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Terms & Conditions

Made to Order Software Corporation
Terms and Conditions for the Online Services
offered by Made to Order Software Corporation

This Agreement ("Agreement") is by and between Made to Order Software Corporation ("m2osw") a Californian Corporation and You, your heirs, your agents, successors and assigns ("You" and "Your"), and is made effective as of the date of electronic execution, which is when you register for an electronic account to use the Web site of m2osw. This Agreement sets forth the terms and conditions of Your use of the Online Services ("Online Services") offered by m2osw on its Web site including all the Software necessary to offer these Online Services such as scripts to be run by Your browser on your computer, and explains m2osw obligations to You and Your obligations to m2osw in relation to these Online Services.

This Agreement specifically does not cover m2osw Software that You can purchase in order to run said m2osw Software on Your computer without Your browser connected to the Web site of m2osw, whether You purchase the Software directly from m2osw or any third party authorized to sell m2osw Software. Each m2osw Software includes its own License Agreement which You have to agree to be bound to on a Software by Software basis.

This Agreement constitutes the complete and exclusive agreement between You and m2osw concerning Your use of m2osw Online Services and supersedes and governs all prior proposals, agreements, or other communications. By either utilizing or purchasing m2osw Online Services, You acknowledge that You have read, understood and agreed to be bound by all the terms and conditions of this Agreement. m2osw may at any time amend this Agreement.

You may view the latest version of this Agreement on the Web site of m2osw. You can ask for a printed copy of this Agreement to be sent to you by sending a written request including your address to:

	Made to Order Software Corporation
	Attn: Legal Dept.
	9275 Blue Oak Drive
	Orangevale, CA 95662
	USA
  1. Term and Modifications of Agreement

    You agree that m2osw may at any time modify this Agreement. You agree to be bound by any changes m2osw may reasonably make to this Agreement when such changes are made. If You purchased Online Services from m2osw, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Online Services. In the event You terminate Your usage, m2osw will not refund any amounts You have paid.

    You agree that you will be responsible for notifying m2osw should You desire to terminate Your use of paid for Online Services offered by m2osw. Notification of Your intent to terminate must be provided to m2osw no earlier than twenty (20) days prior to Your billing date but no later than five (5) days prior to Your billing date.

  2. Non Binding Representations

    You agree that m2osw shall not be bound by any representations made by third parties who You may use to purchase Online Services from m2osw.

    Further, any statement of a general nature, which may be posted on m2osw Web site or contained in m2osw promotional materials, will not bind m2osw. m2osw may, at times, offer certain promotions with different charges and features.

    This section is to survive termination or cancellation of this Agreement.

  3. Accurate Information

    You agree to maintain an accurate email address in Your account by providing updates to m2osw as needed. This applies as long as You are using m2osw Online Services. You agree You will notify m2osw within thirty (30) days when Your email address changes. Failure by You, for whatever reason, to do so will constitute a material breach of this Agreement.

    You agree that m2osw may use and rely on any information provided by You for all purposes in connection with Your use of m2osw Online Services, subject to the Privacy section of this Agreement. If You provide an email address that is inaccurate, not current, false, misleading or incomplete, or if m2osw has reasonable grounds to suspect that Your email address is inaccurate, not current, false, misleading or incomplete, m2osw has the absolute right, in its sole discretion, to terminate its Online Services and close Your account.

  4. Privacy

    m2osw will not share any of Your personal information with any third party companies except Your name, Your address and sometimes Your telephone number when You order Merchandise which is to be shipped to You.

    m2osw will keep Your complete billing information (name and address) for any purchase You make with m2osw for at least 10 years and eventually longer if required by law.

    m2osw may use Your information to contact You if You did opt-in or You did not opt-out of different schemes proposed by m2osw to help m2osw market m2osw Software, Online Services, and Offline Services.

    To register an account, m2osw only requires You to choose a user name, a password and one valid email address to offer You its Online Services. All other information provided in Your m2osw account are optional.

    You can review the Privacy Policy of m2osw on the Web site of m2osw. However, our Privacy Policy is not part of this Agreement.

  5. Account Security

    You agree that You are entirely responsible for maintaining the confidentiality of Your password and other account information except for the public entries visible by others in Your user account. You agree that You are entirely responsible for any and all activities, whether initiated by You, or by others on Your behalf or not, that occur under Your account.

    You agree to notify m2osw immediately of any unauthorized use of Your account or any other breach of security. You agree m2osw will not be liable for any loss that You may incur as a result of someone else using Your account, either with or without Your knowledge. You further agree that You could be held liable for losses incurred by m2osw or any other party due to someone else using Your account or password.

    For security purposes, You are asked to keep account access information in a secure location and take all the necessary precautions to prevent others from gaining access to Your password.

  6. No Unlawful Conduct or Improper Use

    As a condition of Your use of m2osw Online Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules and other requirements. You agree that You will not be entitled to a refund of any fees paid to m2osw if, for any reason, m2osw takes corrective action with respect to Your improper or illegal use of its Online Services.

    m2osw reserves the right at all times to disclose any information as m2osw deems necessary to satisfy any applicable law, regulation, legal process or governmental request.

    m2osw, at its sole discretion, reserves the right at all times to edit, refuse to post or to remove, in whole or in part, any information or materials offered by You to m2osw.

    If You have purchased Online Services, m2osw has no obligation to monitor Your use of the Online Services. m2osw reserves the right to review Your use of the Online Services and to cancel the Online Services in its sole discretion. m2osw reserves the right to terminate Your access to the Online Services at any time, without notice, for any reason that m2osw deems as unlawful or improper. m2osw considers Spam as being unlawful, whether it it is legal or not in your own county, state or country.

    m2osw reserves the right to terminate offering its Online Services to You if Your usage of the Online Services results in, or is the subject of legal action or threatened legal action with or without merit against m2osw or its contractors, agents, employees, directors, shareholders and affiliates.

    Except as set forth below, m2osw may also cancel Your use of the Online Services, after thirty (30) days notice.

    m2osw will cancel Your use of the Online Services immediately if You use the Online Services in association with morally objectionable activities or any activities which could hurt a child in any way. Such objectionable activities include, but are not limited to:

    1. activities designed to harm minors in any way;
    2. activities involving any type of pornography;
    3. activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties;
    4. activities prohibited by the laws of the United States and/or foreign territories in which You live or conduct business;
    5. activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism;
    6. activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party;
    7. illegally gaining access to other computers or networks ("hacking"); and
    8. distribution of Internet viruses or similar destructive activities.

    Not withstanding anything to the contrary herein, in the event m2osw cancels Your Online Services during the first thirty (30) days after You purchase the Online Services, You will receive a refund of any fees paid to m2osw in connection with the Online Services being canceled. In the event m2osw revokes Your Online Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to m2osw if, for any reason, m2osw takes corrective action with respect to Your improper or illegal use of its Online Services.

  7. No Spam; Liquidated Damages

    You agree that m2osw may immediately terminate Your account if it believes, in its sole discretion, that You are using it to transmit or is otherwise connected with any spam or other unsolicited bulk emails. In addition, if actual damages cannot be reasonably calculated then You agree to pay m2osw liquidated damages of $100 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, otherwise you agree to pay m2osw's actual damages.

    This section is to survive termination or cancellation of this Agreement if such termination or cancellation is connected with any spam or other unsolicited bulk emails.

  8. Intellectual Property

    You agree that m2osw and its licensors hold all rights, titles and interests in all the Online Services offered by m2osw, including other rights related to intangible property, unless otherwise indicated.

    Note that m2osw utilizes Free Software and unless said Free Software is expressly copyrighted by m2osw or its licensors, it is not the property of m2osw or its licensors.

    You acknowledge that no title or interest in m2osw or its licensors Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Online Services.

    You understand and agree that all the content and materials contained in this Agreement, the m2osw Web site and m2osw Online Services are all protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that m2osw and its licensors expressly reserve their rights in and to all such content and materials.

    You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of m2osw or its licensors. No license or right under any copyright, patent trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement.

    This section is to survive termination or cancellation of this Agreement.

  9. Use of m2osw Online Services

    You are granted a limited, non-exclusive, non-transferable and non-assignable license to use the Online Services of m2osw for such purposes as are ordinary and customary. You are free to use the Online Services on any computer.

    You agree to not alter or modify m2osw Online Services. You agree You are not authorized to combine m2osw Online Services with any other Online Services or Software, create derivative works based upon m2osw Online Services, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon m2osw Services. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code of any Software used to run m2osw Online Services and sent to you in compiled form.

  10. e-Store

    You can purchase Software and Merchandise at the m2osw e-Store. The m2osw e-Store functionality is considered to be an integral part of m2osw Online Services and is covered by this Agreement. The Software and other Merchandise for sale in the m2osw e-Store are not part of the Online Services and thus they are not covered by this Agreement. The following paragraphs describe the use of the m2osw e-Store Services.

    Each Software purchased at the m2osw e-Store has its own license agreement that you must accept before using said Software.

    You agree to pay m2osw in full at the time You order the Software and Merchandise. All fees, including applicable taxes, shipping and handling fees, are due immediately.

    Our Merchandise is shipped as soon as possible, usually on the next business day. You should receive m2osw Merchandise within two (2) or three (3) business days. However, m2osw does not provide exact delivery schedules. Some orders may take more than seven (7) days or even more depending on availability. m2osw will send you an email if the delivery cannot happen in seven (7) days or less. In case a Merchandise You ordered cannot be delivered in less than seven (7) days, You can with two (2) business days cancel Your order for a full refund including shipping and handling fees.

    m2osw tries its best to keep its stock current. m2osw removes Merchandise from its e-Store when it becomes unavailable. However, it can happen that one or more items of Merchandise You order become unavailable before m2osw removes them from m2osw e-Store. When that happens, You will be notified by email and You can either choose another item of Merchandise for the same price or ask for a refund.

    m2osw will replace or refund any broken, defective or otherwise damaged Merchandise that You purchased at the m2osw e-Store with the following restrictions:

    1. m2osw will either replace Your Merchandise or refund You in full except any shipping and handling fees;
    2. You must fill a "30 Day Money-Back Guarantee" report and wait for instructions on how to proceed to get your replacement or refund including where to ship the Merchandise;
    3. Merchandise found broken on delivery must be reported to the person delivering the Merchandise to You as being broken or damaged; You must write down what the problem is on the delivery slip;
    4. Merchandise breaking in normal use or found defective within seven (7) days of delivery are also entitled to replacement or refund; Merchandise damaged by You are not entitled to any replacement or refund; You agree further that m2osw will, in its sole discretion, determine whether the Merchandise was broken in normal use or were defective;
    5. You must fill out the "30 Day Money-Back Guarantee" report form within eight (8) days of the date of delivery for You to be entitled to a free replacement or a refund;
    6. You will not be entitled to any replacement or refund if Your report is received after eight (8) days from the delivery date; and
    7. the shipping fees to return the Merchandise to m2osw are at Your own expense.

    m2osw offers You a thirty (30) day money-back guarantee, no questions asked, on all Software and Merchandise that You purchase at the m2osw e-Store with the following restrictions:

    1. the Merchandise needs to be in perfect conditions: not broken, not scratched, not bent, or any other similar defect;
    2. m2osw will refund You in full except any shipping and handling fees;
    3. You must fill a "30 Day Money-Back Guarantee" report form and wait for instructions on how to proceed to get your refund including where to ship the Merchandise;
    4. You will be entitled to a full refund only if You fill a "30 Day Money-Back Guarantee" report form of Your intend to stop using the Software and/or return Merchandise You purchased within thirty (30) days from the date of Your order;
    5. You will not be entitled to any refund if You report Your intend to stop using the Software and/or return Merchandise after thirty (30) days from the date of Your order;
    6. stop using the Software means deleting all the copies of the Software that You made and therefore never run the Software You purchased again, on any computer;
    7. Merchandise do not need to be shipped or received within the thirty (30) days period, however m2osw requires You to ship all Merchandise items You want to return within three (3) business days from the date You requested Your refund;
    8. all Merchandise items to be shipped back to m2osw must be in their original package protected at least as well as when it was shipped to You;
    9. m2osw will issue You a refund only after m2osw receives the Merchandise shipped back and only if the merchandise is in the original package and was properly protected for shipping; and
    10. the shipping fees to return the Merchandise to m2osw are at Your own expense.

    You further agree to look at Your Software license whenever You request the return of a Software. The license will include the necessary information on how to stop using a Software You returned.

  11. Fees and Payment

    For Online Services purchased by You and provided to You by m2osw, You agree to pay m2osw in full at the time You order the Online Services. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Online Services are suspended, terminated, or transferred prior to the end of the Online Services term. m2osw expressly reserves the right to modify pricing through email notification and/or notice on its Web site. Payment may be made by You by providing a valid credit card.

    If for any reason m2osw is unable to charge Your Payment Method for the full amount owed m2osw for the Online Services provided, or if m2osw is charged a penalty for any fee it previously charged to Your Payment Method, You agree that m2osw may pursue all available remedies in order to obtain payment due plus any penalty or other charges incurred by m2osw. In order to effect payment, you agree that among the remedies m2osw may pursue,  but is not limited to, immediate cancellation without notice to You of any Online Services registered or renewed on Your behalf. m2osw reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Online Services, including additional costs that it may incur in providing the Online Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email and require personal service, fees incurred by third parties You have elected to use as Payment Methods, including PayPal and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You.

    You agree that You are solely liable for arranging that Your Online Services payments are renewed, and that m2osw shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Online Services.

  12. Representations and Warranties

    You hereby represent and warrant that You have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that You own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that you have an agent authorized by law to represent you who is 18 years of age or older who is entering into this Agreement on your behalf. You warrant that each action You make is being done in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.

    This section is to survive termination or cancellation of this Agreement.

  13. Limitation of Liability

    In no event shall m2osw be liable to You or any other person for any indirect, incidental, consequential, special, exemplary or punitive damages, including loss of profit or goodwill, for any matter, whether such liability is asserted on the basis of contract, tort (including negligence), breach of warranties, either express or implied, any breach of this agreement, your inability to use the Online Services, Your loss of data or files or otherwise, even if m2osw has been advised of the possibility of such damages.

    Some States or countries may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such States or countries, m2osw liability is limited to the full extent permitted by law. You agree that in no event shall m2osw's maximum aggregate liability exceed the total amount paid by You for the particular Online Services in dispute purchased from m2osw.

  14. Disclaimer of Warranties

    m2osw expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Online Services are provided on an "as is" and "as available" basis. m2osw makes no warranty that its Online Services will meet your requirements, or that the Software or Online Services will be uninterrupted, timely or error free, or that defects will be corrected. m2osw does not warrant, nor make any representations regarding the use, or results of, any of the Online Services it provides, in terms of their correctness, accuracy, reliability, or otherwise.

    Some jurisdictions do not allow the disclaimer of implied warranties, in which event that foregoing disclaimer may not apply to You.

    This section is to survive termination or cancellation of this Agreement.

  15. Indemnification

    You agree to defend, indemnify and hold harmless m2osw and its contractors, agents, employees, officers, directors, shareholders, licensors and affiliates from any loss, liability, damages or expenses, including reasonable attorney fees, resulting from any third party claim, action, proceeding or demand related to Your breach of this Agreement or the use of the Online Services You purchased from m2osw and this whether or not You are the one using the Online Services and whether or not the user makes use of the Online Services with Your permission.

    In addition, You agree to indemnify and hold m2osw harmless from any loss, liability, damages or expenses, including reasonable attorney fees, arising out of any breach of any representation of warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should m2osw be notified of a pending law suit, or receive notice of the filing of a law suit, m2osw may seek a written confirmation from You concerning Your obligation to indemnify m2osw. Your failure to provide such a confirmation may be considered a breach of this Agreement. You agree that m2osw shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify m2osw of any such claim promptly in writing and to allow m2osw to control the proceedings. You agree to cooperate fully with m2osw during such proceedings.

    You agree You will not be entitled to a refund of any fees paid to m2osw if, for any reason, m2osw takes corrective action with respect to Your improper or illegal use of its Online Services. You also agree that if m2osw is notified that a complaint has been filed with a governmental, administrative or judicial body, against You, then m2osw, in its sole discretion, may take whatever action m2osw deems necessary regarding modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

    This section is to survive termination or cancellation of this Agreement.

  16. Governing Law, Venue; Waiver of Trial by Jury

    This Agreement shall be deemed entered into in the County of Sacramento in the State of California. You agree that the laws and judicial decisions of the Sacramento County, California, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of Sacramento County, California.

    This section is to survive termination or cancellation of this Agreement.

  17. Consultation with Legal Counsel

    You acknowledge that:

    1. You have been advised to consult with Your own legal counsel regarding the meaning for and the effect on You of this Agreement and whether execution and delivery of this Agreement is in Your best interests;
    2. You have received no advice or explanation from m2osw or its legal counsel concerning the meaning for or the effect on You of this Agreement or whether execution and delivery of this Agreement by You is in Your best interests; and
    3. You have consulted with Your own legal counsel to the extent that You deemed necessary.

    You agree to consult your legal counsel at your own expense.

  18. Notices

    You agree that all notices (except for notices concerning breach of this Agreement) from m2osw to You may be posted on the Web site of m2osw. Notices concerning breach will be sent either to the email or postal address You have on file with m2osw. In either case, delivery shall be deemed to have been made five (5) days after the date sent.

    Notices from You to m2osw shall be made either by email, sent to the email address notices@m2osw.com, or first class registered mail with return receipt to m2osw at:

    		Made to Order Software Corporation
    		Attn: Legal Dept.
    		9275 Blue Oak Drive
    		Orangevale, CA 95662
    		USA

    This section is to survive termination or cancellation of this Agreement.

  19. Headings

    The headings in this Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.

    This section is to survive termination or cancellation of this Agreement.

  20. Entire Agreement

    You agree that this Agreement constitutes the complete and only Agreement between You and m2osw regarding the Services contemplated herein.

    This section is to survive termination or cancellation of this Agreement.

  21. Severability

    You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the Agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

    This section is to survive termination or cancellation of this Agreement.

  22. Waiver

    The failure of m2osw to enforce any of the provisions within this Agreement against You or others shall not be construed to be a waiver of the right of m2osw thereafter to enforce such provisions.

    This section is to survive termination or cancellation of this Agreement.

  23. Force Majeur

    m2osw will make every effort to keep its Online Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold m2osw liable for any of the consequences of such interruptions.

    This section is to survive termination or cancellation of this Agreement.

  24. Survival

    Sections marked with the sentence:

    		"This section is to survive termination
    		or cancellation of this Agreement."

    shall survive any termination or cancellation of this Agreement.

    This section is to survive termination or cancellation of this Agreement.

  25. No Third Party Beneficiaries

    Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

    This section is to survive termination or cancellation of this Agreement.


Last Revised: 10/13/2017
Copyright © 2006-[year] — Made to Order Software Corporation — All Rights Reserved.

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