AppHelp Terms of Service (Business)

Thank you for choosing AppHelp by AppDirect. These Terms of Service (“Terms of Service”) describe the terms and conditions under which AppDirect Canada Inc. (together with its affiliates, licensors, partners and contractors, including their respective successors and assigns, referred to as  “AppDirect”, “we”, “us” or “our”) enables its customer (either you as a self‑employed individual, or the legal entity that you represent and have the full power and authority to bind contractually, as applicable; the “Customer”) to access and use its AppHelp technology support services (the “Services”). The Services may be accessed by the Customer directly, or by its employees or other authorized users acting on its behalf (each a “User”). AppHelp Services are not intended for home or personal use.

PLEASE READ THIS DOCUMENT CAREFULLY. THESE TERMS OF SERVICE CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN THE CUSTOMER AND APPDIRECT, AND CONTAIN IMPORTANT INFORMATION REGARDING THE DURATION OF THE SERVICES, OUR RIGHTS TO CHANGE THESE TERMS OF SERVICE, LIMITATIONS OF OUR LIABILITY, WARRANTY DISCLAIMERS, TERMS REGARDING THE CUSTOMER AND ITS USERS’ PRIVACY RIGHTS, AS WELL AS TIME LIMITATIONS FOR SUBMITTING LEGAL CLAIMS. THE CUSTOMER’S (INCLUDING ITS USERS’) USE OF OUR SERVICES WILL MEAN THAT THE CUSTOMER HAS ACCEPTED THE TERMS AND CONDITIONS DESCRIBED BELOW.

1.         Scope of Services

1.1.      Scope of Services. The Services may be provided by telephone, chat, through our websites or over a remote connection to the Customer’s computer or other supported device(s) (each a “Device”). As part of the Services, AppDirect (or our partners and contractors acting on our behalf, as further described below) will use commercially reasonable efforts to resolve technology-related issues covered by the scope of Services, or as described on our website dedicated to the AppHelp Services (the “Website”) and other relevant documentation that may be provided to the Customer from time to time. While we will attempt to help our customers address as many technology issues as possible, due to the variety and the complexity of technologies available on the market, we may be unable to resolve certain issues. This may include, for example, problems that arise as a result of software or hardware errors not yet fixed by the product manufacturer, or problems related to the Customer’s Device configuration which makes it impossible or unreasonably difficult for us to property diagnose such Device and solve the problem. As such, we do not guarantee that we will solve all the issues identified by the Customer or that those issues will be solved in a timely manner.

1.2.      Purchase and Service Options. The Customer may access the Services by purchasing a relevant subscription (“Subscription”) or single assistance service coverage (“Single Assistance”), based on the Customer’s needs (each a “Service Offering”). Details on pricing and the scope of services included in each Service Offering is provided on our Website and other relevant documentation. The Services may also be purchased over the phone, by chat, or through our partners. For purchases done through channels other than on our Website and other relevant documentation, pricing information, as well as a summary of the service scope, will be provided to the Customer over such channel.

1.3.      Business HelpDesk Services. Business HelpDesk Service Offerings cover the provision of premium technology support to Customers and their Users for a vast variety of issues. IT Helpdesk Services are available as a Subscription as well as Single Assistance. As part of the IT HelpDesk Service Offerings, our agents will use commercially reasonable efforts to resolve technology issues experienced by the Customer (or its Users) to the extent that they are covered by the scope of the relevant Service Offering.

1.4.      Migration Services. Productivity Suite migration services (“Productivity Suite Migration Services”) are specialized Service Offerings available to the Customers. As part of the Productivity Suite Migration Services, AppDirect will use commercially reasonable efforts to assist the Customer migrating from the Customer’s current supported electronic mail service to a new, supported, cloud email environment, the whole as further described on our Website and other relevant documentation.

1.5.      Onboarding Services. Certain Service Offerings include specialized Services of onboarding the Customer and its Users to third party solutions. More specifically, the “Cloud App Onboarding” Service Offering covers onboarding to third party cloud-based software (each a “Cloud App”) and the “Productivity Suite Onboarding” covers onboarding to the Productivity Suite of the Customer’s choice. As part of the Onboarding Services, AppDirect will use commercially reasonable efforts to assist the Customer in setting up and beginning to use supported Cloud Apps and Productivity Suites, the whole as further described on our Website and other relevant documentation.

1.6.      Group Training Services. Certain Service Offerings include specialized User training Services. More specifically “Cloud App Group Training” covers training with respect to Cloud Apps, while the “Productivity Suite Group Training” covers training on the Productivity Suite of the Customer’s choice . As part of the Group Training Services, AppDirect will use commercially reasonable efforts to assist the Customer’s Users in learning about the core features and functionality of the supported Cloud Apps and Productivity Suites, the whole as further described on our Website and other relevant documentation.

1.7.      Access to the Services. In order to access and use the Services, the Customer may be required to provide, at its expense, the necessary compatible Device(s), operating system and internet connections. Depending on the selected Service Offering, we may impose limits on the number of uses, Devices and/or Users in association with which the Services may be provided. Note that the Services availability may vary based on the geographic locations, maintenance or service disruptions, as well as other reasons. We may, at any time, without prior notice or any liability, restrict the Customer’s and/or any of its Users’ access and use of the Services, or to limit their time of availability, in order to perform maintenance activities, to maintain session control or for other reasonable grounds.

1.8.      Remote Support. Generally, the Services are provided over a remote connection to the Customer’s supported Device(s), which enables us to perform most of our Services. This may include, without limitation, running scripts on the Customer’s Devices, making changes to their configuration, installing and uninstalling software, and making other changes to the hardware and/or software settings of such Device(s). The Customer acknowledges that we may, but are not obligated to, install and remove various proprietary or third party software tools where we deem necessary to do so to assist the Customer with the issue it is experiencing or in delivering the Service. Elements of such software are protected under copyright, trade secret, unfair competition, and other laws. The Customer acknowledges and agrees that, by authorizing AppDirect to establish a remote connection session, the Customer grants AppDirect (or our partners and contractors acting on our behalf) full and/or limited access to the Customer’s Devices and network (depending on the Customer’s Device and Network configuration), and authorizes AppDirect to make such modifications as described above or otherwise provided in these Terms of Service, on our Website or other relevant documentation.

2.         Coverage, Pricing and Payment

2.1.      Changes to Scope of Services. As the technology world continues to evolve, we adapt the scope of our Services. As such, we may, from time to time, make changes to the scope of Services, at our discretion and without notice.

2.2.      Pricing Changes. Such changes may also have an impact on our pricing. Pricing changes to any Single Assistance services or new Subscriptions will become effective as soon as we publish the revised pricing information on our Website. Pricing changes to Subscriptions existing as of the date of such change will not come into effect until the later of (a) sixty (60) days from the date of publication of the revised pricing on our Website, or (b) the renewal date of the Customer’s Subscription.

2.3.      Payment Obligation. The Customer agrees to pay all Services fees and any other applicable fee and charges as set out in the relevant Service Offering in accordance with the terms set forth on our Website and other relevant documentation. The Services under any such Service Offering will be available once AppDirect receives the necessary payment confirmation or payment information. AppDirect will have no obligation to provide any Services if it does not receive the necessary payment information. Except as expressly provided herein, all payments are final, and, subject to section 3.8 below, no refunds or credits will be issued to the Customer once the payment has been processed.

3.         Service Delivery Conditions and Limitations

3.1.      Customer Responsibilities. By accessing and using the Services, the Customer represents and warrants to AppDirect that, prior to requesting the Services, the Customer ensured that:

3.1.1.     any and all information, data, text or other materials and software stored on its Devices and other hardware in relation to which the Services are sought, are fully backed up;

3.1.2.     it owns, has a license for, or has obtained necessary permission from the rightful owner or license holder of any Device or software in relation to which the Services are being sought. The foregoing includes, without limitation, any licenses or hardware that could be required in order to allow the Customer’s current information systems to operate properly with any Cloud Apps or Productivity Suites;

3.1.3.     it possesses or has obtained all necessary permission and authorizations to access and use the Services in a manner described in these Terms of Service, on our Website and other relevant documentation, and to be bound by and comply with its obligations hereunder;

3.1.4.     it has obtained and will obtain all required consents and authorizations from its Users, as may be required for the provision of certain Services, such as, without limitation, the Productivity Suite Migration, Productivity Suite Onboarding, Productivity Suite Group Training, Cloud App Onboarding and Cloud App Group Training Services;

3.1.5.     it has taken and will take all other steps as may be necessary to ensure that AppDirect’s provision of the Services complies with any applicable local, provincial, state, national and other laws and regulations, as well as any contractual restrictions, including, without limitation, obtaining necessary consents and authorization from Users to allow AppDirect to access and use such Users’ email and system credentials, as the case may be, as well as obtaining consents and authorization from vendors or licensors of any third party software or hardware with regards to which the Services are being sought. For clarity only, the Customer alone is responsible for determining if the Customer requires additional authorizations from such third parties in order for AppDirect to provide its Services, to acquire such rights;

3.1.6.     it grants AppDirect full consent, authorization and permission to provide the Services, to sign up the Customer to third party services as may be required to provide the Services, and as such binding the Customer to their respective terms and conditions, as the case may be, as well as to make changes to various service accounts that the Customer has with third party service providers (including without limitation as part of Onboarding Services and Productivity Suite Migration Services), and the Customer further represents and warrants that it has the full power and authority to grant such consent, authorization and permission;

3.1.7.     to the extent that we provide Services with regards to any third party software or hardware, the Customer must ensure that it complies with the terms and conditions under which it has purchased or licensed such third party software or hardware, and that the provision of the Services in association with such third party software or hardware will not result in cancellation or voiding of manufacturer warranty associated with such software or hardware;

3.1.8.     it does not and will not use the Services for any purpose that is unlawful, fraudulent or contrary to these Terms of Service, and it will fully cooperate with us to investigate any suspected or actual unlawful, fraudulent or improper activity related to the Services;

3.1.9.     it has provided or will provide to AppDirect in a timely manner accurate and complete information, as requested by AppDirect, that may be necessary to enable AppDirect to provide its Services;

3.1.10.  it (including all of its Users) fully cooperate with AppDirect and follow AppDirect’s instructions so as to enable AppDirect to provide the Services to the Customer in a timely and accurate manner.

3.2.      Acknowledgement of Responsibilities. The Customer hereby acknowledges and agrees that all of the obligations set forth in section 3.1 are to be borne solely by the Customer (and to the extent applicable, by the Users), and that AppDirect make no representation or warranty, and shall have no liability for any damages arising out of the Customer’s (including any of its Users’) breach of any of the foregoing.

3.3.      Not a Replacement for Other Support. The Customer hereby acknowledges and agrees that the Services are not intended to replace the more advanced technical support that may be available from software, hardware or other product manufacturers or their authorized representatives. In certain cases, we may defer support issues to the manufacturer or seller of the Customer’s hardware or software.

3.4.      General Scope Exclusions. Unless expressly stated otherwise on our Website or other relevant documentation, the scope of Services excludes: (i) training on hardware or software use (except to the extent covered by the scope of Onboarding Services or Training Services); (ii) computer programming; (iii) software development; (iv) hardware repair or replacement; (v) support for Windows® 2000 and earlier versions of Windows; (vi) support for Mac operating systems earlier than OS X; (vii) support for Unix, Linux and derivatives; (viii) support for any software or hardware that was and/or is not commercially available or is obsolete, or any unlicensed software; (ix) problems or issues arising out of any impermissible or unauthorized use or modification of a product or service; (x) server, third party business applications or data center hosting support; (xi) fraud protection; (xii) mobile jailbreaking, rooting or unlocking; (xiii) cabling support or instructions for devices that need to be physically connected to one another through cables (excluding printers); (xiv) anything outside the scope of remote Device support, such as where a visit to a the Customer’s premises would be required to resolve the issue at hand, given the Services cover remote support only and no level of on premise support is included, (xv) problems that may and do result from: (a) external causes, such as accident, abuse, misuse, or problems with electrical power; (b) usage that is not in accordance with product instructions provided by the manufacturer; (c) failure to follow the product instructions provided by the manufacturer or failure to perform preventive maintenance; or (d) problems caused by using accessories, parts, or components not compatible with the product, or (xvi) the Customer’s (including the Users’) non‑compliance with the AppDirect technician instructions for resolving the issue.

3.5.      Subscription Commitments. Unless otherwise expressly stated on the Website or other relevant documentation, Subscriptions require a minimum twelve (12) month subscription commitment from the Customer with respect to each User Subscription.

3.6.      Single Assistance Limitations. All Single Assistance Services expire within three (3) months from the date of their purchase, and therefore must be used prior to such expiration date. No refund will be issued for unused Single Assistance purchases. Single Assistance is available on the one-time or one-session basis, with no continuous subscription commitment. Single Assistance Services generally address a single, specific, discrete problem for which we will attempt to isolate the origin (each, an “Incident”), but may also include follow-ups, as reasonable and necessary, regarding that Incident. AppDirect, in its sole discretion, will decide what constitutes an Incident. An Incident will be considered resolved when the Customer receives one of the following: (i) information or advice that resolves the Incident; (ii) information on how to obtain a software solution that will resolve the Incident; (iii) notice that the Incident is caused by a known, unresolved issue or an incompatibility issue; (iv) information that the Incident can be resolved by upgrading to a newer release of a hardware or software; (v) notice that the Incident has been identified as a hardware equipment issue; or (vi) if the Customer cannot, or elects not to, pursue the course of action we recommend. Once an Incident is resolved, the Customer may contact AppDirect again and obtain assistance solely on the same Incident for up to a maximum seven (7) days following the initial resolution of the Incident, at no additional charge. After such period, the Incident will be considered resolved and closed. Once an Incident has been closed by AppDirect, any further calls or requests for assistance will be considered new Incidents and additional fees will apply.

3.7.      Additional Requirements for Migration, Onboarding and Group Training Services. In order for AppDirect to provide its Migration, Onboarding or Group Training Services, the Customer acknowledges and agrees that, in addition to the other Service delivery requirements set forth herein, the Customer will be first required to (i) purchase from an authorized distributor or reseller the relevant third party Cloud App or Productivity Suite subscription, as applicable; as well as to (ii) provide to AppDirect relevant login / credential information as may be necessary for AppDirect to access such third party services on behalf of the Customer. AppDirect will treat all such login / credential information of the Customer as the Customer’s Confidential Information.

3.8.      Limited Refund Policy. Unless otherwise expressly stated on our Website, the Single Assistance Services are covered by a seven (7)‑day ‘no fix, no fee’ limited fee refund policy, under which AppDirect may, at its discretion, agree to refund to the Customer the fees paid to AppDirect for the Single Assistance Service, where AppDirect has been unable to resolve the issue. All such refunds shall be requested within no later than seven (7) days from the date of the completion of the Services provided as part of such Single Assistance. In the event where AppDirect terminates the Customer’s Subscription prior to the expiration of the term of such subscription, AppDirect further agrees to refund to the Customer the fees paid by the Customer for such Subscription, on pro-rated basis until the original expiration date, except for termination in the events described in section 5.2(iii) below, in which chase no refund will be issued by AppDirect to the Customer.

3.9.      Fair Use and Service Limitations. Although certain Subscriptions may not impose restrictions with regards to the frequency or the number of times a Customer may use the Services, all Subscriptions provided by AppDirect are subject to our fair use policy. As such, we may, at our sole discretion, suspend, limit or terminate a Customer’s Subscription at any time without further notice. We may also, at any time and without prior notice to the Customer, limit, suspend or end the Customer’s access or use of the Services, in whole or in part, if we deem that the Customer (or any of its Users) violates these Terms of Services or the law, or based on other reasonable grounds, as determined by us at our sole discretion. The Customer understands that by doing so, we will not be liable to the Customer or any other person for any inconvenience, losses or damages whatsoever.

4.         Licenses, Intellectual Property Rights and Third Party Tools

4.1.      Third Party Software. In order for us to help the Customer address certain needs, we may use specialized software tools and applications licensed to us by third parties (“Third Party Tools”). In certain cases, the Customer may be required to enter into separate terms of service agreement with the licensors and/or distributors of such Third Party Tools to enable AppDirect to provide its Services. The Customer hereby acknowledges and agrees that, should the Customer refuse to enter into necessary licensing or service agreement with such the licensors and/or distributors of such Third Party Tools upon AppDirect reasonable request, AppDirect may not be able to provide its Services, in whole or in part, as requested by the Customer. In any event, while AppDirect may rely on such Third Party Tools to provide the Services to our customers, AppDirect makes no representations and provides no warranties, express or implied, with regards to any such Third Party Tools, and, notwithstanding anything to the contrary, shall have no liability for any and all damages that may be caused to or incurred by the Customer (including any of its Users) or third party from it or their use of such Third Party Tools by AppDirect in its performance of the Services hereunder, nor for any damages related to or arising out of the Customer’s compliance of failure to comply with the terms and conditions of such terms of services between the Customer and the licensors and/or distributors of such Third Party Tools.

4.2.      Third Party Offering Recommendations. As part of the Services, AppDirect may suggest that the Customer subscribes or otherwise acquires certain third party software or services that AppDirect believes would help the Customer meet its needs. However, unless expressly stated otherwise, we do not endorse, promote or guarantee any such third party software or service, or its content. We provide such suggestions for the Customer’s convenience only. The Customer hereby acknowledges and agrees that AppDirect may not be held responsible for any such suggestion, or decisions that the Customer may make further to such suggestions, nor for any information, content service or software made available, provided, controlled and/or operated by third parties. We do not make representations and give no warranties whatsoever with regard to these suggestions, or the completeness, accuracy, merchantability, quality or fitness for a particular purpose of any such third party offerings.

4.3.      Intellectual Property Rights. Our Services and all software (whether provided by us by licensed from third parties) is protected by law, including all associated intellectual property rights (such as patents, copyrights, service marks, trademarks, trade secrets, moral rights and other intellectual property rights) in Canada, the United States, and other countries. AppDirect, together with its licensors and partners (as applicable), is and will remain the sole owner of all rights (including without limitation all intellectual property rights), titles and interest in and to all trademarks, service marks and software provided by AppDirect as part of the Services, including all modifications and derivative works, as well as the associated goodwill, regardless of any use of the words ‘purchase’, ‘sale’ or the like in these Terms of Service, our Website or any documentation. AppDirect will also exclusively own all rights, titles and interest in and to any information and data (other than the Customer’s Confidential Information) collected or generated from the Customer’s access and use of our Services or any software provided by us.

5.         Term and Termination

5.1.      Term. The Customer will be bound by these Terms of Service immediately upon its purchase of any Service Offering, and, subject to section 5.5 below, will remain in full force and effect until they are terminated in accordance with section 5.2 below.

5.2.      Termination. These Terms of Service will be terminated upon the occurrence of any of the following events: (i) the expiration of all Service Offerings purchased by the Customer (e.g. by way of failure to renew any Subscription); (ii) the Customer terminates these Terms of Service by providing AppDirect with a written notice to that regards (note that, unless expressly provided otherwise in these Terms of Service, no refund will be issued to the Customer for any prepaid Subscription terminations prior to the expiration of the subscription period); (iii) AppDirect terminates these Terms of Service if (a) the Customer is in breach of any of the terms of these Terms of Service or any license for third party software, (b) the Customer’s use of the Service is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Services, AppDirect’s network, or the use and enjoyment of AppDirect’s other users, (c) AppDirect receives an order from a court to cease the provision of the Services to the Customer or the Services in general; (d) AppDirect determines that the Customer is abusing the Service, or otherwise uses them in violation of our fair use policy; (iv) the Customer’s marketplace account through which the Services have been purchased is terminated for any reason, as applicable; (v) AppDirect, for any reason, ceases to offer the Services; or (vi) as otherwise provided in these Terms of Services.

5.3.      Rights Not to Renew. The Customer acknowledges that AppDirect may, at its sole discretion, refuse to accept the Customer’s request of Services, Subscription renewals or re-subscriptions, following a termination or suspension of the Customer’s use of the Services.

5.4.      Effect of Termination. Upon termination of these Terms of Service: (i) AppDirect will immediately stop providing any Services to the Customer (including its Users), and (ii) all software licenses provided by AppDirect to the Customer as part of the Services, if any, will immediately terminate, and the Customer must uninstall such software from all of its Devices, and destroy all copies thereof.

5.5.      Survival. Notwithstanding anything to the contrary in these Terms of Services, the following sections will survive the termination of these Terms of Service: 3.2, 4, 6, 7 and 8.

6.         Confidentiality and Privacy

6.1.      Confidential Information. As part of the Services, both the Customer and AppDirect may obtain certain non-public information relating to other party’s business and products, such as, but not limited to, codes, technology, know-how ideas, algorithms, testing procedures, structure, interfaces, specifications documentation bugs, problem reports, analysis and performance information, and other technical, business, operational and product-related data (“Confidential Information”). Each party agrees to hold such Confidential Information in confidence, and not disclose it to anyone or use it for any purpose other than the use (in the case of the Customer) or the provision (in the case of AppDirect) of the Services under these Terns of Services. It is understood that AppDirect may disclose the Customer’s Confidential Information to its affiliated companies, contractors, partners and licensors (including their respective directors, officers, contractors, employees, agents and representatives) on a need-to-know basis, in order to be able to provide the Services to the Customer.

6.2.      Privacy. We respect our customers’ privacy. In order to be able to provide the Services, we may need to access, collect and store certain personal information. We may also need to share such information with our licensors and partners who assist us in providing the Services. Our collection, use and disclosure of personal information in connection with the Services is governed by the terms of our privacy policy, available at  https://www.appdirect.com/products/apphelp/privacy-business (“Privacy Policy”). The Privacy Policy is an integral part of these Terms of Service, and is incorporated herein by reference. The Customer’s acceptance of these Terms of Service will also signify the Customer’s acceptance of the terms and conditions of the Privacy Policy.

7.         Disclaimer of Warranties, Indemnities and limitations of liability

7.1.      Summary. The following paragraphs exclude any and all warranties with regards to our Services (including without limitation any software provided in association with them) and outline the maximum extent of AppDirect’s liability under these Terms of Service and with regards to the Services. They further define the obligations by the Customer to indemnify AppDirect in certain circumstances. By accepting these Terms of Service, the Customer acknowledges that these limitations are essential for AppDirect to be able to grant the Customer and its Users the rights described in this document with regards to our Services (including without limitation any software provided in association with them), and that in the absence of such restrictions, the economic terms of the Services would have been substantially different, and AppDirect would not have entered into these Terms of Service.

7.2.      Indemnification by the Customer. The Customer hereby agrees to defend, indemnify and hold harmless AppDirect (including our affiliated companies, licensors, partners and contractors, as well as our and their respective directors, officers, employees, successors, advisors and agents; the “AppDirect Group”) from and against any claims, losses, actual and consequential damages, suits, penalties, causes of action, adverse judgements, costs, legal fees and other expenses (“Claim”) incurred by the AppDirect Group and related to or arising from: (a) the Customer’s violation of applicable laws, rules or regulations in connection with the Customer’s access or use of our Services or software; (b) the Customers’ breach of the terms of these Terms of Service; (c) any third party Claims relating to the Customer’s access, use or misuse of our Services or any software; and (d) any third party Claim alleging breach of any terms and conditions between the Customer and such third Party or of third party intellectual property right by AppDirect resulting from AppDirect’s provision of the Services to the Customer. We reserve the right, at our sole discretion, to assume the exclusive defense and control of any Claim otherwise subject to indemnification by the Customer. If that occurs, the Customer must cooperate with us in asserting any available defenses, and must promptly reimburse to us all reasonable costs and expenses incurred from our defense of any such claim. No settlement or compromise of any claim to which an indemnity applies will be effective or permitted without our prior written consent of AppDirect.

7.3.      Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, APPDIRECT GROUP DOES NOT GUARANTEE OR WARRANT THE PERFORMANCE, AVAILABILITY, COVERAGE, UNINTERRUPTED AVAILABILITY, SECURITY, PRICING OR OPERATION OF THE SERVICES OR ANY PRODUCTS, SOFTWARE, SERVICES, CONNECTIONS OR NETWORKS USED OR PROVIDED IN ASSOCIATION WITH OUR SERVICES. ALL SERVICES (INCLUDING ANY SOFTWARE ASSOCIATED WITH THEM) ARE MADE AVAILABLE AND PROVIDED ON “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, AVAILABILITY OR FITNESS FOR A PARTICULAR PURPOSE). THE CUSTOMER AGREES TO BEAR THE ENTIRE RISK AS TO THE USE, AVAILABILITY, RELIABILITY, TIMELINESS, QUALITY, SECURITY AND PERFORMANCE OF THE SERVICES.

7.4.      Exclusion of Liability for Certain Damages. To the maximum extent permitted by applicable laws, in no event shall AppDirect Group be liable to the Customer or any other person for (i) any failure by the Customer to obtain necessary consents, authorizations, licenses, permits or meet other specific contractual or legal requirements that may be necessary for the customer to use the Services or download or access our or third party software, (ii) any delay, interruption or incapacity to render the Services in a timely or expected manner, (iii) its incapacity to resolve, correct, prevent or mitigate any Incident or technical issues, even if covered by the scope of the Services, (iv) the Customer’s infringement or violation of any applicable laws, rules or regulations, (v) any errors or issues related to our or third party software, such as, without limitation, any incompatibility, inaccuracy or unavailability of software, data or features, or system failure, (vi) any system, software or hardware failure, unavailability or corruption, corruption or loss of data, or any other errors or issues resulting from or related to the delivery of the Services, (vii) any special, exemplary, indirect, incidental, consequential or punitive damages (including without limitation any and all lost revenue, loss or corruption of data, loss of use, profits, customers or goodwill or other similar economic prejudice, procurement of substitute goods or services, failure to realize expected savings, loss or corruption of data, system downtime, business interruption or loss of business information, and loss of business opportunity), whether arising in contract, tort, or under any other legal theory whatsoever, even if AppDirect Group has been advised of, knows or should know the possibility of such damages, or such damages have been reasonably foreseeable. This section shall apply notwithstanding any failure of essential purpose of any limited remedy.

7.5.      Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, APPDIRECT GROUP’S TOTAL AGGREGATE LIABILITY FOR ALL PAST, CURRENT AND FUTURE CLAIMS BY THE CUSTOMER (INCLUDING ANY OF ITS USERS) UNDER THESE TERMS OF SERVICE OR IN ASSOCIATION WITH THE SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO APPDIRECT FOR THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF THE EVENT RESULTING IN SUCH DAMAGES.

7.6.      Time limit for Filing Claims. THE CUSTOMER ALL CAUSES OF ACTION WITH REGARDS TO ANY CLAIM (AS DEFINED ABOVE) MUST COMMENCE WITHIN ONE (1) YEAR AFTER SUCH CAUSE OF ACTION AROSE, FAILURE TO DO WHICH SHALL BE DEEMED TO BE A WAIVER BY THE CUSTOMER OF SUCH CLAIM. FOR FURTHER CLARITY, NOTWITHSTANDING ANYTHING TO THE CONTRARY, APPDIRECT GROUP SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIM (INCLUDING DIRECT OR INDIRECT DAMAGES) IF THE CAUSE OF ACTION HAS BEEN FILED MORE THAT ONE (1) YEAR FROM THE DATE OF OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO SUCH CLAIM.

8.         General

8.1.      Contact Us. If you wish to contact us for matters related to these Terms of Service, please write us at: AppHelp by AppDirect, 2050, de Bleury St., Suite 300, Montreal, QC, H3A 2J5, Canada, c/o Legal Department, or at legal@appdirect.com. All notices will be deemed delivered on the date shown on the postal receipt, or on the courier, facsimile or electronic mail confirmation of delivery.

8.2.      Force Majeure. The Customer hereby acknowledges that circumstances outside of our reasonable control (such as, without limitation, large scale outbreaks of computer virus, internet or power outages, strikes, riots, wars or other military action, civil disorder, acts of terrorism, fires, floods, vandalism, sabotage, acts of third parties, or the like) may cause significant delays in our ability to perform Services. As such, the Customer hereby acknowledges and agrees that AppDirect shall have no liability whatsoever to the Customer (including its Users) or any third party for any direct or indirect damages whatsoever, resulting from such delays or any incapacity to perform the Services in a timely manner.

8.3.      Waiver: The failure by AppDirect to fully enforce any of its rights under these Terms of Service shall not affect the right to require such performance at any time thereafter; nor shall any failure or delay to enforce any right or privilege by AppDirect under these Terms of Service be interpreted as a waiver of such right or privilege by AppDirect.

8.4.      Severability: If any provision of these Terms of Service is held by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law. Nonetheless, such provision shall continue to apply in full force and effect in all other jurisdictions, as the case may be. Moreover, the remaining provisions of these Terms of Service shall remain in full force and effect.

8.5.      Modifications to these Terms of Service. We reserve the right to make changes to these Terms of Service at any time by (a) posting a revised version of the Terms of Service on our Website, or by (b) sending information regarding any amendment to the Terms of Service to the email address provided to us by the Customer in connection with the Services. The revised Terms of Service will become effective and apply to the Customer within thirty (30) days from the Customer’s receipt of the updated Terms of Services, or sixty (60) days from the date of their publication on the Website, whichever occurs first.

8.6.      Transfer of these Terms of Service. The Customer may not assign or otherwise transfer these Terms of Service or any of its rights or obligations hereunder to any person or entity, in whole or in part, without AppDirect’s prior written consent. Any attempted assignment or transfer by the Customer in violation of this requirement will be void. However, we may assign or otherwise transfer, in whole or in part, these Terms of Services or our rights hereunder without prior consent or notice to the Customer.

8.7.      Applicable Law and Venue. The Customer hereby agrees that the laws applicable in the province of Quebec (Canada), with the exception of the conflict of laws rules and section 2125 of the Civil Code of Quebec, will apply to interpret these Terms of Service, as well as to resolve any disputes related to it or any Services provided hereunder. All such disputes must be brought exclusively before the courts sitting in the judicial district of Montreal (Quebec, Canada). However, the Customer understands that AppDirect may seek injunctive or other equitable relief in any other jurisdiction in case of any violation, breach or infringement of AppDirect Group’s rights related to its intellectual property or confidential information.

8.8.      U.S. Government Users. Software that may be made available by us as part of our Services is commercial computer software. If the user or licensee of our software is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of such software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of these Terms of Services, in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The software was developed fully at private expense. All other use is prohibited.

8.9.      Exports controls. The Customer understands and agrees that download, installation and use of our software must be in compliance with all applicable laws, rules and regulations. This includes, as applicable, exports and imports laws and regulations in Canada, the United States and in other countries. The Customer should download and use our software only in the country in which the Customer receives the Services. In all cases, the Customer is responsible for determining if and how the Customer needs to comply with such laws, rules or regulations, and if the Customer needs to obtain any permits for that before the Customer (including any of its Users) downloads, installs and uses any such software.

8.10.   Entire Agreement: These Terms of Service constitute the entire agreement between the Customer and AppDirect with regard to the subject matter hereof, and supersede any other prior and contemporaneous communications and agreements.

8.11.   Trademarks. AppDirect, AppHelp and their respective logos are trademarks or registered trademarks of AppDirect, Inc. or its affiliates in the United States, Canada and/or other countries.

8.12.   Language: The parties have expressly requested that these Terms of Service as well as all related documents be drafted in English. / Les parties ont expressément demandé que ces termes et conditions, et tous les documents y afferents, soient rédigés en langue anglaise.

These Terms of Service have been last updated on June 23, 2017.