MHELPDESK, LLC USER ACCESS AND LICENSE AGREEMENTThis User Access and License Agreement (the “Agreement”) is a legal document governing the use of mHelpDesk’s remote-accessible service based on our Service Management Software (the “Service”). By accessing and using our Service, you are agreeing to be bound by and comply with the terms and conditions of this Agreement. The terms “mHelpDesk”, “we”, “us” or “our” refers collectively to the licensor mHelpDesk, LLC and our website mHelpDesk.com (the “Site”). The term “you” or “your” refers to you as the user and licensee of our Service under this Agreement.
1. ACCEPTANCE OF TERMSmHelpDesk makes the Service available through our Site as provided in this Agreement. We provide our Service to you under and subject to the most recent version of this Agreement. We may update this Agreement at any time, without prior notice to you, by posting a new version at http://www.mHelpDesk.com/user-agreement. The latest Agreement will be posted on the Site for your review before using the Service.
2. DESCRIPTION OF SERVICEThe Service is designed to provide you with the capability to manage your service business. The Service is based on our Service Management Software (the “Service Management Software”) that is hosted by us or on our behalf and accessible by you remotely through our Site.
3. LICENSESubject to the terms and conditions of this Agreement, mHelpDesk grants to you a limited, non-transferable, non-exclusive, revocable right and license to access and use our Service to support your business operations for the term of this Agreement unless sooner terminated; provided, however, that you may not use the Service in a resale capacity, or process third party data in a commercial service bureau environment, and mHelpDesk retains all right, title and interest in and to all Service Management Software applications and any materials supplied to you by us.
4. RESTRICTIONSYou shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way except as permitted under this Agreement in connection with developing your own service management programs; (ii) modify or make derivative works based upon the Service; (iii) create Internet “links” to the Service or “frame” or “mirror” any portion of the Service on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics represented by or incorporated in the Service, or (e) copy any ideas, features, functions or graphics represented by or incorporated in the Service.
5. RESOURCESThe Service includes mHelpDesk’s responsibility for providing and operating the servers, system software, and applications software including our Service Management Software functionality available to you in connection with the Service as provided in this Agreement.
6. SUPPORTOur Service will include remedial maintenance for the Service Management Software our Service is based upon.
7. AVAILABILITY OF SERVICESubject to the terms and conditions of this Agreement, mHelpDesk will use its commercially reasonable efforts to provide the Service for twenty-four hours a day, seven (7) days a week through the term of this Agreement. You agree that from time to time the Service may be inaccessible or impossible to use for various reasons, including periodic maintenance procedures or upgrades, service malfunctions and causes beyond our control or which are not reasonably forseeable by us, including the interruption or failure of telecommunications or digital transmission links, hostile network attacks or network congestion or other failures (collectively, “Downtime”). mHelpDesk will use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Service in connection with Downtime, whether scheduled or not. mHelpDesk will not be responsible for any damages or costs incurred by you, if any, in connection with Downtime.
8. PAYMENTYou will pay mHelpDesk the fees specified in the plan corresponding to the Service level for which you have subscribed. Payments are due within thirty (30) days of our invoice. Late payments are subject to an interest charge, which is the lower of one and one-half percent (1.5%) per month or the maximum legal rate. You are responsible for the payment of all taxes associated with this Agreement or your use of the Service (other than the taxes based on mHelpDesk’s net income). If mHelpDesk is required to pay any such taxes, you will, upon receipt of our invoice, reimburse us for any taxes paid by mHelpDesk. You are not required to pay any taxes from which you are legally exempt. Your Service will automatically renew at the end of the Service period and mHelpDesk will charge the then-current renewal fees to the credit card associated with Your Account. If you cancel your mHelpDesk Service, mHelpDesk is not obligated to refund Service charges already paid. Cancellation will take effect at the end of the current Service period unless a sooner date is requested.
9. YOUR REGISTRATION OBLIGATIONSIn consideration of your use of the mHelpDesk Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the mHelpDesk Service’s registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or mHelpDesk has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, mHelpDesk has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). You are responsible for all activity occurring under your account.
10. CONDUCTYou agree to comply with our acceptable use policies in connection with your use of the Service. You understand that all information, data, text, software, graphics, or other materials (“User Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such User Content originated. This means that you, and not mHelpDesk, are entirely responsible for all User Content that you upload, post, e-mail, transmit, or otherwise make available via the Service. mHelpDesk does not control the User Content posted via the Service and, as such, does not guarantee the accuracy, integrity, or quality of such User Content. Under no circumstances will mHelpDesk be liable in any way for any User Content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any User Content posted, e-mailed, transmitted, or otherwise made available via the Service. You agree to not use the Service to:
- upload, post, e-mail, transmit, or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, or harm minors;
- impersonate any person or entity or falsely state or otherwise misrepresent your identity or affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content transmitted through the Service;
- upload, post, e-mail, transmit, or otherwise make available any User Content that you do not have a right to make available under any law or under contractual or other relationships;
- upload, post, e-mail, transmit, or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright, or other property rights of any party;
- upload, post, e-mail, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” or any other form of solicitation;
- upload, post, e-mail, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage in discussions or exchanges;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
- intentionally or unintentionally violate any applicable local, state, national, or international law;
- “stalk” or otherwise harass another; and/or
- collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs above. You acknowledge that mHelpDesk may or may not pre-screen User Content, but that mHelpDesk and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, move, or remove any User Content that is available via the Service and which violates the terms of this Agreement. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. You acknowledge, consent, and agree that mHelpDesk may access, preserve, and disclose your account information and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: