OfficeSync Company - Wireless file transfer and management service.

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Terms of Service

IMPORTANT - READ CAREFULLY: The OfficeSync service (the "Service") is owned and operated by MicroSurvey Software Inc., ("MicroSurvey"), and is provided to your company ("You") under the terms and conditions of these MicroSurvey Terms of Service ("Terms"),

1. DESCRIPTION OF SERVICE. The Service provided by MicroSurvey allows You to wirelessly transfer data files between your hand-held devices and Personal Computers (“Systems”) via the OfficeSync Gateway (“Gateway”) as determined and designated by You. MicroSurvey agrees to make available to the Customer wireless data transfer services (via digital CDMA) in the available coverage areas during the Service Period on the terms and conditions set out below and in the signed Service Agreement between the Customer and MicroSurvey Software Inc.

2. REGISTRATION. To use the Service, You must complete an OfficeSync Service Agreement, (the "Registration"), which is available from MicroSurvey. As part of the registration process for the Service, You agree to: (1) provide certain limited information about You (such information to be current, complete and accurate) and (2) maintain and update this information as required to keep it current, complete and accurate. The information requested in the Registration shall be referred to as registration data ("Registration Data"). If MicroSurvey discovers that any of Your Registration Data is inaccurate, incomplete or not current, MicroSurvey may terminate Your right to access and receive the Service immediately upon notice. MicroSurvey will evaluate the registration application in good faith and will notify You in a timely manner regarding acceptance or rejection. MicroSurvey may reject a registration application if it determines, in its sole discretion, that the user is not an appropriate subscriber or user of the Service. MicroSurvey reserves the right to refuse the Service to any user who has canceled any number of previous Service accounts. MicroSurvey need not provide a reason for its rejection. If MicroSurvey rejects Your application, then You may reapply and MicroSurvey will reconsider the application. You may not register for this Service if You are under 18 years of age. By registering for this Service You represent to MicroSurvey, that You are 18 years of age or older. Upon acceptance of this agreement and completion of the registration process You will have opened an account with MicroSurvey and will become a subscriber to the OfficeSync Service.

3. SERVICES (a) Description of Service. OfficeSync provides the registered user with access to the OfficeSync Gateway from any System. MicroSurvey makes the OfficeSync Service available under a number of different service plans. Service plans specify monthly usage expectations in terms of data transfers in total accumulated megabytes (MB), total number of transfers, or combination thereof, for the month. Customer may exceed the transfers specified in their plan but overage charges will apply. Please confirm that the plan for which You are registering meets Your needs. Unused MB or transfer counts can not be carried forward.

To use the Service you will need to install the OfficeSync software (“Software”) to each hand-held device or PC that you would like to transfer files to and from. Each PC that you wish to use must also maintain a connection with the Internet in order to access the service. Hand-held devices and mobile computers will automatically establish an Internet connection as required via a digital connection using the OfficeSync Field Kit (modem).

(b) Wireless Service Availability. MicroSurvey makes no warranties or assurances of service or network availability at any time. Wireless Service is only available within the operating range of the wireless systems and equipment available to OfficeSync customers. Wireless service uses radio technologies and is subject to transmission and service area limitations and interruptions caused by atmospheric, topographical, or environmental conditions, cell site availability, Equipment or its installation, governmental regulations, system limitations, maintenance, or modifications, or other conditions or activities affecting Wireless Service operation including, but not limited to, power failure, national emergency, acts of God, strikes, other labor disturbance, fire, terrorism, riots, war, earthquakes, tsunamis, or any other causes beyond MicroSurvey’s reasonable control. Network and digital service may not be available in all areas.

(c) Fees and Payments. At the end of the term, your service will be renewed automatically for a further term equal in length to the current contract term, unless either party gives written notice of non-renewal of the Agreement at least 30 days prior to the expiry of the current term. Cancellation instructions are specified in the Service Agreement. If there are any annual, monthly or similar periodic fees for Your Service, these fees will be billed automatically to the credit card designated on the signed Service Agreement, or subsequently designated to MicroSurvey at the start of the Service period and at the start of each renewal period, unless You terminate Your Service before the relevant period begins. You agree to pay or have paid all fees and charges incurred in connection with Your Service (including any applicable taxes) at the rates in effect when the charges were incurred. All fees and charges are nonrefundable. MicroSurvey may change the fees and charges then in effect, or add new fees or charges, by giving You notice in advance. All fees and charges incurred in connection with Your company account will be billed to the credit card designated on the registration form for OfficeSync or subsequently designated to MicroSurvey. You also are responsible for any fees or charges incurred while transferring files via the Gateway through an Internet access provider or other third party service if not using the OfficeSync Field Kit. YOU, AND NOT MicroSurvey, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU. This Agreement is personal to You, and You may not assign Your rights or obligations to anyone.

(d) Credit Cards. As a condition to your right to use the Service, You must provide us with a valid credit card number belonging to you with available credit sufficient to pay the applicable Service Fees. In the event that you cancel this credit card or it is otherwise terminated, you must immediately provide us with a new valid credit card number. You authorize MicroSurvey, from time to time, to undertake steps to determine whether the credit card number you have provided to us is a valid credit card number. In the event that you do not provide us with a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, you will be in violation of this Agreement, and we may terminate this Agreement with You. MicroSurvey does not accept debit cards for payment of Service Fees.

4. USER CONDUCT AND PROPRIETARY RIGHTS (a) Services must be used for Your own business activities and may not be resold. Your right to use the Service is personal to You. You may be either an individual or a corporation or business entity, but You agree not to resell the use of the Service, any downloadable software or other materials or any information obtained by You without the express written consent of MicroSurvey.

(b) Conduct. You are solely responsible for the content of Your transmissions through the Service. MicroSurvey does, however, reserve the right to take any action with respect to the Service that MicroSurvey deems necessary or appropriate in MicroSurvey's sole discretion if MicroSurvey believes You or Your transmissions or use of the Service may create liability for MicroSurvey. Your use of the Service is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree: (1) to comply with all Canadian or United States laws (as the case may be), rules and other regulations applicable in connection with the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; (4) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (5) not to transmit through the Service, through Feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You will not attempt to gain unauthorized access to other computer systems and You will not interfere with another user's use and enjoyment of the Service.

(c) Proprietary Rights. In accordance with Your authorized use of the Service, MicroSurvey grants You a limited license to use the Software solely in connection with the Service offered by MicroSurvey. You acknowledge that the Software installed in connection with the Service is proprietary to MicroSurvey and may be protected by copyrights, trademarks, product marks, patents or other proprietary rights and laws; therefore, You are only permitted to use this Software as expressly authorized by the Service and these Terms. Further, OfficeSync, MicroSurvey and the MicroSurvey logo, and other names, logos, icons and marks identifying MicroSurvey's products and services are trademarks of MicroSurvey and may not be used without the prior written permission of MicroSurvey. All other product names mentioned are used for identification purposes only and may be trademarks of their respective holders. You may not copy, reproduce, distribute or create derivative works of this Software without expressly being authorized to do so by MicroSurvey. Further, You may not reverse engineer, decompile, alter, modify, disassemble or otherwise attempt to derive source code from the Software. All rights not expressly granted in these Terms are reserved to MicroSurvey.

5. PRIVACY. MicroSurvey will not sell or rent Your personally identifiable information to anyone unless You expressly consent to disclosures of Your personal identification and other personal information to third parties. We may send personally identifiable information about You to third parties when: a) We have Your consent to share the information or b) We respond to subpoenas, court orders or legal processes which require us to disclose Registration Data or any information about You to law enforcement or other government officials as MicroSurvey, in its sole discretion, believes necessary or appropriate.

6. MODIFICATIONS. MicroSurvey may amend these Terms at any time by (i) posting a revised Terms of Service document on https://www.officesync.com and/or (ii) sending information regarding the Terms amendment to the email address You provide to MicroSurvey. You are responsible for regularly reviewing the https://www.officesync.com site to obtain timely notice of such amendments. You manifest intent to accept these amended terms if You continue to use Your OfficeSync account after such amended terms have been posted or information regarding such amendment has been sent to You. Otherwise, these Terms may not be amended except in writing signed by both parties. Further, MicroSurvey reserves the right to modify or discontinue the Service with or without notice to You. MicroSurvey shall not be liable to You or any third party should MicroSurvey exercise its right to modify or discontinue the Service.

7. PASSWORDS AND SECURITY. As part of the registration process, You will use Your company’s name as Your Company Name and You will choose Your User IDs and passwords for access to this account and to Your designated computers. You agree to carefully safeguard all of Your passwords. You are solely responsible if You do not maintain the confidentiality of passwords and account information. Furthermore, You are solely responsible for any and all activities that occur under Your account. You agree to immediately notify MicroSurvey of any unauthorized use of Your account or any other breach of security known to You, including if You believe that Your password or account information has been stolen or otherwise compromised.

8. TERMINATION. MicroSurvey may immediately terminate Your Account and right to use the Service if (a) You breach these Terms; (b) MicroSurvey is unable to verify or authenticate any information You provide to MicroSurvey; (c) such information is inaccurate; or (d) MicroSurvey decides, in its sole discretion, to discontinue offering the Service. MicroSurvey shall not be liable to You or any third party for termination of the Service. You may terminate Your Account in writing to MicroSurvey and end Your use of the Service at any time, for any reason or for no reason. A cancellation fee will apply as specified in the Service Agreement. Upon termination of Your account, You shall remain liable for all fees incurred or accrued by You. Upon expiration or termination for any reason, You are no longer authorized to use the Service or Software. When this Agreement is terminated and/or Your Account is canceled, You will no longer have access to data and other material You have stored on the Gateway and that material may be deleted by MicroSurvey.

9. Maintenance and Updates. You understand that MicroSurvey may update the Software at any time, but is under no obligation to inform You of or furnish to You any such updates. This Agreement does not grant You any right, license or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the Software or supporting documentation. To the extent that MicroSurvey supplies any updates to You, such updates will be deemed to be subject to the terms of this Agreement unless MicroSurvey indicates otherwise. MicroSurvey reserves the right to charge fees for any future versions of, or updates to, this Software.

10. DISCLAIMER OF WARRANTIES. MICROSURVEY IS NOT THE MANUFACTURER OF THE EQUIPMENT. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND EQUIPMENT IS PROVIDED ON AN "AS IS" BASIS. MICROSURVEY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MICROSURVEY MAKES NO WARRANTY THAT THE SERVICE OR EQUIPMENT WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES MICROSURVEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MICROSURVEY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL MICROSURVEY OR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF MICROSURVEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MICROSURVEY's LIABILITY TO YOU OR ANY THIRD PARTY IS LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. INDEMNITY. You hereby agree, at Your expense, to indemnify, defend and hold MicroSurvey harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; (b) any fraud or manipulation, or other breach of these Terms by You; or (c) any third-party claim, action or allegation brought against MicroSurvey arising out of or relating to a dispute between its users over the terms and conditions of a contract or related to the purchase and sale of any services.

13. GENERAL TERMS. These Terms are governed in all respects by the laws of the Province of British Columbia (BC) as such laws are applied. Both parties submit to personal jurisdiction in British Columbia and further agree that any cause of action relating to these Terms shall be brought in the Provincial Court of BC, 1355 Water Street, Kelowna, BC. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. MicroSurvey's failure to act with respect to a breach by You does not waive MicroSurvey's right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. This Agreement shall inure to the benefit of and be binding upon each party's successors and assigns. MicroSurvey shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond MicroSurvey's reasonable control. Unless otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be delivered (i) by hand; (ii) by registered or certified mail, postage prepaid and return receipt requested to the address provided by the other party, or to such other address as a party may designate by written notice in accordance with this Section 12; (iii) by overnight courier or (iv) by electronic mail with confirming letter mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered. These Terms constitute the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations and discussions between the parties, whether written or oral.

You understand and agree that You are solely responsible for periodically reviewing the Terms of Service.

MicroSurvey® is registered in the U.S. Patent and Trademark Office by MicroSurvey Software Inc. OfficeSync® is registered in the U.S. Patent and Trademark Office by MicroSurvey Software Inc.

MicroSurvey OfficeSync was created by MicroSurvey Software Inc.