Terms of Use - OnTask

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OnTask
Business & Economics
3975
ACCUSOFT CORPORATION
ONTASK ‘SHRINK-WRAP’ TERMS OF USE AGREEMENT
PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) WHICH GOVERNS
YOUR RIGHT TO USE OF ONTASK (“SERVICE”). YOU MUST ACCEPT THESE TERMS
BEFORE YOU ARE PERMITTED TO USE THE SERVICE. YOU EXPRESSLY AGREE THAT
YOU HAVE THE AUTHORITY TO CONTRACTUALLY BIND THE ORGANIZATION OR ENTITY
YOU REPRESENT (“USER”) TO BE BOUND BY THESE TERMS.
BY SIGNING UP FOR SERVICE AND YOUR CONTINUED USE YOU AND USER AGREE TO
BE BOUND BY THIS AGREEMENT AND YOU EXPLICITLY CONFIRM THAT YOU ARE
ACCEPTING OUR PRIVACY POLICY. IF YOU HAVE ANY QUESTIONS ABOUT THAT
POLICY, PLEASE EMAIL privacy@accusoft.com.
1.
Background. Accusoft Corporation, a Florida corporation, (“Accusoft”) is the owner of
all rights, title, and interest in the software system named OnTask consisting of workflow design,
administration and execution services hosted by Accusoft (“Service”) USER desires to use
OnTask under the terms and conditions stated herein, for purpose of evaluating OnTask in
Evaluation Limited Usage (Paragraph 3) or for a commercial purpose under a Commercial
Usage agreement (Paragraph 4).
2.
Evaluation Limited Usage
Default Installation - Evaluation Limited Usage
All prospective customers have every opportunity to evaluate Accusoft's products, including
OnTask, prior to purchasing. Accusoft fully supports and warrants its code and its pricing of
OnTask reflects those support and warranty costs.
Evaluation Limited Usage allows you to test all OnTask features and functions. Images may be
displayed with a watermark on them and occasionally dialogs may be posted reminding you that
OnTask is in evaluation mode. Printed, exported and e-mailed images may also display a
watermark. This Evaluation Limited Usage expires after 14 days at which time OnTask will not
allow running workflows for your organization[. If your evaluation is not complete at that time,
please contact www.ontask.io or support@ontask.io to see if your Evaluation Limited Usage
time can be extended.
Changing from Evaluation Limited Usage to Commercial Usage
A Commercial Usage agreement is required in order to continue using OnTask for any
commercial purpose or in any manner that is not covered by our Evaluation Limited Usage. The
Commercial Usage agreement solely governs USER’s rights as to the terms of use and USER
is required to obtain the appropriate Commercial Usage agreement PRIOR TO SUCH
COMMERCIAL USE.
3.
Evaluation Limited Usage. With Evaluation Limited Usage, Accusoft allows USER only
to evaluate OnTask for a fourteen (14) day period beginning on the date of signup of OnTask
and may be subsequently extended by Accusoft on USER’s request (“Term”), for the sole
purpose of evaluating OnTask (the “Purpose”), and not for any commercial usage. For clarity,
USER may only use OnTask in an internal testing or proof-of-concept environment. USER IS
NOT PERMITTED TO USE ONTASK IN A PRODUCTION ENVIRONMENT. Either party may
terminate this Agreement for convenience prior to the end of the Term on one day’s written
notice (email notice is acceptable) to the other party. USER shall have no right to, and shall not
assign this Agreement whether by transfer, assignment, merger or otherwise.
4.
Commercial Usage. A Commercial Usage agreement may be obtained by purchasing
a Subscription Plan through the OnTask website or by written contract for special situations via
sales@accusoft.com. OnTask reserves the right to change the prices for or alter the features
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and options in a particular Subscription Plan without prior notice. USER’s permitted use of
OnTask is governed by this Paragraph 4., replacing Paragraph 3. "Evaluation Limited Usage",
and all other terms and Term are according to this Agreement. Accusoft allows USER to use
OnTask for the Term purchased through the Ontask website, beginning on the date the
Commercial Usage agreement for OnTask is obtained and as may subsequently be extended by
Accusoft on USER’s request (“Term”). When LICENSEE uses Service, LICENSEE’s
Commercial License includes a transaction limit that depends on whether the Commercial
License is a subscription with a monthly transaction limit or is a prepayment for a group of
transactions.
5.
Error and Usage Reporting. USER acknowledges that OnTask includes an Error and
Usage Reporting mechanism that may automatically exchange error and usage information with
an Accusoft server.
6.
Ownership.
a. USER acknowledges and agrees that Accusoft owns all right, title and interest in OnTask in
all forms,without limitation, including, but not limited to, its source code, look, feel and
operational design, customizations, modifications and upgrades done for any reason, and any
and all worldwide proprietary rights therein, including but not limited to trademarks, copyrights,
patent rights, patent continuations, trade secrets and confidential information.
b. Accusoft acknowledges and agrees that USER owns all right, title and interest in all data,
documents and other content uploaded, or otherwise provided, to OnTask by USER.
7.
USER Service Restrictions
a. OnTask’s AppSumo, Personal, Business and Business Pro subscriptions include 200
transactions per year. Enterprise customers include a negotiated transaction limit. If USER’s
usage of Service exceeds their transaction limit, USER agrees that Accusoft may charge USER
an additional fee for overage transactions.
b. USER agrees to indemnify and hold Accusoft harmless from any claim, action or proceeding
arising in any way from USER’s uploaded content or from USER’s usage of uploaded content.
c. USER agrees to access or use Service solely via their licensed usage of OnTask.
d. USER agrees the Service account key allowing their licensed access to Service is Proprietary
Information of Accusoft, as defined below in paragraph 14, that USER is responsible for the
security of Service account key, that USER will only allow use of Service account key from their
licensed usage of OnTask installed on their one allowed licensed host and that USER will
immediately notify Accusoft if they learn that their Service account key was used by any other
party in any other way.
e. USER is prohibited from reverse-engineering or hacking Service including Service API’s
(Application Programming Interfaces).
f. USER is prohibited from removing or obscuring Accusoft or OnTask marks.
g. USER agrees they will access or use Service only during Term and USER agrees to
discontinue all use of Service following Term and following termination of Agreement for any
other reason.
h. USER is prohibited from using OnTask for spam, contests or other advertising materials.
I. USER may elect to authenticate or receive notifications from OnTask via text ("SMS
Messages") at the mobile number USER provides while using OnTask. USER affirms that they
are the subscriber of the mobile service at the number provided and elects to receive and send
SMS Messages via OnTask. By electing to send and receive SMS Messages, USER
acknowledges that message and data rates may apply under USER's agreement with their
mobile service provider. USER understands and acknowledges that their mobile service
provider's network services are outside of OnTask's control and that OnTask is not responsible
for or liable for any issues arising therefrom.
8.
Accusoft Service Obligations
a. Accusoft will utilize its best efforts to ensure that Service is available to USER at all times.
b. All data communication with the OnTask Service is encrypted via HTTPS protocol.
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c. Uploaded content, and cached converted content, is encrypted while it resides on the Service
host filesystem.
d. Accusoft will limit access to Service hosts to necessary Accusoft employees.
9.
Other Restrictions and Reservations. All rights and uses not expressly granted to
USER are reserved to Accusoft. USER shall not disassemble, decompile, decrypt or reverse
engineer OnTask or in any manner attempt to discover or reproduce the source code or any
other copyrightable aspect of OnTask, or any portion thereof. With Evaluation Limited Usage:
a. USER is strictly prohibited from reproducing, marketing, selling, leasing, timesharing or
renting OnTask or any component thereof, and
b. USER is strictly prohibited from any commercial use of OnTask, and such actions are
expressly prohibited, and
c. USER is strictly prohibited from incorporating or including OnTask or any component thereof,
in whole or part, into or as part of any product or service of USER regardless of functionality of
OnTask (or lack thereof) within or as part of such product or service, and
d. USER is strictly prohibited from using OnTask, directly or indirectly, in developing USER’s
own product with, or including, similar functionality as OnTask, and
10.
Warranty Disclaimer. USER ACKNOWLEDGES AND AGREES THAT ONTASK IS
PROVIDED “AS IS.” ACCUSOFT DISCLAIMS ANY AND ALL REPRESENTATIONS AND
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND AGAINST INFRINGEMENT.
11.
Limitation of Liability. ACCUSOFT SHALL HAVE NO LIABILITY TO USER, USER
AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT,
NEGLIGENCE OR PRODUCTS LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE,
INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, BUSINESS
INTERRUPTION, LOST DATA, LOST FILES, OR FOR ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER
ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TO USE ONTASK, OR
THE PERFORMANCE OR OPERATION OF ONTASK, EVEN IF ACCUSOFT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO
THE CONTRARY HEREIN, THE TOTAL CUMULATIVE LIABILITY OF THE COMPANY TO
YOU FOR ANY AND ALL CLAIMS AND DAMAGES UNDER THIS AGREEMENT, WHETHER
ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE
AMOUNT OF FEES PAID BY YOU TO COMPANY DURING THE 12-MONTH PERIOD
BEFORE THE DATE ON WHICH ANY CLAIM AROSE.
12.
Indemnification by USER. USER SHALL INDEMNIFY, HOLD HARMLESS AND
DEFEND ACCUSOFT FOR ANY LOSS, CLAIM, ACTION OR PROCEEDING THAT ARISES
OR RESULTS FROM ANY ACTIONS OR OMISSIONS OF USER PERTAINING TO ONTASK
OR FROM USER USAGE OF ONTASK NOT PERMITTED BY THIS AGREEMENT.
13.
Termination. You may terminate this Agreement at any time by notifying us prior to any
renewal of Term, and the service will cease at the end of any paid up term. No refunds are
provided once payment has been rendered. This Agreement and all grant of usage rights under
this Agreement shall expire at midnight on the last day of the Term. This Agreement shall also
terminate immediately upon USER’S breach of any provision of this Agreement. Upon
expiration or termination of the Term or any other termination, USER shall have no usage rights
whatsoever in or regarding OnTask, and shall immediately cease to use OnTask, unless USER
has entered into a separate Accusoft usage agreement for OnTask signed by an authorized
representative of Accusoft. In the event of any termination for any reason all sections of this
Agreement survive except Paragraphs 2, 3, 4, and 8.
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14.
Confidentiality. USER acknowledges that OnTask contains Accusoft know-how,
confidential and trade secret information (“Proprietary Information”). USER agrees: (a) to hold
the Proprietary Information in the strictest confidence, (b) not to, directly or indirectly, copy,
reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be
disclosed, or otherwise transfer the Proprietary Information to any third party, (c) not to make
use of the Proprietary Information other than for usage of OnTask as permitted by this
Agreement and (d) to disclose the Proprietary Information only to USER’s representatives
requiring such material for effective performance of this Agreement and who have undertaken
an obligation of confidentiality and limitation of use consistent with this Agreement. This
obligation shall continue as long as allowed under applicable law.
15.
Injunctive Relief. USER agrees that any violation or threat of violation of this
Agreement will result in irreparable harm to Accusoft for which damages would be an
inadequate remedy. Therefore, in addition to its rights and remedies available at law (including
but not limited to the recovery of damages for breach of this Agreement), Accusoft shall be
entitled to immediate injunctive relief to prevent any violation of Accusoft’s copyright, trademark,
trade secret rights regarding OnTask, or any violation of this Agreement, including, but not
limited to, unauthorized use of or regarding OnTask, as well as any other equitable relief as the
court may deem proper under the circumstances.
16.
No Reduced Pricing. In any determination of Accusoft’s damages (whether liquidated
damages or actual damages), or any determination of any usage fees due Accusoft under this
Agreement due to a breach by USER hereunder, USER shall not be entitled to any discounts
(volume or otherwise) or reduced usage fees. Further, USER agrees that it shall not be entitled
to reduced usage fees when determining Accusoft’s damages due to any undertaking or activity
by USER regarding OnTask outside of or exceeding the scope of permission or Purpose of this
Agreement, or USER’s actions otherwise in violation of this Agreement, other than as may be
granted by a separate Accusoft usage agreement for OnTask.
17.
Attorneys’ Fees and Costs. In the event of any lawsuit or other proceeding brought as
a result of any actual or alleged breach of this Agreement, to enforce any provisions of this
Agreement, or to enforce any intellectual property or other rights in or pertaining to OnTask, the
prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs,
including the costs of any expert witnesses, incurred at all levels of proceedings.
18.
Governing Law. This Agreement shall be construed, governed and enforced in
accordance with the laws of the State of Florida, without regard to any conflicts of laws rules.
Any action related to or arising out of this Agreement will be brought solely in the state court
sitting in Hillsborough County, Florida or in the federal courts in the Middle District of Florida,
Tampa Division, and USER consents to the exclusive jurisdiction and venue of said courts.
19.
Severability. If any provision of this Agreement is determined to be invalid by any court
of final jurisdiction, then it shall be omitted and the remainder of the Agreement shall continue to
be binding and enforceable. In addition, the Court is hereby authorized to enforce any provision
of the Agreement that the Court otherwise deems unenforceable, to whatever lesser extent the
Court deems reasonable and appropriate, rather than invalidating the entire provision. Without
limiting the generality of the foregoing, USER expressly agrees that should USER be found to
have breached the Agreement, under no circumstances shall USER be entitled to any volume
or other discount, or reduced usage fee in the determination of Accusoft’s damages, or
otherwise in the determination of any usage fee owed to Accusoft.
20.
Government Rights. OnTask and accompanying documentation have been developed
at private expense and are usage rights are sold commercially. They are provided under any
U.S. government contracts or subcontracts with the most restricted and the most limited rights
permitted by law and regulation. Whenever so permitted, the government and any
intermediaries will obtain only those rights specified in Accusoft’s standard commercial usage
agreement. Thus, OnTask referenced herein, and the documentation provided by Accusoft
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hereunder, which are provided to any agency of the U.S. Government or U.S. Government
contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as
permitted by FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor
regulations. Manufacturer is Accusoft Corporation, 4001 N. Riverside Drive Tampa, FL 33603.
21.
Entire Agreement. This Agreement represents the entire understanding of the parties
concerning the subject matter hereof and supersedes all prior communications and agreements,
whether oral or written, relating to the subject matter of this Agreement. Only a writing signed
by the parties may modify this Agreement. In the event of any modification in writing, of this
Agreement, including an expanded Accusoft license agreement for OnTask, all unmodified,
non-conflicting sections of this Agreement survive.
22.
Contact Us. Should you have any questions concerning this Agreement, or if you need
to modify this Agreement, or if you have an Evaluation Limited Use and you need to use OnTask
for a different purpose than Purpose such as a commercial purpose, or if you desire to contact
Accusoft for any other question or reason, please contact Accusoft at 1-813-875-7575 or at
sales@accusoft.com.
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