1) Certain Definitions
1.1) Solutions"Solutions" shall mean the entire suite of MobiWork solution: MobiWork, mTime, mForms, mTrack, mPos and mAssets. Such Solutions may be upgraded or modified by MobiWork from time to time. Updates will be posted to the Terms and all updates to the Terms will apply to all the Solutions.
1.2) Privacy Policy
MobiWork's Privacy Policy outlines how MobiWork secures Client personal information and protects privacy and confidentiality when using the Service. The Privacy Policy can be viewed at http://platform.mobiwork.com/en/privacy.html.
1.3) Web Site
MobiWorks web site is located at https://platform.mobiwork.com.
1.4) Client
"Client" shall mean those persons and/or entities purchasing the MobiWork Service in compliance with the Terms.
1.5) Users
"Users" shall mean those persons who use the Service in compliance with the Terms. Users may include but are not limited to the employees of the Client, consultants, contractors, agents, customers or third parties with which Client conducts business with. Anyone who has a login to the MobiWork platform (web only, smartphone only, web and smartphone) is considered a User.
1.6) MobiWork Reseller
"MobiWork Reseller" shall mean MobiWork, or any person or entity who has entered into an agreement with MobiWork to resell the Service.
1.7) Content
"Content" shall mean any Content provided through the Service (Created by MobiWork or third parties) in compliance with the Terms, including map and terrain data, photographic, aerial and satellite imagery, traffic data, or any other content.
1.8) Client Content
"Client Content" shall mean any content the Client provides in use of the Service. This includes but is not limited to: Client data, Client customer data and information, work orders, invoices, images, videos, or audio recordings. Client Content does not include Content.
1.9) Brand Features
"Brand Features" shall mean all trademarks, brands, logos, service marks, trade dress, slogans, copyrighted designs, copy written material or other brand features.
1.10) Term
"Term" shall mean the period of time (one (1) month) during which the subscription to the service is in force.
1.11) Patents & Trademarks Rights
"Patents & Trademarks Rights" shall mean copyrights, trademarks, service marks, patents, applications and registration for each of the preceding, trade secrets, moral rights, contractual rights of non-disclosure and/or any other intellectual property or proprietary rights, however arising, globally with MobiWork.
1.12) Confidential Information
"Confidential Information" shall mean all proprietary or non-public information disclosed during use or termination of use of the Service, whether written, electronic or oral and designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.
2) Your Relationship with MobiWork
2.1) Use of the Service is subject to the TermsIn order to use the Service, you must agree to the Terms.
2.2) The Terms include MobiWork's Privacy Policy
(a) The Terms include the following:
(i) the terms and conditions set forth in this document
(ii) the Privacy Policy
b) Before Client uses the Service, Client should read each of the documents comprising the Terms, and print or save a local copy for its records.(ii) the Privacy Policy
2.3) Entire agreement
The Terms represent the entire agreement and understanding between the Client and MobiWork regarding the use of the Service and supersede all prior agreements, oral or written. Client also may be subject to additional terms and conditions that may apply when Client uses or purchases other affiliate services, third-party content or third-party software.
2.4) Changes to the Terms
MobiWork may update the Terms in the future, and Client will be able to find the most current version of this agreement at https://www.mobiwork.com/en/terms.html. It is the responsibility of the Client to check any changes to the Terms. Client continued use of the Service following any posting of changes to the Terms will mean that Client accepts and agrees to continue to be bound by the current Terms. All modifications to the Terms shall be effective immediately upon being posted on the Web Site..
3) Acceptance of Terms
3.1) Clicking to accept or using the ServiceClient can accept the Terms by:
(a) Clicking to accept or agreeing to the Terms, where this option is made available to Client by MobiWork in the user interface for the Service, or
(b) Using the Service. In this case, Client understands and agrees that MobiWork will treat Client use of the Service as acceptance of the Terms from that point onwards.
(b) Using the Service. In this case, Client understands and agrees that MobiWork will treat Client use of the Service as acceptance of the Terms from that point onwards.
3.2) United States or other applicable jurisdiction law restrictions
Client may not use the Service and may not accept the Terms if Client is barred from using the Service under the laws of the United States or other applicable jurisdiction.
3.3) Authority to accept the Terms
Client represents that Client has full power, capacity and authority to accept the Terms. If Client is accepting on behalf of another entity, Client represents that Client has full legal authority to bind such entity to the Terms.
3.4) Age restrictions
Client must be 18 years of age or over, or the legal age to form a binding contract in Client jurisdiction if that age is greater than 18 years of age. If Client does not so qualify or if this Service is prohibited by law in the Clients jurisdiction, this Agreement shall be void and Client shall not be authorized to use the Service or the Web Site.
4) Licenses from MobiWork to Client
4.1) Service LicenseMobiWork gives Client a non-exclusive, non-transferable, non-assignable and revocable license to use the Service as provided by MobiWork, in the manner permitted by the Terms.
4.2) Content License
MobiWork is providing Client a non-exclusive, non-transferable, non-assignable and revocable license to access, use, publicly perform and publicly display the Content, as the Content is provided in the Service, and in the manner permitted by the Terms. Specifically, Client understands the following in regards to route planning and location based features:
(a) Content (including but not limited to map data, traffic, and directions) is provided for planning purposes only. Client may find that weather conditions, construction projects, closures, or other events may cause road conditions or directions to differ from the results depicted in the Content. Client should exercise judgment in its use of the Content..
(b) Certain Content is provided under license from third parties, and is subject to copyright and other intellectual property rights owned by or licensed to such third parties. Client may be held liable for any unauthorized copying or disclosure of this content
(b) Certain Content is provided under license from third parties, and is subject to copyright and other intellectual property rights owned by or licensed to such third parties. Client may be held liable for any unauthorized copying or disclosure of this content
5) Licenses from Client to MobiWork
5.1) Mention Client as clientClient grants to MobiWork and to its MobiWork Reseller a non-assignable, non-transferable, revocable and non-exclusive license to mention Client as client of MobiWork and of his MobiWork Reseller (including displaying Client's name and logo on MobiWork's web site).
6) Registration and Fees.
6.1) Registration and free trial periodUpon registration, Client will have access to all the features of the Service and Client's usage of the Service will be subject to the Terms. MobiWork offers a fourteen (14) day free trial of the Service with no further obligation. However, at the end of the 14 day free trial, Client agrees to pay the fees described below to continue using the service.
6.2) Subscriptions feess
In order to use the Service (except during the 14 day free trial), Client must purchase, for each User, a license by paying a monthly subscription fee to his MobiWork Reseller. The actual subscriptions fees for the Service will be based on the Solution, any specific configuration (including Adds-on modules), the Term and the total number of Users. Please contact your MobiWork Reseller to get a detailed quote.
MobiWork Reseller will invoice and collect all payments from Client on a monthly basis according to the following schedule:
A) Initial invoicing:
- Invoice is sent to Client by MobiWork Reseller at the end of the 14 day free trial Activation
- Invoice is issued starting the first day following the 14 day free trial through the end of the next full month
- Initial invoice amount is ONLY for the first full month following end of trial period
- Monthly invoicing going forward (see next section B)
Example:
- Invoice is issued starting the first day following the 14 day free trial through the end of the next full month
- Initial invoice amount is ONLY for the first full month following end of trial period
- Monthly invoicing going forward (see next section B)
Example:
| - 14 day free trial activation date: | March 12 |
| - End of 14 day free trial: | March 26 |
| - Invoice sent to Client by MobiWork Reseller: | March 26 |
| - Invoice timeline: | March 26 - April 30 |
B) Monthly invoicing:
Same number of users during the month:
- Invoice is sent to Client by MobiWork Reseller at the beginning of the month (e.g. June 1st) for the number of active users at the beginning of the month (e.g. 10 active users)
- Terms are "Due On Receipt"
- Invoice is sent to Client by MobiWork Reseller at the beginning of the month (e.g. June 1st) for the number of active users at the beginning of the month (e.g. 10 active users)
- Terms are "Due On Receipt"
At least one user added during the month:
- Invoice is sent to Client by MobiWork Reseller at the beginning of the month (e.g. June 1st) for the number of active users at the beginning of the month (e.g. 10 active users)
- Terms are "Due On Receipt"
- Client adds at least one user (e.g. 1 additional user on June 13th)
- MobiWork Reseller will invoice Client the additional user(s) from the previous month at the beginning of the following month (e.g. invoice for 12 users on July 1st, invoice for 11 users on August 1st)
- Invoice is sent to Client by MobiWork Reseller at the beginning of the month (e.g. June 1st) for the number of active users at the beginning of the month (e.g. 10 active users)
- Terms are "Due On Receipt"
- Client adds at least one user (e.g. 1 additional user on June 13th)
- MobiWork Reseller will invoice Client the additional user(s) from the previous month at the beginning of the following month (e.g. invoice for 12 users on July 1st, invoice for 11 users on August 1st)
At least one user disabled during the month:
- Client may disable any user at any time during the month but the fee already paid for that user is non-refundable (see section 6.10) ) except if another user has been added right after (no overlap) within the month.
- Client may disable any user at any time during the month but the fee already paid for that user is non-refundable (see section 6.10) ) except if another user has been added right after (no overlap) within the month.
6.3) Professional services fees
Professional services can be purchased on a per need basis. Professional services fees are quoted based on the Client specific requirement(s) and will be charged on an as-quoted basis.
6.4) Support fees
MobiWork provides a wide range of support options. Please contact your MobiWork Reseller for a description and corresponding quote.
6.5) Taxes
Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on the fees.
6.6) Changes to the fees
MobiWork Reseller, at any time and from time to time, may change the Service fees by providing notice of such change to Client. The new Service fees shall become effective (i) immediately for any new Service subscription, and (ii) at the end of the Term for any existing Service subscription.
6.7) Disputes
If Client believes Client's bill is incorrect, Client must contact his MobiWork Reseller in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
6.8) Confidentiality
All pricing terms are confidential, and Client agrees not to disclose them to any third party.
6.9) Collection
In the event the MobiWork Reseller shall be required to initiate any collection activities against Client for the Service provided, Client agrees to be responsible for all costs and fees associated therewith, including reasonable attorneys' fees. Cancellation or termination of the Service, or any component herein, on the part of MobiWork shall not be construed as a waiver of right to collect monies already owed to the MobiWork Reseller.
6.10) Return Policy
All sales are final. Client may cancel the service at any time but any fee already paid is non-refundable, whether or not the corresponding User licenses are actively used and whether or not Client decide to stop using the Service at any time prior to the end of the Term.
6.11) Non-payment and suspension
In addition to any other rights granted to MobiWork herein, MobiWork reserves the right to suspend or terminate the Service if Client's account becomes delinquent (falls into arrears) at any time.
7) Use of Service
7.1) Illegal activitiesClient acknowledges and agrees that MobiWork does not allow any illegal activities. Client warrants that Client will abide by all applicable local, state, national, and international laws and regulations and are solely responsible for all acts or omissions that occur under Client account or password, including, but not limited to, the content of Client transmissions through the Service.
Client may not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of MobiWork, MobiWork resellers, other Clients or any other party.
7.2) Client Content
Client agrees that Client is responsible for Client own conduct and any Content that Client creates, transmits or displays while using the Service and for any consequences thereof. .
7.3) Permitted use
Client agrees not to use, nor permit any third party to use, the Service to:
(a) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others;
(b) upload, post, transmit or otherwise make available any inappropriate or objectionable, racist, fraudulent, obscene, pornographic, profane, hateful, offensive, information or communications of any kind or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(c) upload, post, transmit or otherwise make available;
(d) upload, post, transmit or otherwise make available;
(e) upload, post, email, transmit or otherwise make;
(f) download any file posted by another that Client knows,;
(g) impersonate another person or entity, or falsely misrepresent Client affiliation with any person or entity ;
(h) restrict or inhibit any other User from using and;
(i) delete, obscure, or fail to display the Terms link as presented through the Service
(j) delete, obscure, or in any manner alter any warning,;
(k) interfere with or disrupt the Service,;
(l) Collect or store personal data about other Clients, other than that which the Clients have made publicly available;
(m) engage in spamming or flooding;
(n) use any robot, spider, site search/retrieval;
(o) display content that falsely expresses or implies that such content is sponsored;
(p) create User accounts by automated means or under;
(q) promote or provide instructional information about;
(r) promote physical harm or injury against any group; or
(s) transmit any viruses, worms, defects, Trojan horses,.
(b) upload, post, transmit or otherwise make available any inappropriate or objectionable, racist, fraudulent, obscene, pornographic, profane, hateful, offensive, information or communications of any kind or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(c) upload, post, transmit or otherwise make available;
(d) upload, post, transmit or otherwise make available;
(e) upload, post, email, transmit or otherwise make;
(f) download any file posted by another that Client knows,;
(g) impersonate another person or entity, or falsely misrepresent Client affiliation with any person or entity ;
(h) restrict or inhibit any other User from using and;
(i) delete, obscure, or fail to display the Terms link as presented through the Service
(j) delete, obscure, or in any manner alter any warning,;
(k) interfere with or disrupt the Service,;
(l) Collect or store personal data about other Clients, other than that which the Clients have made publicly available;
(m) engage in spamming or flooding;
(n) use any robot, spider, site search/retrieval;
(o) display content that falsely expresses or implies that such content is sponsored;
(p) create User accounts by automated means or under;
(q) promote or provide instructional information about;
(r) promote physical harm or injury against any group; or
(s) transmit any viruses, worms, defects, Trojan horses,.
7.4) International use and export compliance
Client shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Service. .
Client acknowledges and agrees that it is Client responsibility to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Client resides or has customers.
7.5) Passwords and security
Client is responsible for maintaining the confidentiality of Client account password, and is responsible for all activities that occur under Client account.
Client will not misuse or share the login id/password that is issued to Client by MobiWork, misrepresent Client identity or Client affiliation with an entity,.
Client agrees to immediately notify MobiWork of any unauthorized use of Client password or account or any other breach of security.
MobiWork cannot and will not be liable for any loss or damage arising from Client failure to provide MobiWork with accurate information or to keep Client password secure and confidential.
Client may be held liable for losses incurred by MobiWork, MobiWork Resellers or any other user of or visitor to the Service to an unauthorized third party using Client email address, password or account .
Client agrees that MobiWork shall not be liable for any loss or damage arising from Client failure to comply with these obligations.
7.6) Responsibility for breaches
Client agrees that Client is solely responsible (and that MobiWork has no responsibility to Client or to any third party) for any breach of Client obligations under the Terms and for the consequences .
7.7) One User account per User
Any User account is for one User only: the login id and password cannot be shared with any other User to avoid paying the corresponding subscription fee..
7.8) Access to the Service
Client needs one subscription for each of the Client's Users, whether or not the User accesses the Service through the web only, a smartphone/tablet only or a combination of both.
7.9) Enforcements
MobiWork reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In cooperation with government requests and legal process, to protect the integrity and operation of the Service, MobiWork may access and disclose any information it considers necessary or appropriate, including, without limitation, User profile information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted Content
.
7.10) Company's data usage and privacy policies
Client agrees to comply with Client company data usage and privacy policies.
7.11) Reselling
Client agrees to not charge Users or any other third party any incremental fee solely for the use of the Service or the Content, unless Client has entered into a separate agreement with MobiWork or an authorized MobiWork Reseller, or obtained MobiWork's written permission to do so.
7.12) Source code
Client agrees to not reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof.
7.13) General practices regarding use and storage
Client agrees that MobiWork has no responsibility or liability for the deletion or failure to store Client Content and other communications maintained or transmitted by the Service. MobiWork strongly recommends to its Clients that they archive all Content and Client Content used in the Service frequently. MobiWork is not responsible for any lost or unrecoverable Content
.
7.14) Limits on use and storage
Client acknowledges and agrees that MobiWork may impose or adjust limits on the:
(a) number of overall transactions Client may send or receive through the Service;
(b) number of work orders per day Client may send or receive through the Service;
(c) number of tasks per day Client may send or receive through the Service;
(d) number of activities per day Client may send or receive through the Service;
(e) number of forms per day Client may send or receive through the Service;
(f) number of notifications per day Client may send or receive through the Service;
(g) number of downloads or bulk feeds of any Content, including but not limited to numerical latitude or longitude coordinates, imagery, and visible map data;
(h) number of geocoding requests;
(i) number of maps visualized;
(j) number of geofences;
(k) number of APIs Client may send or receive through the Service;
(l) overall data storage;
(m) overall number of customers;
(n) overall number of forms;
(o) overall number of points of interest;
(p) overall number of routes;
(q) overall number of service contracts;
(r) overall number of products;
(s) overall number of assets;
(t) overall number of mobiRules;
(u) time interval between the capture of 2 smartphone or tablet locations;
(v) time interval between 2 communications from/to MobiWork's smartphone or tablet native application and MobiWork's cloud based platform;
MobiWork reserves the right to establish or modify its general practices and limits relating to volume of transactions and storage. Please note that additional volume can be obtained typically at an additional cost to the base Service fees.
(b) number of work orders per day Client may send or receive through the Service;
(c) number of tasks per day Client may send or receive through the Service;
(d) number of activities per day Client may send or receive through the Service;
(e) number of forms per day Client may send or receive through the Service;
(f) number of notifications per day Client may send or receive through the Service;
(g) number of downloads or bulk feeds of any Content, including but not limited to numerical latitude or longitude coordinates, imagery, and visible map data;
(h) number of geocoding requests;
(i) number of maps visualized;
(j) number of geofences;
(k) number of APIs Client may send or receive through the Service;
(l) overall data storage;
(m) overall number of customers;
(n) overall number of forms;
(o) overall number of points of interest;
(p) overall number of routes;
(q) overall number of service contracts;
(r) overall number of products;
(s) overall number of assets;
(t) overall number of mobiRules;
(u) time interval between the capture of 2 smartphone or tablet locations;
(v) time interval between 2 communications from/to MobiWork's smartphone or tablet native application and MobiWork's cloud based platform;
7.15) Limits on data retention
Client acknowledges and agrees that MobiWork may impose or adjust limits on the amount of time Client Content is available:
(a) closed work orders;
(b) closed tasks;
(c) closed activities;
(d) submitted forms;
(e) raw locations (e.g. MobiWork doesn't need to store all the locations that have been captured in a "Stopped" segment)
(f) raw locations and corresponding mobiSegments
MobiWork reserves the right to establish or modify its general practices and limits relating to volume of transactions and storage. Please note that additional data retention can be obtained typically at an additional cost to the base subscription fees.
(b) closed tasks;
(c) closed activities;
(d) submitted forms;
(e) raw locations (e.g. MobiWork doesn't need to store all the locations that have been captured in a "Stopped" segment)
(f) raw locations and corresponding mobiSegments
7.16) Support
By default ("Silver" level), support for the Service is provided by e-mail, Monday through Friday, excluding local bank holidays, at the local business hours of your MobiWork Reseller. Please contact your MobiWork Reseller to obtain its local business hours. .
7.17) Disruption of service
Client may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service, or in any way reproduce or circumvent the navigational structure or presentation of the Service, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service.
Client may not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to MobiWork's server, or to any of the services offered on or through the Service, by hacking, password "mining" or any other illegitimate means.
Client may not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.
Client may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Service, or any other Client of MobiWork, including any account not owned by Client, or exploit the Service or information made available or offered by or through the Service, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Client own information, as provided for by the Service.
Client agrees not to use any device, software or routine to interfere or attempt to interfere with the proper function of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.
Client may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal Client sends to MobiWork or impersonate any other individual or entity.
7.18) Service availability
Client understands and agrees that access and use of the Service may be interrupted from time to time as a consequence of equipment malfunction, periodic Solutions upgrades and updates, maintenance or repair of the Service by MobiWork or as a consequence of other third party provider disruptions.
7.19) Software updates
MobiWork reserves the right to automatically upgrade the software to update, enhance and further develop the Service, including providing bug fixes, patches, enhanced functionality, missing plug-ins and new versions.
If not done automatically, MobiWork also reserves the right to require Client to obtain and use the most recent version.
7.20) Competitors
Client is not authorized to use the Service if Client sells or plans to sell products or services that would compete with the Service. .
7.21) Other software and hardware
Client shall be responsible for obtaining and maintaining, at Client own expense, all computer hardware, software, communication equipment, access lines, smartphones, tablets and any device Client use to access and utilize the Service.
7.22) Smartphone/tablet passwords
MobiWork strongly recommends that each smartphone or tablet User sets up a password to access its smartphone or tablet.
7.23) Data roaming and overusage
MobiWork is not responsible for any charges incurred for roaming and overusage charges incurred by Client while using the Service..
7.24) Mobile Device Management ("MDM")
The Service is not a MDM Solution and MobiWork may recommend using a MDM solution in conjunction with the Service depending on the Client use cases (e.g. ability to remotely wipe a smartphone or tablet, ability to only allow certain application(s), ability to prevent data roaming...).
7.25) Safety Watchdog & Emergency
MobiWork takes security very seriously and the concept behind the Emergency and Safety Watchdog features is to provide additional mechanisms to protect your mobile workforce. .
7.26) Do not use while driving or operating any equipment
MobiWork strongly recommends NOT to be reviewing or inputting any data into a mobile device while driving or operating any type of equipment. .
7.27) Location tracking
MobiWork provides multiple location based features as part of the Service. These features are optional and can be activated/deactivated by the Client at its own discretion. .
To provide location-based features as part of the Service (e.g. last known location...), MobiWork collects and uses the real-time geographic location of the User smartphone or tablet. The location is provided by the smartphone or tablet internal sensor(s) (e.g. GPS...) and its precision and accuracy are device specific and cannot be guaranteed..
7.28) Location and movement analysis features
In addition to displaying the collected location data (the"raw" locations), .
The location and movement analysis results are provided on a best effort basis and they cannot be guaranteed. Client acknowledges and understands that MobiWork will not be liable for any incorrect User movement analysis. .
7.29) Other Content
The Service may include hyperlinks to other websites or content or resources. MobiWork has no control over any.
Client acknowledges and agrees.
8) Web Site Accessibility
The majority of the pages on the Web Site are accessible to individuals with disabilities in accordance with Section 508 of the Rehabilitation Act. If Client has difficulties accessing any part of the site, please let MobiWork know, and MobiWork will do its best to reasonably provide Client with prompt access to the information Client desires.For Visitors with visual disabilities:
(a) Images on the Web Site are accompanied by alternative text describing graphics.
(b) Documents on the Web Site are presented in many formats. These formats are generally accessible to Users using screen reading software.
(c) If Client has trouble viewing any page on the Web Site with adaptive technology, please let MobiWork know right away.
(b) Documents on the Web Site are presented in many formats. These formats are generally accessible to Users using screen reading software.
(c) If Client has trouble viewing any page on the Web Site with adaptive technology, please let MobiWork know right away.
9) Changes to the Service
MobiWork is constantly innovating in order to provide the best possible experience for its Users. Client acknowledges and agrees that the form and nature of the Service may change from time to time.10) Confidentiality
A party receiving Confidential Information ("Receiving Party") shall not directly or indirectly, at any time, without the prior written consent of the Disclosing Party, use or disclose the Confidential Information or any part thereof in a manner detrimental to the Disclosing Party or for any use other than necessary for the performance of Receiving Party's obligations under the Terms. .The term Confidential Information does not include information which:
(a) is already known to the Receiving Party, free of any obligation to keep it confidential;
(b) is or becomes publicly known through no wrongful act of the Receiving Party;
(c) is received by the Receiving Party from a third party without any restriction on confidentiality;
(d) is independently developed by the Receiving Party;
(e) is disclosed to third parties by the Disclosing Party without any obligation of confidentiality; or
(f) is approved for release by prior written authorization of the Disclosing Party.
If Receiving Party is requested by a court, governmental entity or through legal process to disclose any Confidential Information, it will promptly notify Disclosing Party to permit Disclosing Party to seek a protective order or take other appropriate action. .
(b) is or becomes publicly known through no wrongful act of the Receiving Party;
(c) is received by the Receiving Party from a third party without any restriction on confidentiality;
(d) is independently developed by the Receiving Party;
(e) is disclosed to third parties by the Disclosing Party without any obligation of confidentiality; or
(f) is approved for release by prior written authorization of the Disclosing Party.
In addition to any other rights and remedies available to Disclosing Party hereunder or at law, Receiving Party acknowledges and agrees that due to the nature of the Confidential Information its confidentiality obligations to Disclosing Party hereunder are of a unique character and agrees that any breach of such obligations may result in irreparable and continuing damage to Disclosing Party for which there may be no adequate remedy in damages. .
11) Intellectual Property Rights
11.1) MobiWork's Intellectual Property RightsClient acknowledges and agrees that MobiWork owns all legal right, title and interest in and to the Service and Content, including any Intellectual Property Rights (whether those rights happen to be registered or not, protected or not by applicable intellectual property and other laws and treaties, and wherever in the world those rights may exist).
Client acknowledges and agrees that MobiWork owns all legal right, title and interest in and to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any other party relating to the Service.
11.2) Client Intellectual Property Rights
MobiWork claims no ownership or control over any Content submitted, posted or displayed by Client on or through the Service. Client or a third party licensor, as appropriate, .
11.3) Copyright and trademark information
MobiWork is a registered trademark of MobiWork LLC. Other names appearing in the Service may be trademarks of their respective owners..
12) Termination
The Terms shall commence upon Client registration and use of the Service and will continue to apply until terminated by either Client or MobiWork as set out below.12.1) Terminating the Terms
Client may discontinue its use of the Service at any time but Client is obligated to notify MobiWork in writing of the termination or cancellation of the Service. Client is bound and obligated to pay MobiWork all fees incurred up to the point of termination or cancellation notice..
12.2) Termination for cause
Any breach of Client payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement..
12.3) Surviving provisions
Sections 12 (Termination), 13 (Disputes), 14 (Attorney's Fees), 15 (Governing Law and Jurisdiction), 16 (Disclaimer of Warranties), 17 (Limitations of Liability), 18 (Indemnity), 19 (Indemnity - Intellectual Property Infringement) and 20 (General Provisions) of the Terms, shall survive termination.
13) Disputes
Any and all disputes or controversies whether of law or fact and of any nature whatsoever arising from respecting the Terms, and Client relationship with MobiWork under the Terms, may be decided by binding arbitration by the American Arbitration Association (A.A.A.) in accordance with the Commercial rules and regulations of such Association. .14) Attorney's Fees
In the event that any dispute arises between the parties hereto with regard to any of the provisions of the Terms, and Client relationship with MobiWork under the Terms or the performance of any of the terms and conditions hereof, the prevailing party in any such dispute shall be entitled to recover costs and expenses associated with resolving such dispute including reasonable attorney's fees.15) Governing Law and Jurisdiction
The Terms, and Client relationship with MobiWork under the Terms, will be governed by the laws of the State of Florida, USA, without regard to its conflict of laws provisions..16) Disclaimer of Warranties
CLIENT EXPRESSLY UNDERSTAND AND AGREE THAT CLIENT USE OF
(a) CLIENT USE OF THE SERVICE WILL MEET CLIENT REQUIREMENTS;
(b) CLIENT USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY,;
(c) ANY INFORMATION OBTAINED BY CLIENT AS A RESULT OF CLIENT USE OF THE SERVICE WILL BE ACCURATE
(d) THAT DEFECTS IN THE OPERATION OR.
ANY CONTENT OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT CLIENT OWN DISCRETION AND RISK AND CLIENT WILL BE SOLELY RESPONSIBLE.
(b) CLIENT USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY,;
(c) ANY INFORMATION OBTAINED BY CLIENT AS A RESULT OF CLIENT USE OF THE SERVICE WILL BE ACCURATE
(d) THAT DEFECTS IN THE OPERATION OR.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CLIENT FROM MOBIWORK, OR THROUGH OR FROM THE.
17) Limitation of Liability
CLIENT AGREES THAT EXCEPT WITH RESPECT TO THE INDEMNIFICATION PROVISIONS CONTAINED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY, IN CONTRACT OR IN TORT, .18) Indemnity
Client agrees to hold harmless and indemnify MobiWork, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors,.19) Indemnity - Intellectual Property Infringement
With respect to any claim wherein MobiWork provides a basic software module(s) for use as a Service by Client and wherein a third party asserts a claim for infringement of a patent, copyright or trade secret right in the United States against Client, MobiWork agrees to indemnify Client for such third party claim of patent, copyright or trade secret infringement. .20) General Provisions
20.1) NoticesClient agrees that MobiWork or his MobiWork Reseller may provide Client with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
20.2) No waiver
Client agrees that if MobiWork does not exercise or enforce any legal right or remedy contained in the Terms (or that MobiWork has the benefit of under.
20.3) Severability
If any court of law that has jurisdiction rules that any provision of the Terms is invalid, then that provision will be removed from the Terms without affecting the.
20.4) Assignment
The Terms may be assigned by MobiWork and will inure to the benefit of MobiWork, its successors and assigns.
20.5) Statute of limitations
Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year .
20.6) Complete Agreement
The Terms constitute the whole legal agreement between Client and MobiWork and govern Client use of the Service and Content, and completely replace and supersede any prior agreements between Client and MobiWork, written or oral,.