Terms of Service

YOUR USE OF THE PROPRIETARY ASIR365 SERVICE OFFERED AT ASIR365.COM (THE “SERVICE”), IS SUBJECT TO THESE TERMS OF SERVICE. IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE (“AGREEMENT”) WITH 6750117 Canada Corp. (“ASIR365.com”). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

The Privacy Policy (available here) is incorporated herein by reference. This Agreement governs your use of the Service however accessed, including via an Internet browser, smartphone, tablet, or other mobile device.

By signing up for the Service on behalf of a Client, you confirm that (a) you are duly authorized to represent the entity, (b) you accept the terms of this Agreement on behalf of such entity, and (c) any references to “you” in this Agreement refer to such entity and all of its employees, consultants and agents. You are responsible for all activity on the Service that occurs under your account.

The Service

The Service may include additional services that you subscribe to receive specifically from or through asir365.com. Some of these services have specific additional terms that apply to your use of those additional services (the “Additional Terms”), and those Additional Terms become part of this Agreement. In the event an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the additional service instead of the term contained in this Agreement.

Term and Termination

This Agreement will remain in effect as long as you have an regestered and active account for the Service (the “Term”).

ASIR365.com may suspend your access to the Service and terminate this Agreement and your use of the Service without liability at any time in the event you materially breach this Agreement (including uploading illegal conent, abusing the application or any other violaton of the terms.

Modification of Service or this Agreement

The Service will be made available in free version with optional paid content or features. ASIR365.com reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.

ASIR365.com may modify or update this Agreement at any time. In the event that determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified version of the Agreement. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes.

If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue any use of the Service.

Usage Rights; Restrictions; Support

During the Term, ASIR365.com grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (collectively, the “Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates ASIR365.com to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to:

use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by ASIR365.com; use the Service for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by ASIR365.COM in its sole discretion); attempt to decipher, decompile, delete, alter or reverse engineer any of the Software; duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of ASIR365.COM; use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.

ASIR365.com shall: (i) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (which shall schedule to the extent practicable during the weekend hours), or (b) any unavailability caused by circumstances beyond ASIR365.com’s reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Service only in accordance with Applicable Law.

ASIR365.com shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. ASIR365.COM shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event we are compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.

You are solely responsible for your Data, and all uses of your Data that occur through your account.

If you integrate with ASIR365.com using our API, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by ASIR365.com. If this occurs, ASIR365.com reserves the right to throttle your API connections, or suspend or terminate your account.

Payment Terms

You need to pay the balance if you choose to use optional paid service or features.

All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which may be required to collect from you and remit to appropriate taxing authorities, you alone are responsible for payment of all such taxes or duties.

You may at any time, without any charge, choose to change or stop using paid service or features.

Intellectual Property Rights

As between the parties, ASIR365.com owns and shall retain all right, title and interest in and to (a) the Software and the Service, including all intellectual property rights, and (b) transactional and performance data related to your use of the Service. ASIR365.com may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information or any personally identifiable information that belongs to you or your employees.

You retain all right, title and ownership interest in and to your Data. ASIR365.com has no right, title or interest in any personally identifiable information contained in or related to your Data.

You have no obligation to give ASIR365.com any suggestions, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Service.

Warranties and Limitation of Liability

ASIR365.com represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the specifications generally provided by ASIR365.COM in connection with the Service (“Documentation”); and (b) any professional services performed for you by ASIR365.COM will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, ASIR365.COM HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. ASIR365.COM DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

EXCEPT FOR (I) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (III) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (IV) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY ASIR365.COM FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.