Terms of Service

<p>Please read these “Terms of Service” and our “Privacy Policy” carefully prior to visiting and using this website (“Site”), registering to use or using our Service, or submitting information through this Site or the Service. By doing any of the foregoing, you agree to be bound by these Terms of Service (which incorporate the Data Processing Addendum) and our Privacy Policy. If you do not agree with all of the terms of our Terms of Service (including the Data Processing Addendum) and our Privacy Policy, you are not authorized to visit or use this Site, register to use or use the Service, or submit information through this Site or the Service, and your sole remedy is to stop using this Site and the Service. IF YOU ARE AGREEING TO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS OF SERVICE, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE SITE AND/OR THE SERVICES. THE PARTIES AGREE THAT THESE TERMS OF SERVICE MAY BE ELECTRONICALLY SIGNED. THE PARTIES AGREE THAT THE ELECTRONIC SIGNATURES APPEARING ON THE TERMS OF SERVICE ARE THE SAME AS HANDWRITTEN SIGNATURES FOR THE PURPOSES OF VALIDITY, ENFORCEABILITY AND ADMISSIBILITY.

Definitions

In addition to the capitalized defined within these Terms of Service, the following capitalized terms will have the following meanings:

“Aggregated Information” means aggregated, anonymous data and statistical information about the use of this Site and/or our Service.

“Additional Service” means any Service provided to a Client by ConnectWise, such as development, configuration, implementation, integration, training, support and consulting services, which is not one of our standard services.

“Client”, “user”, “you” and “your” means any person who visits or uses this Site, registers to use or uses the Service or submits information through this Site.

“Client Data” means all data that is provided through this Site for hosting, analytics, report building and/or other data processing Services.

“ConnectWise”, “our”, “us”, and “we” means ConnectWise, LLC.

“Free Offerings” means Services that ConnectWise makes available to You free of charge. Free Offerings exclude Services offered as a free trial and Services licensed by Client for a fee.

“Personal Information” means all personally identifiable information provided through this Site for purposes of using this Site or the Service, including, without limitation, your name, company’s name, contact information, username, password, other log-in information and credit card information.

“Service” means the service or services, as applicable, provided through this Site and all of our current and future intellectual property rights and proprietary technology relating to the Service, including, without limitation, all copyrights, patents, trademarks and software, regardless if whether the service is provided as a free trial or paid service. The Service will include, without limitation, all web-based analytics, web-based dashboards, report building and other data processing services, as well as all Additional Services, if any, provided through this Site.

“Site” means this website, the Software Agent and all of our current and future intellectual property rights and proprietary technology relating to this Site, including, without limitation, all copyrights, patents, trademarks and software.

“Trial Period” means the period of time that Client accesses and uses Services for evaluation or trial. If no time is indicated, then the period shall be set for thirty (30) days.

Your Use of this Site and the Service

You are only entitled to use this Site and the Service for lawful purposes and pursuant to these Terms of Service. By using this Site, registering to use or using the Service, or submitting information through this site or the Service, you represent to ConnectWise that you (i) are authorized to act on behalf of the legal entity contracting with ConnectWise or of legal age to agree to these Terms of Service; (ii) agree to comply with all applicable rules, regulations, and laws regarding online conduct and transmission of information; (iii) agree to be bound by these Terms of Service; and (iv) you will comply with our Acceptable Use Policy. To determine your compliance with these Terms of Service, we reserve the right, but are not obligated, to monitor your use of this Site and/or the Service.

Software Agent

Our Service may require you to download a software agent (“Software Agent”) so you can provide Client Data and Personal Information through this Site for use with the Service. ConnectWise hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software Agent solely to provide Client Data and Personal Information through this Site for use of the Service. Your license to use the Software Agent is automatically revoked if you violate these Terms of Service or you use of this Site and/or the Service are canceled or terminated. ConnectWise reserves all rights not expressly granted to you in these Terms of Service. Our Service may update the Software Agent on your device automatically when a new version is available, and you hereby authorize such updates. Excessive use of the Software Agent (determined at the sole discretion of ConnectWise) to access this Site or use the Service or for any other reason may result in a suspension or termination of your use of this Site and/or the Service.

Additional Services

Pursuant to these Terms of Service, you may, from time to time, request us to provide you with Additional Services. All Additional Services must be set forth in a written “Statement of Work” executed by both you and us prior to our commencing performance of any Additional Service. Each Statement of Work must include a description of the applicable deliverables (“Deliverables”) to be provided by us and/or Services performed by us, commercially reasonable terms for testing and collaboration with us, and pricing, as well as estimated time-frames for delivery or performance, as applicable. A Statement of Work may also include such additional terms and conditions as you and ConnectWise may agree to include. If there is a conflict between these Terms of Service and any Statement of Work, then these Terms of Service will prevail, unless the Statement of Work specifically refers to the conflict and states that the Statement of Work will prevail. Each Statement of Work is hereby incorporated into these Terms of Service by reference.

Free Trial and Free Offerings

Free Trial. If Client makes any use or registers for a free trial, ConnectWise will make one or more Services available to Client on a trial basis free of charge until the earlier of (a) the end of the free Trial Period for which You registered to use the applicable Service(s), or (b) the start date of paid use of the Services ordered by Client, or (c) termination by ConnectWise in our sole discretion. Free trials are for non-production, evaluation purposes only. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these Terms of Service by reference and are legally binding.

Free Offerings. ConnectWise may make Free Offerings available to You. Use of Free Offerings is subject to these Terms of Service. In the event of a conflict between this Section entitled “Free Offerings” and any other portion of these Terms of Service, this section shall control. Please note that Free Offerings are provided to you without charge up to certain limits as described in the documentation. Usage over these limits requires your purchase of additional resources or services. You agree that ConnectWise, in its sole discretion and for any or no reason, may terminate your access to the Free Offerings or any part thereof. Client agrees that any termination of your access to the Free Offerings may be without prior notice, and you agree that ConnectWise will not be liable to you or any third party for such termination. Additional terms and conditions may appear on the Free Offering registration web page. Any such additional terms and conditions are incorporated into these Terms of Service by reference and are legally binding.

NO WARRANTY. ANY DATA YOU ENTER INTO THE FREE OFFERINGS OR FREE TRIAL MAY BE PERMANENTLY LOST. THE FREE OFFERINGS AND/OR FREE TRIAL ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND AND CONNECTWISE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE FREE OFFERING AND/OR FREE TRIAL. WITHOUT LIMITING THE FOREGOING, CONNECTWISE AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE OFFERINGS OR FREE TRIAL WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE OFFERINGS OR FREE TRIAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION ENTITLED “LIMITATION OF LIABILITY”, YOU SHALL BE FULLY LIABLE UNDER THESE TERMS OF SERVICE TO CONNECTWISE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE FREE OFFERINGS OR FREE TRIAL, ANY BREACH BY YOU OF THESE TERMS OF SERVICE AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.

Availability

Your use of this Site and/or the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of this Site and/or the Service, or other actions that we may take in our sole discretion and from time to time. We reserve the right to modify, suspend, or discontinue the availability of this Site and/or the Service, or any portion or feature of either, at any time and in our sole discretion and without prior notice. You, and not ConnectWise, are solely responsible for maintaining, protecting, backing-up and providing redundant access to your Client Data and Personal Information.

Jurisdictional Restrictions

We reserve the right, at any time and in our sole discretion, to limit the availability and/or use of this Site and/or the Service to any person, geographic area, or jurisdiction. You shall, at all times, comply with all applicable laws and regulations of the jurisdiction in which you access the Site and/or the Service and all other applicable governmental entities governing, restricting or otherwise pertaining to the use, transmission, display, exporting or importing of data, products, services and/or technical information.

Usernames and Passwords

Use of the Service requires that you register with a username and password. Your username and password will allow you to log-in, access and use this Site and the Service. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY, MAINTENANCE, AND PROPER USE OF YOUR USERNAME AND PASSWORD AND SOLELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You agree not to disclose any usernames or passwords to any third party and not to permit any third party to make use of any username or password. You also agree to use proper termination procedures at the end of each session during which you access this Site and the Service, including full termination of your connection with the Service.

You shall immediately notify ConnectWise by e-mail if you become aware of any actual or suspected unauthorized access to or use of the Service by any party or any other actual or potential security breach involving the Service. ConnectWise may, in our sole discretion and at any time, decide to change your username or password upon notice to you.

If you discover at any time that you have been granted access to any information or documents contained on this Site and/or the Service that you are not authorized to access or view, you shall (i) immediately cease any access to such information; (ii) take reasonable steps to prevent the disclosure of any such unauthorized information; and (iii) immediately inform ConnectWise of this situation by e-mail.

Pricing

Our plans and pricing information can be found on our Plans and Pricing page. All prices are exclusive of any and all taxes. You shall be solely responsible for payment of any and all such taxes. Pricing for the Service may change from time to time. If ConnectWise changes any pricing, we will provide you with at least thirty (30) days’ prior notice. If pricing changes, your continued use of the Service after the change takes effect indicates your agreement with the new pricing.

Payment

All fees for the Service are billed and due monthly and in advance and are non-refundable. Monthly fees will commence immediately upon registration and will continue until your right to use this Site and the Service are either canceled or terminated. There will be no refunds or credits for partial months of using the Service or refunds for months unused with an open account. No exceptions will be made. ConnectWise will provide you with a monthly invoice for the Service; provided, however, if you do not receive an invoice from ConnectWise, you are still responsible for payment for the Service while your account is active. We reserve the right to invoice you retroactively for the Service provided to you and for which we have not previously invoiced you or collected from you. Prices are subject to change upon thirty (30) days’ notice from ConnectWise. We will not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

Payment Methods

We accept payments by Visa, MasterCard and American Express. For credit card purchases, we obtain a pre-approval from the credit card company for the amount of the order. Billing to your credit card occurs at the time of purchase. We are unable to accept credit cards issued by banks outside of the United States. Debit cards and check cards have daily spending limits that may prevent the processing of your order. If a purchase has been declined online due to credit card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card for your purchase and should use another credit card.

Cancellation

You may cancel the Service at anytime by contacting ConnectWise at the e-mail address provided below. You are solely responsible for properly canceling your account with ConnectWise. Once you cancel your account, your information may no longer be available or accessible. If you cancel the Service during a month which is not pre-paid in full and in advance, your cancellation will take effect immediately.

Non-Payment and Late Fees

In the event of non-payment, ConnectWise will have the right, with or without notice, to suspend or immediately terminate your access to the Service. We may determine whether or not to reinstate your access to the Service upon receipt of payment in full of all sums owed. Any payment not received by ConnectWise on or before thirty (30) days following the due date shall automatically be assessed a late payment fee equal to the lesser of (i) the maximum allowed by applicable law; or (ii) the greater of ten (10%) percent or $50. Any payment not received by ConnectWise on or before thirty (30) days following the due date shall also bear interest from the due date until paid in full at the lesser of one and a half percent (1.5%) per month or the maximum rate allowed by applicable law. If ConnectWise is required to use a collection agency or attorney to collect money owed by you, you agree to pay the reasonable cost of collection. These collection costs include, but are not limited to, any collection agency’s fees, reasonable attorneys’ fees and court costs.

Disputed Charges

Subject to applicable law, if you intend to dispute a charge or request a credit, you must contact ConnectWise in writing within thirty (30) days of the date on the invoice. You hereby waive any right to dispute a charge or receive a credit for a charge that you do not report within thirty (30) days of the date on the applicable invoice. To dispute an invoice, you must send ConnectWise a written itemized description of the specific items you dispute as contained in such invoice. The parties agree to use commercially reasonable efforts to timely resolve billing disputes.

Proprietary Rights

Site and Service

ConnectWise owns all right, title and interest in and to this Site and the Services. ConnectWise reserves all rights not expressly granted to you in these Terms of Service.

Names and Markings

As between you and ConnectWise, ConnectWise owns all right, title and interest in and to the name “ConnectWise” and all other service names, trade names and trade dress owned and/or operated by ConnectWise, as well as all of ConnectWise’s URLs, website domain names, graphics, logos, page headers, button icons, scripts and other markings (collectively, “Names and Markings”). You may not use any of the Names and Markings without our express, prior written permission. You shall not delete or in any other manner alter the copyright, trademark, and other proprietary notices appearing on this Site or in any way connected with the Service. We make no proprietary claim to any third party names, copyrights, service marks, trademarks, or trade dress appearing on this Site. Any third party names, copyrights, service marks, trademarks, or trade dress appearing on this Site are property of their respective owners. Without our express, prior written consent, you may only print, download, or otherwise use the Names and Markings for your own internal, non-commercial use consistent with these Terms of Service and applicable law. Except as otherwise permitted under applicable copyright laws, no other copying, distribution, redistribution, transmission, publication, or use is permitted.

Client Data

As between you and ConnectWise, you exclusively own all right, title and interest in and to all Client Data. Client Data is deemed Confidential Information under these Terms of Service. For more information about how we handle your Client Data, please read our “Privacy Policy”. For more information about how we handle Confidential Information, please see “Confidentiality” below.

Personal Information

As between you and ConnectWise, you also exclusively own all right, title and interest in and to all Personal Information. Personal Information is deemed Confidential Information under these Terms of Service. For more information about how we handle your Personal Information, please read our “Privacy Policy” and Data Processing Addendum. For more information about how we handle Confidential Information, please see “Confidentiality” below.

Aggregated Information

As between you and ConnectWise, ConnectWise exclusively owns all right, title and interest in and to all Aggregated Information. Aggregated Information is not Confidential Information under these Terms of Service. For more information about how we handle Aggregated Information, please read our “Privacy Policy”.

Feedback

ConnectWise exclusively owns all right, title and interest in and to any and all suggestions, enhancement requests, recommendations or other feedback you provide and relating to this Site and/or the Service (“Feedback”).

Confidentiality

Definition

“Confidential Information” means any and all of the following information, disclosed or made available by either party (“Disclosing Party”) to the other party (“Receiving Party”), and any derivatives thereof, which is confidential and proprietary in nature, including, but not limited to, Client Data, Personal Information and past, present and future Disclosing Party: business and financial records; business and marketing plans; contracts; sales; reports; billings; insurance filings; employees; customers; vendors; proof of concepts; products and/or services, in preliminary and final production form; pricing; intellectual property; source codes; object codes; technical knowledge; trade secrets; internal practices and procedures; feedback relating to any Confidential Information; other information relating to Disclosing Party’s business, including, without limitation, the terms and conditions of any Statement of Work; and any third-party confidential information which Disclosing Party may be authorized, from time to time, to review, have access to and/or use, including, without limitation. Confidential Information will not include information which (i) the Receiving Party lawfully had in its possession prior to disclosure by Disclosing Party; (ii) is now or subsequently becomes generally available to the public without a breach of this Privacy Policy by Receiving Party; (iii) Receiving Party can document as independently created without the use of any Confidential Information of the Disclosing Party; or (iv) Receiving Party can document as lawfully obtained from a third-party who has the unrestricted right to transfer the information to the public.

Non-Disclosure and Non-Use of Confidential Information

Except to specifically perform their obligations or pursuant to their rights under the Terms of Service and this Privacy Policy, Receiving Party shall not, and Receiving Party shall cause Receiving Party’s principals, shareholders, members, directors, officers, employees, affiliates, consultants, representatives and agents (collectively, “Representatives”) not to (i) disclose any Confidential Information to any other person or entity for so long as the Confidential Information shall remain confidential, including, without limitation, not disclosing idle gossip or Confidential Information (i.e., personal or financial) to individuals within Disclosing Party or Receiving Party who do not need to know such information for a Receiving Party to perform their obligations under the Terms of Service; and (ii) use, directly or indirectly, any Confidential Information for its benefit or the benefit of any third party (except as otherwise required to provide you with the Service).

Additional Restrictions

Receiving Party shall disclose the Confidential Information to a Representative if, and only if, the Representative needs to know the Confidential Information in the ordinary course of that Representative’s work for Receiving Party with respect to the Receiving Party performing their obligations consistent with the Terms of Service and this Privacy Policy. Receiving Party represents that Representatives receiving the Confidential Information are bound by similar restrictions of confidentiality not to disclose or use the Confidential Information as Receiving Party is bound by this Privacy Policy. Receiving Party may disclose the Confidential Information pursuant to a court order; provided, however, Receiving Party must provide Disclosing Party with sufficient notice for Disclosing Party to challenge the request for disclosure of such Confidential Information prior to such disclosure. Receiving Party shall promptly notify Disclosing Party of any unauthorized use or disclosure of Confidential Information, and Receiving Party shall promptly take any and all reasonable efforts to prevent further unauthorized use or disclosure of the Confidential Information.

Ownership of Confidential Information

Receiving Party agrees that all Confidential Information is and shall remain the exclusive property of Disclosing Party and Disclosing Party owns all Confidential Information, in tangible and intangible form, and any and all copies, reproductions and reductions to any media and all derivatives of such information, regardless if created by Disclosing Party or Receiving Party; provided, however, all Aggregated Information shall be owned solely by ConnectWise, and not by any Client.

Return of Confidential Information

All Confidential Information, whether created by Disclosing Party, Receiving Party or a Representative, is and shall remain the property of Disclosing Party. Immediately upon request of Disclosing Party, Receiving Party shall promptly return to Disclosing Party, or certify to Disclosing Party as being destroyed, all originals, copies, reproductions and reductions to writing and/or an electronic format of any and all Confidential Information which Receiving Party has received or obtained; provided, however, ConnectWise may keep all Aggregated Information, and may maintain a copy of any Personal Information required to manage ConnectWise’s business.

Rights You Grant to ConnectWise

Subject to these Terms of Service, including ConnectWise’s confidentiality obligations as set forth in our “Privacy Policy”, you hereby grant ConnectWise a limited, non-exclusive, royalty-free, fully paid-up, worldwide right and license to use the Client Data and perform all acts with respect to the Client Data as may be necessary for ConnectWise to provide the Service. You also hereby assign to ConnectWise all of your right, title, and interest in and to the Feedback, including, without limitation, all intellectual property rights relating to Feedback. At ConnectWise’s request and expense, you will execute all reasonable documents and take such further acts as ConnectWise may reasonably request to assist ConnectWise to acquire, perfect and maintain such intellectual property rights in the Feedback.

By submitting Feedback, Client Data and/or Personal Information to ConnectWise, you represent and warrant to ConnectWise that you are entitled to submit such Feedback, Client Data and/or Personal Information to ConnectWise and ConnectWise is entitled to use such Feedback, Client Data and/or Personal Information as set forth in these Terms of Service, without any restrictions or limitations and without any monetary or other obligation by ConnectWise. From time to time, we may need your permission to do things with your Client Data and/or Personal Information to be able to provide you with the Service. You are hereby providing us with your permission to do those things solely to provide you with the Service. This permission also extends to third parties, such as credit card processors, we work with to provide you with the Service.

Copyright Infringement Notice

We respect the intellectual property rights of our customers and third parties. Our DMCA Policy addresses how we handle notices of alleged copyright infringement appearing on this Site. ConnectWise’s designated agent for notices of alleged copyright infringement is:

ConnectWise, LLC

Attn: Office of the General Counsel

4110 George Road, Suite 200

Tampa, FL 33634

E-mail: legal@connectwise.com

Publicity

ConnectWise may reference and use your name, logos and trademarks, and may disclose the nature of the Service provided to you by ConnectWise, in ConnectWise’s business development and marketing efforts and materials, including, without limitation, on this Site.

Links to Third Party Websites

This Site may contain links to thirty party websites. These links do not constitute an endorsement by ConnectWise of those websites, nor the products or services promoted on or offered through those websites. We are not responsible for the terms and conditions of use, privacy policy, practices, or the content of such third parties or their websites. We encourage our customers to be aware of when they leave this Site and to read the terms and conditions of use and privacy policy of each website for which there is a link from this Site. If you have a question about the terms and conditions of use, privacy policy, practices, or content of a third party website, please contact the applicable third party directly. You acknowledge and agree that we shall not be a party to, or in any way responsible for, any transaction involving products or services made available from third parties or for any content relating to any products or services offered by third parties.

Linking to this Site

You may link to this Site’s homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you may not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You may not establish a link from any website that is not owned by you. This Site may not be framed on any other website, nor may you create a link to any part of this Site other than the homepage. You agree to cooperate with us in causing any unauthorized framing or linking to cease immediately. We reserve the right to withdraw linking permission without notice.

Disclaimer of Warranties

YOU AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS SET FORTH BELOW ARE REASONABLE, REFLECT AN INFORMED, VOLUNTARY ALLOCATION OF THE RISKS BOTH KNOWN AND UNKNOWN THAT MAY EXIST IN CONNECTION WITH THESE TERMS OF SERVICE, AND ARE FUNDAMENTAL ELEMENTS OF THESE TERMS OF SERVICE WHICH MATERIALLY INDUCED CONNECTWISE TO ENTER INTO THESE TERMS OF SERVICE.

THE TRANSMISSION, STORAGE, VIEWING AND RETRIEVAL OF DATA AND FILES THROUGH THE INTERNET ARE SUBJECT TO A VARIETY OF CONDITIONS BEYOND OUR CONTROL THAT MAKE SUCH TRANSMISSION, STORAGE, VIEWING AND RETRIEVAL POTENTIALLY UNRELIABLE. THIS SITE AND THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ALL CONTENT, LICENSES, FUNCTIONS, MATERIALS, AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.

TO THE MAXIMUM EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THESE TERMS OF SERVICE, THIS SITE AND THE SERVICE, EITHER EXPRESS OR IMPLIED, WHETHER ARISING UNDER ANY STATUTE, LAW, COMMERCIAL USAGE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THIS SITE, THE SERVICE, OR ANY DATA, MATERIALS, OR CONTENT CONTAINED THEREIN, SHALL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS SHALL BE CORRECTED; THAT THIS SITE OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THAT THIS SITE OR THE SERVICE WILL BE SECURE FROM UNAUTHORIZED ACCESS; OR THAT THIS SITE OR THE SERVICE WILL DETECT EVERY SECURITY OR OTHER VULNERABILITY OF YOUR DEVICE, NETWORK OR SYSTEM. WE DO NOT WARRANT THAT THIS SITE AND/OR THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THIS SITE AND/OR THE SERVICE ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. WE DO NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OR THE RESULTS OF THE USE OF THIS SITE AND/OR THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, SECURITY, APPROPRIATENESS FOR A PARTICULAR TASK OR APPLICATION, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY CONNECTWISE OR ANY OF OUR AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, SERVICES, CONTENT, DATA, MATERIAL, SOFTWARE, EQUIPMENT, OR HARDWARE. WE SHALL NOT BE LIABLE FOR YOUR USE OF THIS SITE AND/OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF THIS SITE AND THE SERVICE IS AT YOUR SOLE RISK. THE DISCLAIMER OF WARRANTIES SET FORTH IN THESE TERMS OF SERVICE FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.

This Site and the Service are not fault-tolerant and are not designed, manufactured or intended for any use requiring fail-safe performance in which the failure of this Site or the Service could lead to death, serious personal injury or severe physical or environmental damage (“High Risk Activities”). This includes the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control or other situations in which a malfunction of this Site and/or the Service could result in foreseeable risk of injury, death or property damage. You agree NOT to use this Site or the Service in connection with any High Risk Activities.

This Site and/or the Service may become unavailable due to any number of factors, including, without limitation, scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the unavailability or interruption of access to the Internet. The disclaimers set forth in this section shall apply regardless of whether (i) we determine that your device, network or system is deemed secure; (ii) you perform such modifications to your device, network or system as we reasonably suggest in order for your device, network or system to be deemed “secure”, or (iii) otherwise.

Some state laws do not allow disclaimers of implied warranties. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you.

Limitation of Liability

Under no circumstances shall ConnectWise be liable for any losses relating to the SITE AND/OR THE SERVICE or the actions of ConnectWise in connection with thESE TERMS OF SERVICE that was not brought to its attention by Client in writing within forty-five (45) days of its occurrence. WE SHALL NOT BE RESPONSIBLE FOR ANY BUSINESS INTERRUPTIONS THAT MAY BE CAUSED BY YOUR USE OF THIS SITE AND/OR THE SERVICE OR YOUR INABILITY TO ACCESS THIS SITE AND/OR THE SERVICE. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU FOR THE COST OF PROCUREMENT OF REPLACEMENT PRODUCTS, SOFTWARE, SERVICES, DATA, CONTENT OR MATERIAL. WE SHALL NOT BE LIABLE FOR ANY indirect, incidental, special, consequential, PUNITIVE or exemplary DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THIS SITE AND/OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CUMULATIVE LIABILITY OF CONNECTWISE OR ANY OF ITS SUPPLIERS TO YOU FOR ALL CLAIMS RELATING TO THESE TERMS OF SERVICE, YOUR USE OF THIS SITE AND/OR THE SERVICE, OR SUBMISSION OF INFORMATION THROUGH THIS SITE OR THE SERVICE, IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE GREATER OF (I) ALL FEES PAID BY YOU TO CONNECTWISE DURING THE MONTHLY BILLING PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGE OR LOSS OCCURRED OR THE CAUSE OF ACTION AROSE; AND (II) $100. THE LIMITATION OF LIABILITY SET FORTH IN THESE TERMS OF SERVICE FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL CONTINUE TO APPLY EVEN IF ANY EXCLUSIVE REMEDY HEREUNDER FAILS OF ITS ESSENTIAL PURPOSE.

Some state and national laws do not allow limitations on certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THIS SITE AND/OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Indemnification

You hereby agree to defend, indemnify, and hold harmless ConnectWise and its officers, directors, shareholders, employees, affiliates, independent contractors, agents, and representatives from and against all claims and expenses, including, but not limited to, attorneys’ fees and costs, arising out of, or attributable to (i) any breach or violation by you of these Terms of Service; (ii) your failure to provide accurate, complete, and/or current information when using this Site, registering to use or using the Service, and/or submitting information through this Site or the Service; (iii) your use or misuse of this Site or the Service; and (iv) any agreement between you and any third party.

Dispute Resolution

Most concerns involving this Site and/or the Service can be resolved quickly and efficiently through our customer service department. If you are unable to resolve your concern within ten (10) business days of contacting our customer service department, then either party may file an arbitration proceeding pursuant to these Terms of Service to resolve the dispute.

Any controversy or dispute not resolved through our customer service department and arising out of these Terms of Service, use of this Site, registering to use or using the Service, and/or the submission of any information through this Site or the Service, shall be submitted to final binding arbitration in Hillsborough County, Florida before the American Arbitration Association under the commercial arbitration rules then administered by the American Arbitration Association. Any award or decision obtained from any such arbitration proceeding shall be final and binding on the parties, and judgment upon any award thus obtained may be entered in any court having jurisdiction thereof. Except as otherwise provided in these Terms of Service, no action at law or in equity based upon any claim arising out of or related to these Terms of Service, use of this Site, registering to use or using the Service, and/or the submission of any information through this Site or the Service, shall be instituted in any court by any party, except: (i) an action to compel arbitration pursuant to this section; (ii) an action to enforce an award obtained in an arbitration proceeding in accordance with this section; or (iii) an action for injunctive relief. Any arbitration relating to these Terms of Service, use of this Site, registering to use or using the Service, and/or the submission of any information through this Site or the Service, will take place on an individual basis and class arbitrations and class actions are hereby specifically agreed to as not permitted. You agree that you and ConnectWise are each waiving their right to trial by jury or to participate in a class action.

The prevailing party in any arbitration proceeding or any action to compel arbitration, enforce an arbitration award, or seek injunctive relief and arising out of or relating to these Terms of Service use of this Site, registering to use or using the Service, and/or the submission of any information through this Site or the Service will be entitled to an award of their attorneys’ fees and costs incurred at trial and all levels of appeal. You also agree that service of any court paper may be affected upon you by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules. You acknowledge that we may be irreparably damaged if these Terms of Service are breached by you, and damages at law would be an inadequate remedy. In the event of a breach or threatened breach of any provision of these Terms of Service by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms of Service.

GOVERNING LAW, JURISDICTION AND VENUE

These Terms of Service shall be governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to principles of conflicts of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. For any action to compel arbitration or enforce an arbitration award or seek injunctive relief pursuant to these Terms of Service, the parties hereby expressly consent to the jurisdiction and venue of the state and/or federal courts in and/or for Hillsborough County, Florida, USA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise.

FORCE MAJEURE

Except for your obligation to pay ConnectWise, neither party shall be liable for any delay in performing its obligations if such delay is caused by circumstances beyond the party’s reasonable control, including, without limitation, any delay caused by any act or omission of the other party, acts of God, war, terrorism, floods, windstorm, labor disputes, or delay of essential materials or services. The delayed party shall promptly notify the other party of the reasons for and the likely duration of the delay, whereupon an extension of time equal to the period of delay, but not greater than thirty (30) days, shall be granted to the delayed party. If the period of the delay shall exceed thirty (30) days, then the non-delayed party may cancel further performance of the delayed obligation without any penalty whatsoever.

TERM AND SURVIVAL

Your agreement to be bound by these Terms of Service commences with your visiting or using this Site, registering to use or using the Service, or otherwise submitting information through this Site or the Service, and your agreement to be so bound will continue until right to use this Site and/or Service is either canceled or terminated, subject to the survival of the following provisions – Privacy Policy; Acceptable Use Policy; DMCA Policy; Payment; Cancellation; Non-Payment and Late Fees; Disputed Charges; Proprietary Rights – Site and service, Names and Markings, Client Data, Personal Information, Aggregated Information and Feedback; Rights You Grant To ConnectWise; Publicity; Links to Third Party Websites; Linking to this Site; Disclaimer of Warranties; Limitation of Liability; Limitation On Time To File Claims; Indemnification; Dispute Resolution; Governing Law, Venue, and Jurisdiction; Force Majeure; Term and Survival; Changes To Terms of Service; General Information; and any other obligation you have to ConnectWise. If, following the cancellation or termination of your right to use this Site and/or the Service, you visit or use this Site, register to use or use the Service, or otherwise submit information through this Site or the Service, then you again agree to be bound by these Terms of Service.

CHANGES TO OUR TERMS OF SERVICE

At our sole discretion and at any time, we may amend these Terms of Service. You should review these Terms of Service for amendments each time you visit or use this Site or purchase or use the Service. For your convenience, we post on this Site the last date these Terms of Service were updated. If our Terms of Service are amended, the amended Terms of Service will take effect immediately for all users of this Site and the Service. Your continued use of this Site and/or the Service following an amendment will evidence your acceptance of the amended Terms of Service.

GENERAL INFORMATION

Our Privacy Policy, Acceptable Use Policy and DMCA Policy are hereby incorporated into and made a part of these Terms of Service by reference. These Terms of Service, as amended from time to time by ConnectWise, represents the entire understanding and agreement between you and ConnectWise regarding the subject matter of these Terms of Service and supersede any and all other previous agreements, understandings, or representations regarding the same. By visiting or using this Site, registering to use or using the Service, or submitting information through this Site or the Service, you consent to receive communications from ConnectWise electronically. Although we may choose to communicate with you by other means, we may also choose to solely communicate with you electronically by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures, and other communications that we send to you electronically satisfy any legal requirement that such communications be in writing. No waiver of any portion of these Terms of Service will be effective unless it is in writing and signed by an authorized representative of ConnectWise. The failure of ConnectWise to require performance of any obligation under these Terms of Service will not affect our right to enforce any provision of these Terms of Service at a subsequent time, and the waiver of any rights arising out of any breach will not be construed as a waiver of any rights arising out of any prior or subsequent breach. If any court of competent jurisdiction deems unlawful, void, or unenforceable any part of these Terms of Service, the applicable document as a whole will not be deemed unlawful, void, or unenforceable, but only that portion of the applicable document that is unlawful, void, or unenforceable will be stricken. Your rights and obligations under these Terms of Service are not assignable, transferable, or sub-licensable by you.

CUSTOMER SUPPORT

If you have questions, comments or concerns about these Terms of Service, our Privacy Policy, this Site or the Service, please contact ConnectWise at: