Terms & Privacy

Terms and Conditions

MSPCentric Inc (“MSPCentric”) provides a software-as-a-service MSP integration platform to IT channel vendors (“Service”). The Service is provided on a subscription basis as further described in this Agreement. This Agreement applies to anyone (“You”/”Customer”) who subscribes for or otherwise uses the Services.

THESE TERMS (WHICH TOGETHER WITH YOUR SELECTION OF SERVICES FROM MSPCENTRIC AND THE MSPCENTRIC PRIVACY POLICY AVAILABLE AT https://www.mspcentric.io/privacy-policy ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”) CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ THEM CAREFULLY BEFORE USING THE SERVICES. EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER. IF YOU DO NOT ACCEPT THESE TERMS, THEN DO NOT USE THE WEBSITE OR ANY OF ITS CONTENT OR SERVICES.

1. Definitions

For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows:

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity;

“Customer Data” means all electronic data or information submitted by Customer and/or its customers/users to the Service;

“Fee” means the fees for the Services as specified by your selection and subsequent services provided by MSPCentric;

“MSPCentric Analytics and Recommendations” means any analytics or recommendations or similar as may be suggested or made available by MSPCentric to Customer from time to time, including without limitation any business metric performance analytics and recommendations, support ticketing analytics and recommendations, and service provider ticketing analytics and recommendations.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;

“Service” has the meaning given to it above;

“Term” has the meaning ascribed to that term in Section 9.1;

“User” means an individual or entity who is authorized by Customer to use the Service; and

“Website” means MSPCentric’s website at mspcentric.io

2. Grant of License.

2.1 Provision of Service. Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement including payment of the applicable fees, MSPCentric shall make the Service available to Customer and its Users for Customer’s internal business use during the Term. Customer’s right to use the Service during the Term shall be in accordance with any additional conditions, restrictions or parameters specified in the applicable Agreement.

2.2 Analytics and Recommendations. Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement including payment of the applicable fees, MSPCentric may make certain MSPCentric Analytics and Recommendations available to Customer and its Users for Customer’s internal business use during the Term on an “as-is” basis. Customer’s right to use the MSPCentric Analytics and Recommendations during the Term shall be in accordance with any additional conditions, restrictions or parameters specified in the applicable Confirmation. MSPCentric Analytics and Recommendations are solely recommendations by MSPCentric, and do not constitute professional, regulatory, or other advice nor do they purport to contain all critical information that should be relied on by Customer in its dealings with its clients. It is solely up to Customer to satisfy itself, using its own professional expertise, whether its reliance on the MSPCentric Analytics and Recommendations meet its needs, those of its clients, and otherwise satisfy any contractual, support regulatory or other requirements that may be binding upon Customer or its Users.

2.3 User Accounts. User accounts are for use by designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service.

3. Use of the Service.

3.1 MSPCentric Responsibilities. MSPCentric shall: (i) follow good industry practice to maintain the security and integrity of the Service and the Customer Data; (ii) use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for: (a) planned downtime (of which MSPCentric shall give at least eight (8) hours’ notice via the Service and which MSPCentric shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. Mountain Time Friday to 3:00 a.m. Mountain Time Monday); or (b) any unavailability caused by circumstances beyond MSPCentric's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving MSPCentric employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving equipment, software or power systems not within MSPCentric’s possession or reasonable control, and denial of service attacks.

3.2 Customer Responsibilities. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with this Agreement. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify MSPCentric promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service. Customer is solely responsible for its use and implementation of any MSPCentric Analytics and Recommendations, and is solely responsible for any decisions that it may make or acts or omission that it may or may not take in reliance on any MSPCentric Analytics and Recommendations, including without limitation, triaging, and responding to client support requests, vendor selection and otherwise.

3.3 Use Guidelines. Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) use the Service to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) use the Service to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third-party privacy or publicity rights; (iv) use the Service to send or store Malicious Code; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.

3.4 Publicity. Neither party may issue press releases relating to this Agreement without the other party's prior written consent. Each party may include the name and logo of the other party in lists of customers or vendors in accordance with the other party's standard guidelines.

3.5 Integrations. The Service integrates with other third-party applications and platform as listed on the Website from time to time (“Integrated Platforms”). As part of such integrations, the Service will (to the extent permitted by Customer) import and export data from Integrated Platforms, including without limitation information about Customer’s clients, managed services platforms, support queries, their addresses, financial information, and similar related data to be used by Customer (“Integrated Data”). MSPCentric shall assume implied consent from Customer prior to integrating the Service with an Integrated Platform. For clarity, by consenting to the use of an Integrated Platform, Customer consents to the third-party application specified by MSPCentric sharing data that belongs to Customer, that is the possession of the third-party application, with MSPCentric to be integrated into the Service. By granting the Service access rights to Integrated Data Customer may hold with an Integrated Platform, Customer (i) grants MSPCentric a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), irrevocable, worldwide, royalty free, fully paid-up license for the Term to process, store, and otherwise use the Integrated Data as reasonably required to provide the Service. MSPCentric may de-identify the Integrated Data and create aggregated or de-identified statistical analytics, data and machine learnings arising from Customer’s and its User’s use of the Service and Integrated Data processed through the Service (“Aggregated Integrated Data”) for operating, maintaining and improving the Services and distribution in general benchmarking or industry related reports; and (ii) acknowledges and agrees that modifications to data in the Service may modify data on the Integrated Platforms. Customer acknowledges and agrees that the Integrated Platforms are not under MSPCentric’s control, and accordingly MSPCentric does not warrant or support any Integrated Platform. It is Customer’s sole discretion whether to enable an integration with an Integrated Platform. Any use of an Integrated Platform is solely between customer and the applicable third-party provider. If an integration with an Integrated Platform is enabled, MSPCentric will not be responsible for any use, disclosure, modification, or deletion of Customer Data or Integrated Data that is transmitted to, or accessed by, an Integrated Platform, or use or misuse by the third-party provider of such Customer Data. For clarity, the Aggregated Integrated Data shall not otherwise be capable of referencing back to Customer or its Users. As between Customer and MSPCentric, MSPCentric shall own all rights to such Aggregated Integrated free from encumbrance.

3.6 Third Party Products and Services. MSPCentric or third parties may list, link to, recommend or make available (for example, through a list of partners or recommended providers, a marketplace or otherwise) third-party products or services (“Third Party Applications”) and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any third-party provider, product or service is solely between Customer and the applicable third-party provider. MSPCentric does not warrant or support Third Party Applications or other third-party products or services, whether or not they are designated by MSPCentric as “certified” or otherwise. MSPCentric is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Application or its provider.

3.7 Removal of Customer Data and Third-Party Applications. If Customer receives notice that Customer Data or a Third-Party Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in MSPCentric’s judgment continued violation is likely to reoccur, MSPCentric may disable the applicable Customer Data, Service and/or Third-Party Application. If requested by MSPCentric, Customer shall confirm such deletion and discontinuance of use in writing and MSPCentric shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if MSPCentric is required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, MSPCentric may discontinue Customer’s access to Content through the Services.

3.8 Change to Service Plan. Customer may change Subscription Plan during the Term directly through the Services. Any request by Customer to change Subscription Plan will take effect on the first day of the month following the end of the Customer’s current Subscription Plan.

4. Proprietary Rights

4.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, MSPCentric reserves all rights, title, and interest in and to the Service, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.

4.2 Restrictions. Customer shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service or User Guide; (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service.

4.3 Customer Data and Integrated Data. As between MSPCentric and Customer, Customer exclusively owns all rights, title, and interest in and to all Customer Data and Integrated Data. Customer Data is deemed Customer’s Confidential Information under this Agreement. MSPCentric shall not access Customer's User accounts except to respond to service or technical problems or at Customer's request or as necessary for the operation of the Service. Customer hereby grants MSPCentric a non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), irrevocable, worldwide, royalty-free, fully paid-up license for the Term (and for thirty (30) days thereafter) to process, store and otherwise use the Customer Data as reasonably required to provide and enhance the Service. MSPCentric may create aggregated or anonymized statistical analytics, data and machine learnings arising from Customer’s and its User’s use of the Service and Customer Data processed through the Service (“Aggregated Data”), which Aggregated Data shall not include any underlying Customer Data, nor shall it otherwise be capable of referencing back to Customer or its Users. As between Customer and MSPCentric, MSPCentric shall own all rights to such Aggregated Statistics free from encumbrance.

4.4 Suggestions. MSPCentric shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate into the Service and/or any other products or services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the Service.

5. Confidentiality

5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Confirmations hereunder), the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

5.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.

5.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

5.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

5.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

6. Warranties and Disclaimers

6.1 Warranties. Each party warrants that it has the legal power to enter into this Agreement. MSPCentric warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Service shall not infringe on third party’s intellectual property rights; and (iii) the Service will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in User or Customer-uploaded materials or otherwise originating from Customer or a User).

6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, MSPCENTRIC MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. Mutual Indemnification

7.1 Indemnification by MSPCentric. Subject to the terms and conditions of this Agreement, MSPCentric shall, at its own expense, defend Customer in any action, suit or proceeding by a third party alleging that the Service infringes or misappropriates any patent, trademark, trade secret, copyright or any other intellectual property rights of such third party (an “IP Claim”) and shall indemnify and hold Customer harmless from and against any settlement amounts agreed in writing by MSPCentric and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys' fees) awarded to such third party against Customer by a court or tribunal of competent jurisdiction in such IP Claim. As conditions for such defense and indemnification by MSPCentric, (i) Customer shall notify MSPCentric promptly in writing upon becoming aware of all pending IP Claims; (ii) Customer shall give MSPCentric sole control of the defense and settlement of such IP Claims; (iii) Customer shall cooperate fully with MSPCentric in the defense or settlement of such IP Claims; and (iv) Customer shall not settle any IP Claims without MSPCentric’s written consent, or compromise the defense of any such IP Claims or make any admissions in respect thereto.

7.2 Mitigation. If (a) MSPCentric becomes aware of an actual or potential IP Claim, or (b) Customer provides MSPCentric with notice of an actual or potential IP Claim, MSPCentric may (or in the case of an injunction against Customer, shall), at MSPCentric’s sole option and determination: (I) procure for Customer the right to continue to use the Service; or (II) replace or modify the Service with equivalent or better functionality so that Customer’s use is no longer infringing; or (III) if (I) or (II) are not commercially reasonable, terminate provision of the Service and refund to Customer any pre-paid Service fees for any periods after the termination of the Service, less any outstanding moneys owed by Customer to MSPCentric.

7.3 Exclusions. The obligations in Sections 7.1 and 7.2 do not extend to (1) any IP Claim based upon infringement or alleged infringement of any patent, trademark, copyright or other intellectual property right by the combination of the Service furnished by MSPCentric with other products, software or services not provided by MSPCentric; (2) any IP Claim related to any Customer Data, or (3) any IP Claim related to any use or exercise of any other right in respect to the Service outside the scope of the rights granted in this Agreement.

7.4 Indemnification by Customer. Subject to the terms and conditions of this Agreement, Customer shall, at its own expense, defend MSPCentric, its Affiliates and its and their directors, officers, employees and agents (the “MSPCentric Indemnitees”) in any action, suit or proceeding brought by a third party against any of the MSPCentric Indemnitees alleging that the Customer Data, or Customer's use of the Service in violation of this Agreement, infringes or misappropriates the intellectual property or other rights of, or has otherwise harmed, a third party (“Customer Claims”) and shall indemnify and hold the MSPCentric Indemnitees harmless from and against any settlement amounts agreed in writing by Customer and/or any losses, damages, expenses or costs (including but not limited to reasonable attorneys' fees) awarded to such third party against any of the MSPCentric Indemnitees by a court or tribunal of competent jurisdiction in any such Customer Claim. As conditions for such defense and indemnification by Customer, (i) MSPCentric shall notify Customer promptly in writing upon becoming aware of all pending Customer Claims; (ii) MSPCentric shall give Customer sole control of the defense and settlement of such Customer Claims; (iii) MSPCentric shall cooperate fully with Customer in the defense or settlement of such Customer Claims; and (iv) MSPCentric shall not settle any Customer Claims without Customer’s written consent, or compromise the defense of any such Customer Claims or make any admissions in respect thereto.

Limitation of Liability

8.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

8.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Certain Damages Not Excluded. NOTWITHSTANDING THE FOREGOING, NO LIMITATION OF EITHER PARTY’S LIABILITY SET FORTH IN THIS AGREEMENT SHALL APPLY TO (I) DAMAGES ARISING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, (II) DAMAGES ARISING FROM ANY INFRINGEMENT AND/OR MISAPPROPRIATION OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS; (III) ANY CLAIMS FOR NON-PAYMENT; OR (IV) EACH PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS AGREEMENT.

8.4 Beneficiaries. Every right, exemption from liability, release, defense, immunity and waiver of whatsoever nature applicable to a party under this Agreement shall also be available and shall extend to benefit and to protect such party’s Affiliates, subcontractors, agents, licensors, suppliers, directors and/or employees and for such purposes such party is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons in respect to such rights, exemptions, releases, defenses, immunities and waivers.

9. Term and Termination

9.1 Term of Agreement. This Agreement shall commence as of the date of the commencement of Service (“Effective Date”) and shall continue for the period of time as specified, for either a one (1) month term or a twelve (12) month term (such initial term referred to in this Agreement as the “Initial Term”). Thereafter, the term of the Agreement shall be automatically renewed on the anniversary of the Effective Date for additional renewal terms (any such subsequent renewal terms referred to in this Agreement as a “Renewal Term”), unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term hereof. Collectively, the Initial Term and any subsequent Renewal Terms shall constitute the “Term”

9.2 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. Upon any termination for cause by Customer, MSPCentric shall refund Customer any prepaid fees for any periods after the termination of the Agreement.

9.3 Outstanding Fees. Subject to section 9.2, termination or expiration of this Agreement shall not relieve Customer of the obligation to pay any fees accrued or payable to MSPCentric prior to the effective date of termination or expiration of this Agreement.

9.4 Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 4 through 10.

10. General Provisions

10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

10.2 No Third-Party Beneficiaries. Except as expressly provided in this Agreement, there are no third-party beneficiaries to this Agreement.

10.3 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to MSPCentric shall be addressed to the attention of the Legal Department. Notices to Customer shall be addressed to Customer’s signatory of this Agreement unless otherwise designated below.

10.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

10.6 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this Agreement in its entirety (including all Order Confirmations), without consent of the other party, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its business, stock, or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.7 Governing Law. This Agreement shall be governed by the laws of the Province of Alberta, Canada, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.

10.8 Venue; Waiver of Jury Trial. The provincial and federal courts located in Calgary, Alberta, Canada, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

10.9 Force Majeure. Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving equipment, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

10.10 Export.   Customer acknowledges and agrees that the Service may be subject to export and import controls under the regulations of Canada, the United States and other countries, and Customer shall comply with all export and import control regulations of such countries. Customer shall not use the Service for any purposes prohibited by export laws, including, without limitation, nuclear, chemical, or biological weapons proliferation. Customer shall be responsible for procuring all required permissions for any subsequent export, import or use of the Service.

10.11 Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

Last Updated: March 2024

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Privacy policy

MSPCentric Inc ("MSPCentric"/"we"/"us"/"our") provides the website www.mspcentric.io (the "Website") available together with certain services that may be accessed through the website and/or associated SaaS platform (“Services”) and any mobile application (if any) that we may make available from time to time (“App”). As you use our services, we want you to be clear about how we are using information and the ways in which you can protect your privacy.

Our Privacy Policy explains:

• What information we collect and why we collect it.
• How we use that information and when we disclose it.
• How to access and update your personal information.

Your privacy matters to us so please take the time to familiarize yourself with our policies, and if you have any questions, please contact us at privacy@mspcentric.io

This Privacy Policy is provided in a layered format so you can click through to the specific areas set out below.

 1.   IMPORTANT INFORMATION AND WHO WE ARE

Purpose of this Privacy Policy

This Privacy Policy aims to give you information on how MSPCentric collects and processes your personal information through your use of the App, Website and the Services, including any information you may provide when you use our Services, when you search our App or Website, when you subscribe to our email alerts, when you contact our customer service, when you participate in surveys, public forums, chats, or when you respond to one of our requests for suggestions and other content.

Please note that neither the Website nor the Service is intended for children under 16 years of age. No one under age 16 may provide any information to or on this Website or through our Services. We do not knowingly collect personal information from children under 16. If you are under 16, do not use or provide any information on this Website or on or through any of its features, use any of the interactive or public comment features of this Website or provide any information about yourself to us, including your name, address, telephone number, email address, or any screen name or username you may use. If we learn we have collected or received personal information from a child under 16 without verification of parental consent, we will delete that information. If you believe we might have any information from or about a child under 16, please contact us.

It is important that you read this Privacy Policy together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal information about you so that you are fully aware of how and why we are using your information. This Privacy Policy supplements the other notices and is not intended to override them.

Contact Details

Our full details are:

MSPCentric Inc.
Chief Operating Officer: Ryan Barker
Email address: privacy@mspcentric.io
Postal address: 7070e Farrell Rd SE, Suite 211, Calgary, Alberta, T2H 0T2
Telephone number: 1 888 672 6079

Changes to the Privacy Policy and your duty to inform us of changes

This version was last updated on 6^th March 2024.

We reserve the right to change the terms of this Privacy Policy at any time. When we do, we will post the revised Privacy Policy to our Website and the last revision date of revision will be updated so that you will always be able to understand what information we collect, how we use your information, and under what circumstances we may share your information with others. We may also email you those revisions if we solely have your contact details through the information that you submitted through the App.

It is important that the personal information we hold about you is accurate and current. Please keep us informed if your personal information changes during your relationship with us.

Third-party Links

The Website may include links to third-party websites, plug-ins, and applications. Clicking on those links or enabling those connections may allow third parties to collect or share information about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave our Website, we encourage you to read the privacy notice of every website you visit.

2.  THE INFORMATION WE COLLECT

Personal data, or personal information, means any information relating to an identifiable person who can be directly or indirectly identified. It does not include data which cannot be related to an identifiable person (anonymous data).

We may collect, use, store and transfer different kinds of personal information about users of our Website, Services, and app, (together with any information which they enter through the Services regarding their end users) which we have grouped together as follows:

• Identity Data includes first name, last name, address and number or similar identifier.
• Contact Data includes billing address, delivery address, email address and telephone numbers.
• Financial Data includes payment card details.
• Technical Data includes internet protocol (IP) address, your mobile device’s unique ID number, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access this Website.
• Usage Data includes information about how you use our Website, app(s) and Services and other integrated services, such as the buttons, controls, products and ads you click on, pages of our application or Website that you visit, the time spent on those pages, your search queries, the dates and times of your visits, but also about the webpage you were visiting before you came to our Website app(s) and the webpage, app(s) you go to next.

We also collect, use, and share Aggregated Data such as statistical or demographic data for any purpose. Aggregated Data may be derived from your personal information but is not considered personal information in law as this information does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing a specific Website feature. However, if we combine or connect Aggregated Data with your personal information so that it can directly or indirectly identify you, we treat the combined data as personal information which will be used in accordance with this Privacy Policy.

We do not collect any Special Categories of Personal Data about you (this includes details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health and genetic and biometric data). Nor do we collect any information about criminal convictions and offences.

If you fail to provide personal information

Where we need to collect personal information by law, or under the terms of a contract we have with you and you fail to provide that information when requested, we may not be able to perform the Services or any other contract we have or are trying to enter into with you (for example, to provide you with our services).

3.   HOW IS PERSONAL INFORMATION COLLECTED

We use different methods to collect data from and about you including through:

• Direct interactions. You may give us your Identity and Data by filling in forms or by corresponding with us by post, phone, email or otherwise, or where you enable our Services to interact with any other electronic data, software, or services. This includes personal data you provide when you:

• submit a query through the App;
• enable any integration between our Services and any other third party services;
• sign up for a demo of our services;
• create an account and profile with us;
• purchase one of our services;
• subscribe to our email alerts;
• complete one of our online forms to receive our reports and case studies;
• download or otherwise access one of our e-books, magazines, videos;
• contact our customer service;
• request marketing to be sent to you; or
• give us some feedback.

• Automated technologies or interactions. As you interact with our Website, Services and/or App, we may automatically collect Technical Data about your equipment, browsing actions and patterns. We collect this personal data by using cookies, server logs and other similar technologies. We may also receive Technical Data and Usage Data about you if you visit other websites employing our cookies. Our API and third-party integrations also allow us to collect all personal information from any third-party services that you select for such integration.

4.   HOW WE USE YOUR PERSONAL INFORMATION

We will only use your personal information when the law allows us to. Most commonly, we will use your personal data in the following circumstances:

• For the purposes that you have consented to (such as providing your Contact Data and Identity Data for marketing or communication purposes)
• Where we need to perform the contract we are about to enter into or have entered into with you.
• Where it is necessary for our legitimate interests (or those of a third party) and your interests and fundamental rights do not override those interests.

• Where we need to comply with a legal or regulatory obligation.

By using our Services you are consenting to our use of your personal data in the manner set out in this policy.

Cookies

When you interact with the Website we strive to make that experience easy and meaningful. When you come to our Website, our web server sends a cookie to your computer. Cookies are files that web browsers place on a computer's hard drive and are used to tell us whether customers and visitors have visited the Website previously. If you click on a link to a third-party Website, such third party may also transmit cookies to you.

Standing alone, cookies do not identify you personally. They merely recognize your browser. Unless you choose to identify yourself to MSPCentric, either by responding to a promotional offer, opening an account, or registering for a free trial, you remain anonymous to MSPCentric. Cookies come in two flavours: session and persistent based. Session cookies exist only during an online session. They disappear from your computer when you close your browser software or turn off your computer. Persistent cookies remain on your computer after you have closed your browser or turned off your computer. They include such information as a unique identifier for your browser.

MSPCentric uses session cookies containing encrypted information to allow the system to uniquely identify you while you are logged in. This information allows MSPCentric to process your online transactions and requests. Session cookies help us make sure you are who you say you are after you have logged in and are required in order to use the MSPCentric application. MSPCentric uses persistent cookies that only MSPCentric can read and use, to identify the fact that you are a MSPCentric customer or prior MSPCentric Website visitor (whatever the case may be). We are especially careful about the security and confidentiality of the information stored in persistent cookies. For example, we do not store account numbers or passwords in persistent cookies. Users who disable their web browsers' ability to accept cookies will be able to browse our Website but will not be able to successfully use our Services. End Users may be able to limit cookies used by their browsers and third parties by updating settings at: http://www.aboutads.info/choices and http://www.youronlinechoices.eu.

Change of purpose

We will only use your personal information for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If you wish to get an explanation as to how the processing for the new purpose is compatible with the original purpose, please contact us at privacy@mspcentric.io. 

If we need to use your personal information for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Please note that we may process your personal information without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.

5.   DISCLOSURES OF YOUR PERSONAL INFORMATION

We may have to share your personal information with the parties set out below.

• Third-Party categories as set out below:
• Service Providers who provide hosting, network, system administration and other services that assist us in providing the Website, the App (if any) and the Services. These include:
• AWS®: We host the website and operate the platform using third parties. Our website will be hosted from their data centres throughout the United States and internationally, based on where you visit our website from.
• Snowflake and Fivetran: We use their services for data management and reporting.
• Stripe®: We use their services to process subscription payments, and therefore provide them with the personal data required to charge your credit card.
• Chargebee: We use their services for subscription billing and revenue management.
• We use third-party service providers and platforms (such as Pendo, HubSpot, Zapier, Vitally, Orbit, and Demostack) for customer engagement, customer chat, product feedback and customer support ticketing.
• Analytics, advertising, and marketing service providers, including without limitation Google Analytics (and to see how Google uses data when you use their partners' sites or apps" please see the site located at google.com/policies/privacy/partners/), and such other service providers as we may notify to you through this policy from time to time.
• Google Analytics: This cookie allows us to see information on user website activities including, but not limited to page views, source, and time spent on the website. This will help to protect your privacy. Using Google Analytics, we can see what content is popular on our website, and strive to give you more of the things you enjoy reading and watching (and to see how Google uses data, read more at  google.com/policies/privacy/partners/)
• Google AdWords: Using Google AdWords code, we are able to see which pages helped lead to form submissions. This allows us to make better use of our paid search budget. We also use remarketing codes to log when users view specific pages, allowing us to provide targeted advertising in the future. Read more about it here: http://www.google.com/policies/technologies/ads/
• HubSpot: This cookie allows us to gather demographic information about visitors to our website. HubSpot keeps track of the websites and pages you visit within MSPCentric. This data is used to deliver customised content and promotions to users whose behaviour indicates that they are interested in a particular subject area.
• Social networking sites.
  
  • Facebook, Instagram and Twitter: We use retargeting codes (pixel) cookies or similar technologies to log when users view specific pages, allowing us to provide targeted advertising in the future and deliver customised content and promotions to users whose behaviour indicates that they are interested in a particular subject area.
  • LinkedIn: We use retargeting codes, cookies, or similar technologies, to log when users view specific pages, allowing us to provide targeted advertising in the future and deliver customised content and promotions to users whose behaviour indicates that they are interested in a particular subject area.
• Professional advisers including lawyers, bankers, auditors, and insurers based in Canada and the United States who provide consultancy, banking, legal, insurance and accounting services.
• Regulators and other government authorities who require reporting of processing activities in certain circumstances.
• Third parties to whom we may choose to sell, transfer, or merge parts of our business or our assets. Alternatively, we may seek to acquire other businesses or merge with them. If a change happens to our business, then the new owners may use your personal information in the same way as set out in this Privacy Policy.

We require all third parties to respect the security of your personal information and to treat it in accordance with the law. We do not allow our third-party service providers to use your personal information for their own purposes and only permit them to process your personal information for specified purposes and in accordance with our instructions.

7.   DATA SECURITY

We have put in place appropriate security measures to prevent your personal information from being accidentally lost, used or accessed in an unauthorized way, altered, or disclosed. In addition, we limit access to your personal information to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal information on our instructions, and they are subject to a duty of confidentiality.

We have put in place procedures to deal with any suspected personal data breach and will notify you and any applicable regulator of a breach where we are legally required to do so.

8.   DATA RETENTION

We will only retain your personal information for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements.

To determine the appropriate retention period for personal information, we consider the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and whether we can achieve those purposes through other means, and the applicable legal requirements.

By law, we have to keep basic information about our customers (including Contact, Identity, Financial and Transaction Data) for six years after they cease being customers for tax and other legally required purposes.

In some circumstances you can ask us to delete your information: see Request erasure below for further information.

In some circumstances, we may anonymize your personal information (so that it can no longer be associated with you) for research or statistical purposes in which case we may use this information indefinitely without further notice to you.

9.   DATA LOCALITY

The data that we collect from you may also be transferred to, and stored at, the United States of America, which is outside the European Economic Area ("EEA") for which there is an adequacy decision relating to the safeguards for personal data from the European Commission. For information about the adequate security safeguards that have been put in place for data based in the United States of America, you can reach out to privacy@mspcentric.io.

10.   YOUR LEGAL RIGHTS

Under certain circumstances, you have rights under data protection laws in relation to your personal information. You may have the right to:

• Request access to your personal information (commonly known as a “data subject access request”). This enables you to receive a copy of the personal information we hold about you and to check that we are lawfully processing it.
• Request correction of the personal information that we hold about you. This enables you to have any incomplete or inaccurate information we hold about you corrected, though we may need to verify the accuracy of the new information you provide to us.

• Request erasure of your personal information. This enables you to ask us to delete or remove personal information where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal information where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal information to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
• Object to processing of your personal information where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal information for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
• Request restriction of processing of your personal information. This enables you to ask us to suspend the processing of your personal information in the following scenarios: (a) if you want us to establish the information’s accuracy; (b) where our use of the information is unlawful but you do not want us to erase it; (c) where you need us to hold the information even if we no longer require it as you need it to establish, exercise or defend legal claims; or (d) you have objected to our use of your information but we need to verify whether we have overriding legitimate grounds to use it.
• Request the transfer of your personal information to you or to a third party. We will provide to you, or a third party you have chosen, your personal information in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
• Withdraw consent at any time where we are relying on consent to process your personal information. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain services to you. We will advise you if this is the case at the time you withdraw your consent.

• For the purposes of the European General Data Protection Regulation (the “GDPR”):

* MSPCentric is the Data Controller as a supplier of services, an employer, and where dealing with its suppliers.

* MSPCentric is the Data Processor in respect of personal information which it processes on behalf of its customers.

If you are a resident of the European Union, you may also lodge a complaint with your local privacy commissioner or other Supervisory Authority with respect to our processing of your personal information. The local Supervisory Authority in each European country can be found here.

If you wish to exercise any of the rights set out above, please contact us using the details set out above.

No fee usually required

You will not have to pay a fee to access your personal information (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive, or excessive. Alternatively, we may refuse to comply with your request in these circumstances.

What we may need from you

We may need to request specific information from you to help us confirm your identity and ensure your right to access your personal information (or to exercise any of your other rights). This is a security measure to ensure that personal information is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within one month. Occasionally it may take us longer than a month if your request is particularly complex or you have made a number of requests. In this case, we will notify you and keep you updated.

11. California Privacy Rights

This section provides additional details about the personal information we collect about California consumers and the rights afforded to them under the California Consumer Privacy Act (the “CCPA”) as amended by the California Privacy Rights Act (the “CPRA”, collectively with the CCPA the “California Privacy Legislation”).

For more details about the personal information we have collected over the last 12 months, please see section 2 above “The Information We Collect”. We collect this personal information for commercial purposes described above. We do not sell (as that term is defined in the California Privacy Legislation) the personal information we collect.   

Subject to certain limitations, the California Privacy Legislation provides California consumers the right to request to know more details about the categories or specific pieces of personal information we collect about them (including how we use and disclose this personal information), to delete their personal information, to opt out of any “sales” of personal information that may be occurring, and to not be discriminated against for exercising these rights.

California consumers may make a request pursuant to their rights under the California Privacy Legislation by contacting us at the contact information above. We will verify your request using the information (including personal information) associated with your account, if available, including email address. Government identification may be required. Consumers can also designate an authorized agent to exercise these rights on their behalf.

Effective date: 6^th March 2024

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