Master Services Agreement

Last Modified: November 15, 2021

 

This Master Services Agreement (Agreement”) is entered between you (Customer”) and Appsoar, Inc. (Soar”) to govern the delivery of Soar Services (defined below), including a description of the Soar Services we will provide to you, how we will work together, and other aspects of our business relationship. Soar and Customer may each individually be referred to as “Party” or collectively as the “Parties.”

By purchasing and using Soar Services, you are agreeing to be bound by the terms and conditions of this Agreement. 

DEFINITIONS

 

USE OF SERVICES

 

 

FEES

 

SERVICE OR ACCOUNT TERMINATION

  1. Suspension Generally. We may suspend any User’s access to any or all Soar Services without notice for: (i) use of the Soar Services in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) repeated instances of posting, submitting, or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.  We will try to limit the suspension to the affected portion of the Soar Services and promptly resolve the issues causing the suspension of the Soar Services. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers

 

CUSTOMER DATA

 

INTELLECTUAL PROPERTY

 

CONFIDENTIALITY

 

 

RIGHT OF PUBLICITY

You hereby grant us a limited, non-exclusive, non-sublicensable, royalty-free, non-assignable, and revocable license to use your name and company logo to our customer list and website. To object to or revoke this use, please indicate so by emailing us at [email protected] using subject line Attn. Publicity.

 

INDEMNIFICATION

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of:

(a) unauthorized or illegal use of the Soar Services by you or your Affiliates, 

(b) your or your Affiliates’ noncompliance with or breach of this Agreement, 

(c) your or your Affiliates’ use of Third-Party Products, or 

(d) the unauthorized use of the Soar Services by any other person using your User information. 

 

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

 

DISCLAIMERS; LIMITATION OF LIABILITY

 

GOVERNING LAW AND DISPUTE RESOLUTION

 

 

MISCELLANEOUS

 

Appsoar, Inc.

110 Mccaffery Road,

Englishtown, NJ, 07726

United States

[email protected]

 

To you: your address as provided in your Soar Account. We may give electronic notices by general notice via the Soar Services and may give electronic notices specific to you by email to your e-mail address(es) on record in our Account information for you. You must keep all of your Account information current.

 


Survival. This section, and following sections shall survive the expiration or termination of this Agreement: ‘Definitions’, ‘Non-Guaranteed Compliance with Third-Party Product Terms’, ‘Prohibited and Unauthorized Use’, ‘Service or Account Termination’, ‘Customer Data’, ‘Intellectual Property’, ‘Confidentiality’, ‘Right of Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Governing Law and Dispute Resolution’, and ‘Miscellaneous.’