The End User must read the following Licence Terms and Conditions carefully before indicating acceptance at the end by clicking on the “I Accept” button. If the End User does not agree to any of these Terms, click on the “I Do Not Accept” button at the end of these Terms and the End User will not be permitted to access and use the Software.
MSP Assist Limited (MSP Assist) has agreed to license you (the End User) to access and use the Software on the following terms.
In these Terms:
Access Key means a unique code and login password that allows the End User to access the Software;
Commencement Date means the date on which the End User is provided with an Access Key;
Data means where applicable any data inserted into the Software by the End User;
Documentation means all instruction manuals, user guides and other information relating to the Software made available with the Software or through the Website;;
Fees means the amounts payable by the End User for the right to use the Software, as published from time to time by MSP Assist;
Intellectual Property Rights means all property in the Software and the Documentation and rights to patents, licences, trade marks, service marks, trade names, inventions, trade secrets, copyright, moral rights, design rights, know-how, confidential information and any other intellectual property rights;
Licence means the licence granted under clause 2.1;
Software means the object code version of the MSP Assist Kaseya Monitoring, MSP Assist Kaseya Reporting or MSP Assist Password Reset software application;
Website means www.mspassist.com
2.1. With effect from the Commencement Date MSP Assist grants to the End User a non-exclusive, non-transferable Licence to access and use the Software for the End User’s own internal business purposes and on these Terms.
2.2. MSP Assist will provide Documentation to assist the End User in accessing and using the Software.
2.3. In order to access and use the Software, the End User must:
(a) have paid the Fees plus any taxes and duties to MSP Assist; and
(b) register with MSP Assist either directly or through the Website and supply an email address.
2.4. Once MSP Assist has received confirmation that the Fees have been paid, MSP Assist will issue an Access Key to the End User.
3. Hardware and service requirements and performance
3.1. The End User acknowledges that:
(a) the End User is solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software, interfaces and communication services that allow a user to access and use the Software;
(b) the operation and availability of the system used for accessing the Software, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Software; and
(c) MSP Assist is not in any way responsible for any interference with or prevention of the End User’s access and/or use of the Software.
4. Intellectual Property Rights and Confidentiality
4.1. The End User acknowledges that the Intellectual Property Rights belong to MSP Assist and will not dispute MSP Assist’s ownership.
4.2. All information relating to the Software and the Documentation will be treated by the End User as confidential unless it is in the public domain otherwise than by a breach of these Terms.
4.3. MSP Assist acknowledges that the Intellectual Property Rights in any Data remain the property of the End User. End User must maintain copies of all Data entered into the Software and MSP Assist will not be liable for any loss cost or expense suffered by the End User or any other party as a result of the Data being lost.
4.4. All information relating to the End User that could reasonably be considered by its nature to be confidential will be treated by MSP Assist as confidential, unless the End User gives permission for MSP Assist to use the information or the information is in the public domain otherwise than by a breach of these Terms.
4.5. The End User undertakes:
(a) not to copy any Documentation, except to the extent that it is necessary for the End User’s own back-up purposes;
(b) to maintain the confidentiality of the End User’s Access Key and not to allow any unauthorised person to use the Access Key;
(c) not to transfer or otherwise deal in the Documentation or the End User’s rights under the Licence;
(d) to maintain all copyright notices on the Documentation;
(e) to notify MSP Assist immediately it becomes aware that any person may have unauthorised knowledge, access to or use of the Software or the Documentation.
4.6. The End User’s obligations under this clause will survive termination of the Licence.
5.1. MSP Assist warrants that it has full power and authority to grant access to the Software and the Documentation to the End User.
5.2. MSP Assist warrants that to the best of its knowledge and belief the Software and the Documentation do not infringe any patent, copyright, trade secret or other intellectual property right of any third party.
5.3. MSP Assist warrants that the Software will function substantially in accordance with the Documentation but the End User acknowledges that the Software is of a complicated and technical nature and may have inherent defects. MSP Assist will provide reasonable programming and remedial services to correct documented code errors caused by a defect in the Software. The End User acknowledges that MSP Assist accepts no liability, and is not in any way responsible for, any interference in the End User’s access to the Software caused by these defects.
6. Limitation of liability
6.1. Except as expressly provided in these Terms, all representations or warranties (statutory, express or implied), except any which may not lawfully be excluded, are expressly excluded, including the implied warranties of merchantability and fitness for a particular purpose.
6.2. Notwithstanding anything in these Terms to the contrary, MSP Assist will not be liable under the law of tort, contract or otherwise for any loss of profits or any indirect or consequential loss or damage, however caused, arising out of the use of the Software.
6.3. MSP Assist’s liability to the End User arising out of all claims for damages under these Terms will not exceed in aggregate the Fees actually paid by the End User in the three months prior to the date on which the claim arose.
7. Default and termination
7.1. MSP Assist may terminate the Licence and remove the End User’s right to access and use the Software immediately on giving written notice to the End User if the End User:
(a) breaches any of its obligations under clause 4;
(b) breaches any other provision of these Terms and fails to remedy the breach within seven days after receiving notice from MSP Assist requiring it to be remedied;
(c) assigns its rights or obligations under these Terms otherwise than in accordance with clause 8.3; or
(d) becomes insolvent, goes into liquidation, has a receiver appointed over any of its assets, ceases to carry on its business or makes any composition or arrangement with its creditors.
7.2. Following termination of the Licence the End User will have no further right to access or use the Software and must return to MSP Assist the End user’s Access Key and all copies of the Documentation in whatever form possessed by the End User.
8.1. Any notice to be given in terms of these Terms must be made in writing, by email or by fax sent to the registered office or principal place of business of the other party or to such other address as may be notified by either party to the other from time to time. Any notice by email or fax will be deemed to be received when transmitted to the correct email or fax address of the recipient. Any other notice will be deemed to be received when left at the specified address of the recipient or two days following the date of posting.
8.2. No waiver of any breach of these Terms will be deemed to be a waiver of any other or any subsequent breach. The failure of MSP Assist to enforce any provision of these Terms will not be interpreted as a waiver of the provision.
8.3. The End User may not assign or transfer the Licence or any of its rights or obligations under these Terms without the prior written consent of MSP Assist. A change in the ownership of the End User is deemed to be a transfer of the Licence.
8.4. If any provision of these Terms is invalid or unenforceable, the remaining provisions will not be affected and will continue in full force.
8.5. These Terms are subject to the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.