to claims of copyright and trademark infringement in accordance with applicable law. We will promptly process and investigate notices of alleged infringement by third parties and will take appropriate actions under applicable law, including the Digital Millennium Copyright Act {"DMCA" ), 17 U.S.C. § 5 12(c)(2).

 General Disclaimers

THE WEBSITE, THE Woosoft Suite SYSTEM, AND THEIR CONTENT, INCLUDING ALL PRODUCTS OR SERVICES FROM Cloud Onsite Technologies Inc. ,ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY. Cloud Onsite Technologies inc. DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE  MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

Cloud Onsite Technologies inc. DISCLAIMS ANY LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THIS WEBSITE OR THE SYSTEM IF THE OFFER OR SALE OF ANY PRODUCT OR SERVICE OR SYSTEM OFFERED THROUGH THIS WEBSITE IS ILLEGAL IN YOUR JURISDICTION.

Cloud Onsite Technologies inc. DOES NOT WARRANT THAT THE CONTENT, FUNCTIONS, OR SERVICES CONTAINED IN OR ACCESSED THROUGH THE WEBSITE OR THE SYSTEM WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, OR  ERROR-FREE. YOU, AND NOT Cloud Onsite Technologies Inc., ASSUME THE Cloud Onsite Technologies inc. OF ALL NECESSARY  SERVICING, REPAIR, OR CORRECTION IF THERE IS ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH THE USE OF THE WEBSITE, THE SYSTEM, THEIR CONTENT, OR ANY SERVICES. Cloud Onsite Technologies inc. DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE WEBSITE OR THE SYSTEM OR THE RESULTS OF THEIR USE RELATED TO ACCURACY, RELIABILITY, OR OTHERWISE. THE WEBSITE OR THE SYSTEM MAY INCLUDE ERRORS {INCLUDING TECHNICAL OR TYPOGRAPHICAL ERRORS), AND WE MAY MAKE CHANGES TO THE WEBSITE OR THE SYSTEM AT ANY TIME, WITH OR WITHOUT NOTICE.

NEITHER Cloud Onsite Technologies inc NOR ANY OTHER PERSON OR ENTITY ASSOCIATED WITH THE DESIGN 0R MAINTENANCE  OF THE WEBSITE OR THE SYSTEM WILL BE HELD LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY DAMAGE , LOSS, INJURY, OR MALFUNCTION ASSOCIATED WITH YOUR USE OF THIS WEBSITE, THE SYSTEM, OR THE SERVICES.

9.0- THIRD PARTIES AND THIRD-PARTY WEBSITES

The Website may contain links to other websites for your convenience and information. Links may be contained on pages, or in blog posts, emails from us, or newsletters we make available from time to time.

Such links may be to advertisers, merchandise retailers, payment processors, content providers, social media, or other companies who may use our logo or style because of a co-branding agreement.  These websites may be operated by companies that are not affiliated with Cloud Onsite Technologies Inc.and may have different privacy policies and terms of use. Notwithstanding the presentation of, or links to, any third-party information or website on the Website, such presentation is not an endorsement, guarantee, representation, or warranty, either express or implied, by us on behalf of any third party.  Cloud Onsite Technologies Inc. does not control the content that appears on these websites or their privacy practices.

We hereby disclaim any liability or responsibility for the content, subject matter, or substance of any information, accessed or obtained from third-party websites accessed from or via the Website. Accessing third-party websites from our Website is therefore done at your own risk.

These Terms apply only to the Website and do not apply to any websites, even those controlled by us, that are linked to the Website. For access to the terms of use or privacy policies of linked websites, you should refer to the policies of those websites.

10.0-LIMITATIONS OF LIABILITY

IN NO EVENT WILL Cloud Onsite Technologies Inc., ITS AFFILIATES, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR SPECIAL DAMAGES INCLUDING LOST PROFITS.  WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY,AND WHETHER OR NOT Cloud Onsite Technologies Inc. IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES,THE LIMITATIONS SET  FORTH IN THIS SECTION MAY NOT APPLY TO YOU. IF THE FOREGOING LIMITATIONS ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, AND IF Cloud Onsite Technologies Inc. IS HELD RESPONSIBLE BY ANY COURT, THEN THE MAXIMUM LIABILITY OF Cloud Onsite Technologies Inc. TO YOU FOR ANY TYPE OF DAMAGES WILL BE LIMITED TO THE AMOUNT YOU PAID Cloud Onsite Technologies Inc. FOR THE Woosoft Suite SYSTEM, PRODUCTS, OR SERVICES.

11.0 Indemnification

You shall indemnify, defend and hold harmless Cloud Onsite Technologies Inc., its affiliates, and their respective officers, directors, managers, agents, employees, and contractors from any losses or liabilities including reasonable attorneys' fees and costs of suit, arising out of any claims, actions, demands, liabilities, and settlements, including third-party claims and causes of action, arising out of or related to any one or more of the following:

(1) your use of the Website, Software  or the Services provided by Cloud Onsite  Technologies inc.

12.0 Dispute  Resolution

 Governing Law. Delaware law governs your use of the Website, the System, and the Services and all disputes, claims, actions, suits, or other proceedings arising out of or related to the Website, the System, the Services, these Terms, or the Privacy Policy.

Dispute Resolution. The parties shall first use good-faith efforts to attempt to resolve any dispute, claim, or controversy arising out of or relating to the Website, the System, the Services, these Terms, or the Privacy Policy by negotiation before bringing any action, other than an action for preliminary injunctive relief.

Venue. Any mediation, dispute or court proceeding based on or arising out of the Website, the System, the Services, these Terms, or the Privacy Policy must be brought in the state or federal courts sitting in Delaware.

Jurisdiction. Customer and Cloud Onsite Technologies Inc. hereby irrevocably consent to the personal jurisdiction by such courts. You and Cloud Onsite Technologies Inc. represent that such courts are a convenient forum.

Time period for bringing claims. Regardless of any statute or law to the contrary, any claim under these Terms or Privacy Policy must be brought within one (1 ) year after the cause of action arises, or such claim will be forever barred and deemed released.

Fees and costs. The prevailing party in any action or proceeding under these Terms will be entitled to recover legal fees and other costs reasonably incurred in that action or proceeding, in addition to any other relief to which the party may be entitled.

13.0- ADDITIONAL PROVISIONS

1. Entire Agreement These Terms, together with the Privacy Policy http://CloudOnsitetech.com/agreement, constitute the entire agreement between Customer and Cloud Onsite Technologies Inc. governing the Woosoft Suite website and or service and supersede any prior agreements and understandings, oral or written between you and Cloud Onsite Technologies Inc. with respect to the website of the services. Each of us represents to the other that we are not relying on any representations or promises not set forth in these terms or the privacy policy. You also may be subject to additional contractual terms that may apply if you use or purchase certain services of Cloud Onsite Technologies Inc., including a subscription to the system and enter into a separate subscription to the agreement.

2. Waiver. The failure of Cloud Onsite Technologies Inc. to enforce any right in these Terms or the Privacy Policy will not constitute a waiver of any right or provision.

3. Severability. If any provision of these Terms or Privacy Policy is found by a court to be unenforceable for any reason, it will not affect any other provision, and these Terms or Privacy Policy will be construed without regard to the unenforceable provision.

4. Local Laws. The materials on the Website or the System may not be appropriate or available for use in your location. Persons who choose to access the Website or the System do so on their own initiative and at their own risk and are responsible for compliance with local laws, rules, and regulations applicable to them. Cloud Onsite Technologies Inc. may limit the Website's or the System's availability, in whole or in part, to any person, geographic area, or jurisdiction.

5. Relationship. These Terms do not create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties.

6. Assignment Cloud Onsite Technologies Inc. may assign these Terms or Privacy Policy and delegate any of its obligations.

This software-as-a-service agreement (the "Agreement") is between Cloud Onsite Technologies 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 htts://Cloud Onsite.com/ContactUs selecting the type of subscription, duration, pricing levels, add-ons, payment method, and other elements comprising Customer's subscription (the "Checkout Process").

NOW, THEREFORE, in consideration of the foregoing, U1e parties agree as follows:

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 the United States or other applicable jurisdiction, ("intellectual property rights"). 

 Additional Terms. The Customer acknowledges the Service maybe be hosted in a shared environment on servers 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 email at [email protected] (the Woosoft Suite). 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.

 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 thirty (30) 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.