Last Modified: July 1, 2017

These SaaS Services Terms and Conditions (“Services Terms”) are entered into on the Order Date set forth in the Ease Inc. SaaS Services Order Form (“Order Form”) for the Services from Ease Inc. with a place of business at 27271 La Ramblas, #250, Mission Viejo, CA 92691 (“Ease”), and the customer listed in the Order Form (“Customer”). These Services Terms include and incorporate the Order Form or online order as well as the Privacy Policy Statement available at www.easeinc.com/privacy-policy all of which Customer accepts and to which it agrees when it submits the Order Form or online order and accepts these Services Terms. All capitalized terms used but not defined herein shall have the meanings in the Order Form. Ease reserves the right to change these Services Terms and related documentation from time to time. Such changes will become effective when Ease posts the revised Services Terms at this URL or upon otherwise notifying you of changes. Customers should check the Services Terms from time to time as they are bound by the changes posted from and after the time the changes are posted. Any revised Services Terms shall supersede all prior versions. There shall be no force or effect given to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

 

  1. SAAS SERVICES AND SUPPORT
    1. Subject to the provisions of these Services Terms, Ease will use commercially reasonable efforts to provide Customer the Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Ease account. Ease reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
    2. Subject to the terms hereof, Ease will provide Customer with reasonable technical support services in accordance with the Ease’s standard practice as in effect from time to time.
  2. RESTRICTIONS AND RESPONSIBILITIES
    1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Ease or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels
    2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by these Services Terms and will be prohibited except to the extent expressly permitted by these Services Terms.
    3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Ease’s standard published policies then in effect (collectively the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Ease against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Ease has no obligation to monitor Customer’s use of the Services, Ease may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
    4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
  3. CONFIDENTIALITY; PROPRIETARY RIGHTS
    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Ease includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Ease to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law or other legal process.
    2. Customer shall own all right, title and interest in and to the Customer Data. Ease shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto and (b) all intellectual property rights related to any of the foregoing. Customer warrants to Ease that it has the legal right to have and use all Customer Data in accordance with all applicable laws and regulations (including, without limitation, the use of any Customer Data in connection with the Services.
    3. Notwithstanding anything to the contrary, Ease shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Ease will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Ease offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
  4. PAYMENT OF FEES
    1. Customer will pay Ease the then applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of these Services Terms), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Ease reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Ease has billed Customer incorrectly, Customer must contact Ease no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Ease’s customer support department.
    2. Ease may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Ease thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Ease’s net income.
  5. TERM AND TERMINATION
    1. Subject to earlier termination as provided below, these Services Terms are for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
    2. In addition to any other remedies it may have, either party may also terminate these Services Terms upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party breaches any of these Services Terms. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Ease will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Ease may, but is not obligated to, delete stored Customer Data. All sections of these Services Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
  6. WARRANTY AND DISCLAIMER
    1. Ease shall use reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Ease or by third-party providers, or because of other causes beyond Ease’s reasonable control, but Ease shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Ease does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND EASE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  7. THIRD PARTY SITE LINKS
    1. The Services may provide links that allow Customer to leave Ease’s website and/or access third party websites. Linked sites in many cases are not under the control of Ease and Ease is not responsible for the contents of any linked site or any link in a linked site, or any changes or updates to such sites. Ease is not responsible for webcasting or any other form of transmission received from any linked site. Ease provides these links as a convenience and the inclusion of any link does not imply endorsement by Ease of the applicable sites.
  8. LIMITATION OF LIABILITY
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EASE AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE SERVICES TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND EASE’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO EASE FOR THE SERVICES UNDER THESE SERVICES TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT EASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  9. MISCELLANEOUS
    1. If any provision of these Services Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Services Terms will otherwise remain in full force and effect and enforceable. These Services Terms are not assignable, transferable or sublicensable by Customer except with Ease’s prior written consent. Ease may transfer and assign any of its rights and obligations under these Services Terms without consent. These Services Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Services Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Services Terms and Customer does not have any authority of any kind to bind Ease in any respect whatsoever. In any action or proceeding to enforce rights under these Services Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Services Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These Services Terms shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any judicial proceeding brought against any of the parties to these Services Terms on any dispute arising out of these Services Terms or any matter related hereto shall be brought solely in the appropriate state or Federal courts located in Orange County, California (provided that Ease, notwithstanding the foregoing, may elect to pursue its rights and remedies in another forum if it so desires). Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the in personam jurisdiction of the state and Federal courts sitting in Orange County, California, in each case with respect to any action or proceeding arising out of or relating to these Services Terms (provided, however, that Ease reserves the right to select another jurisdiction in which to seek redress of any claims if it so determines). Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to these Services Terms in any such court. Each party hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The provisions of this Section shall survive the termination of these Services Terms.