This End-User License Agreement (“Agreement”) governs the relationship between M Square Business Solutions Inc. Q Academy Limited, its affiliates, subsidiaries, and group entities (“Company,” “We,” “Us,” or “Our”) and You (“User,” “You,” or “Your”) concerning the use of Our Learning Management System (“LMS”) and related software, services, and materials (collectively, the “Service(s)”).

By accessing or utilizing the Services, You acknowledge and agree to be bound by the terms and conditions set forth herein. If You do not agree to these terms, You must refrain from using the Services.

Acceptance of Terms

By selecting “I Agree” or otherwise accessing the Services, You explicitly accept and agree to be bound by this Agreement. You may not access or use the Services if:

• You have been previously barred, suspended or prohibited from using the Services by Us;
• You are prohibited by applicable law from using the Services; or
• You do not meet the eligibility criteria set forth in this Agreement..

If You are using the Services on behalf of an organization, You represent and warrant that You have the requisite authority to bind the organization to the terms of this Agreement. Your acceptance of this Agreement constitutes a legally binding commitment on both You and the organization You represent.

Eligibility and Authorized Use

You may use the Services only if You:

• are at least 18 years old or have obtained the necessary consent from a parent or legal guardian;
• possess the legal capacity to enter into a binding agreement; and
• are a registered User in good standing and acting in compliance with this Agreement.

Users under 18 years must ensure their parent or guardian has reviewed and accepted the terms of this Agreement on their behalf.

Nature of Business and Data Processing

To facilitate the provision of the Services, We may process User data, including confidential information and intellectual property. By accessing the Services, You:

• acknowledge and consent to the collection, processing, and storage of Your data for the sole purpose of Service delivery;

• grant us the Us the right to process Your data in compliance with applicable data protection laws and regulations.

Licensing Terms

Grant of License. Subject to Your compliance with the terms and conditions set forth in this Agreement, the Company hereby grants You a limited, non-exclusive, non-transferable, and revocable license to access and use the Services for Your personal or internal business purposes only. This license allows You to use the Services in the manner intended by the Company, within the scope and restrictions outlined in this Agreement. This license does not grant You any ownership rights in the Services or any associated intellectual property.

By using the Services, You acknowledge that the Services, including any software, code, and content, remain the exclusive property of the Company or its licensors, and are protected by applicable intellectual property laws. This means that the rights granted to You under this Agreement are strictly limited to the use of the Services, and no ownership of the underlying intellectual property is transferred to You.

Restrictions on Use. As a condition of this license, You agree to the following restrictions regarding Your use of the Services:

• No Redistribution or Resale: You may not distribute, lease, sublicense, sell, or otherwise transfer access to the Services, in whole or in part, to any third party, without the express prior written consent of the Company. This includes, but is not limited to, selling subscriptions, creating unauthorized access points, or sharing access with others who are not authorized under this Agreement. You shall not use the Services in a manner that exceeds the agreed scope of use, including but not limited to the restriction of a single-user login per IP address (unless explicitly authorized for multi-device access).
• Scope of Use: You may only use the Services for the intended personal or internal business purposes as agreed with the Company. Any usage that exceeds the scope of the authorized use, such as using the Services for commercial redistribution or sublicensing, is prohibited unless explicitly authorized by the Company.
• Single-User Login: The Services are licensed for use by a single user, and as such, You agree not to share your login credentials or provide access to others who are not authorized. If You are using the Services under a multi-user or enterprise plan, You agree to comply with any specific terms related to multi-user access, as detailed in this Agreement or any supplementary agreements.
• Restrictions on Reverse Engineering: You are not permitted to reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services or any associated software.

License Revocation. The Company reserves the right to revoke or terminate this license at any time, without notice, if You breach any of the terms of this Agreement. Upon such termination, You must immediately cease all use of the Services and destroy any copies or materials derived from the Services. The Company’s decision to revoke or terminate the license will not affect any other legal rights or remedies that may be available to the Company under applicable law.

No Transfer of Ownership or Intellectual Property Rights. The license granted to You under this Agreement is non-transferable. You may not assign, sublicense, or otherwise transfer any rights or obligations under this Agreement to any third party. The Company retains all rights, title, and interest in and to the Services and any related intellectual property, including but not limited to trademarks, copyrights, and patents. You acknowledge that nothing in this Agreement transfers any intellectual property rights or ownership of the Services to You.

Third-Party Integrations and Services. The Services may include integrations with third-party software, tools, or services. By using these third-party integrations, You acknowledge and agree to the terms of service and privacy policies of these third-party providers. The Company is not responsible for the practices, actions, or content of any third-party providers and makes no representations regarding the compatibility, performance, or security of third-party services. You use these third-party services at your own risk, and the Company disclaims any liability arising from Your use of or reliance on such services.

No Endorsement of Third-Party Services. The inclusion of third-party services or integrations in the Services does not imply endorsement or support from the Company. The Company is not responsible for the performance or availability of these third-party services, and You agree that any issues with third-party services should be directed to the respective provider. The Company does not guarantee that these third-party services will meet your requirements, function without interruptions, or be error-free.

The restrictions on use of the Services outlined in this section, including but not limited to prohibitions on redistribution, resale, reverse engineering, and unauthorized access, shall survive the termination or expiration of this Agreement.

Account Registration and Security

Account Registration. In order to access and use the Services, You may be required to create a user account by completing a registration process. As part of the registration, You will be asked to provide certain personal information, including but not limited to Your name, email address, phone number, and other details necessary for the creation and maintenance of Your account. By registering for an account, You acknowledge that:

• You are responsible for ensuring that the information you provide during the registration process is accurate, complete, and up-to-date. It is essential that You keep Your account information current in order to avoid any interruptions or issues with accessing the Services.
• You represent that all information provided by You during registration is truthful and that You have the legal right to use the information provided. Misleading, false, or incomplete information may result in the suspension or termination of Your account.

Account Credentials and Security. Once You have registered, You will be assigned or asked to create account credentials, including a username and password, to access and use the Services. You agree to:

• Maintain the Confidentiality of Your Account Information: You are responsible for maintaining the confidentiality of Your account credentials, including Your username and password. You agree not to share, disclose, or distribute Your account credentials to any third party without the Company’s prior written consent. You must take all reasonable precautions to prevent unauthorized access to Your account, such as using a strong password.
• Prevent Unauthorized Access: You agree to prevent anyone else from gaining unauthorized access to Your account to protect the integrity of Your account. You should promptly change Your account password if You suspect that Your account credentials have been compromised.
• Responsibility for Security: While we will take reasonable steps to ensure the security of the Services, You acknowledge that no system is completely secure, and You accept responsibility for any unauthorized access to Your account resulting from Your failure to keep Your credentials confidential or to maintain proper security measures.

Notification of Unauthorized Use. If You suspect or become aware of any unauthorized use or access to Your account, or if You believe Your account credentials have been compromised in any way, You agree to immediately:

• Notify Us: You will promptly inform the Company by contacting our support team at info@msmunify.com  about any unauthorized access to or use of Your account. This will help us take appropriate action to protect Your account and other users from potential harm.
• Cooperate with Investigations: You agree to cooperate fully with the Company in any investigation regarding unauthorized access or use of Your account. This may include providing us with any information, logs, or details requested to assist in resolving the issue.

Responsibility for Account Activity. You acknowledge and agree that You are solely responsible for all activities conducted under Your account, whether or not such activities were authorized by You. This includes, but is not limited to: 

• All User Content: Any content that is uploaded, created, or submitted using Your account, including files, data, communications, or other materials, will be treated as though it was submitted by You.
• Third-Party Access: If You grant third parties access to Your account or share Your account credentials, You remain fully responsible for all activities conducted by those third parties under Your account. You are also responsible for any actions that may arise from such third-party access.
• Account-Related Charges: Any fees or charges associated with the use of the Services, including but not limited to paid features, subscriptions, or third-party services, will be Your responsibility, even if they were incurred without Your express consent, as long as the activities occurred under Your account credentials.

Account Termination or Suspension. If we determine, at our sole discretion, that Your account has been compromised or is being used in an unauthorized manner, we may temporarily suspend or permanently terminate access to Your account to prevent further unauthorized activity. In such cases, we may require You to take certain steps to secure Your account, including resetting Your password or providing additional verification before restoring access. You agree that the Company has no liability for any loss or damage arising from Your failure to comply with the security requirements or from any unauthorized use of Your account, regardless of whether such use was authorized by You.

Account Recovery and Password Resets. In the event that You forget your password or need to recover Your account, we may offer an account recovery process through email or other authentication methods. You agree to provide accurate and truthful information to assist with this process, and You understand that the Company is not responsible for any failure to recover Your account if the recovery process is hindered by inaccurate or incomplete information provided by You.

Security Features. The Company may implement additional security features to help protect Your account. While these features provide an added layer of security, You acknowledge that no security system is entirely invulnerable. You agree to use these security features as instructed and to promptly inform us if You suspect that any such feature has been bypassed or compromised.

Intellectual Property Rights

All intellectual property rights in and to the Services, including but not limited to the software, code, content, designs, graphics, logos, reports, methodologies, trademarks, and all related materials (collectively referred to as “Intellectual Property”), are exclusively owned by the Company or its licensors. These Intellectual Property rights are protected by applicable copyright, trademark, and other intellectual property laws and treaties worldwide.

By accessing or using the Services, You acknowledge and agree that:

• The Company Retains Full Ownership: Except for the limited rights granted to You under this Agreement, You do not acquire any ownership or rights in the Intellectual Property of the Services. Your use of the Services does not give You any title, ownership, or rights to the Intellectual Property contained therein.
• No Transfer of Rights: This Agreement does not grant You any rights, title, or interest in any of the Company’s Intellectual Property except for the limited license to access and use the Services for personal or internal business purposes, as expressly stated in Section 4 (Licensing Terms).

Restrictions on Use of Intellectual Property. You are expressly prohibited from engaging in the following activities, unless specifically authorized in writing by the Company:

• Copying or Replicating: You may not copy, reproduce, distribute, or display any part of the Services, including any of the Intellectual Property contained therein, except as necessary for your personal use or internal business purposes under the scope of the license granted in Section 4.
• Modifying or Creating Derivative Works: You may not modify, adapt, translate, reverse-engineer, decompile, disassemble, or otherwise create derivative works of the Services or any part of them, including any underlying code or software. This includes creating any work based on the functionality, design, or structure of the Services that is intended to replicate or compete with the Services.
• Reverse Engineering: You are prohibited from attempting to derive the source code or underlying structure of the Services, whether through reverse engineering, disassembly, decompiling, or any other method, unless expressly permitted by applicable law or granted by the Company.
• Unauthorized Access: You shall not attempt to gain unauthorized access to any part of the Services, including but not limited to server or database access, or attempt to circumvent any security features or restrictions in place.

Use of Trademarks. You may not use any of the Company’s trademarks, service marks, logos, or branding elements in any form without the prior written consent of the Company. This includes using such marks in any advertising, promotional materials, or other business ventures that could cause confusion or misrepresentation of the relationship between You and the Company.

Ownership of User Content. You retain ownership of any content that You upload, create, or submit using the Services (“User Content”), including text, images, videos, or other materials. However, by submitting User Content, You grant the Company a non-exclusive, royalty-free, worldwide, transferable, and sublicensable license to use, store, modify, display, distribute, and otherwise exploit the User Content in connection with the operation, enhancement, and marketing of the Services. This license is granted for as long as the User Content remains part of the Services or is used for marketing, promotional, or operational purposes related to the Services.

Feedback and Suggestions. We value and encourage feedback, ideas, and suggestions from our users to help improve the Services. If You provide any feedback, suggestions, or ideas (“Feedback”) regarding the Services, You agree that:

• Exclusive Ownership of Feedback: Any Feedback You provide shall become the exclusive property of the Company. By providing Feedback, You assign all rights, title, and interest in the Feedback to the Company, and You waive any claims for compensation, royalties, or recognition regarding the use of such Feedback.
• No Obligation to Act on Feedback: The Company is not obligated to implement or use any Feedback You provide. However, We may choose, at Our sole discretion, to incorporate such Feedback into future versions of the Services, with or without prior notice to You.
• Use of Feedback Without Compensation: You acknowledge that the Company may use, disclose, or incorporate the Feedback into its products, services, or operations without compensation to You, and that You will have no further rights to the Feedback once provided.

Third-Party Content and Licensing. The Services may include third-party content, software, or tools that are licensed to the Company. These third-party materials may be subject to separate terms and conditions, and You are bound by those terms when using the third-party content. The Company does not own the intellectual property rights to these third-party materials, but we provide them as part of the Services. Please review any applicable third-party licenses or terms before using such materials.

Infringement of Intellectual Property Rights. If You believe that any of Your intellectual property rights have been infringed upon by the Services or any other user of the Services, You may submit a notice of infringement to Us in accordance with applicable copyright or intellectual property laws. We will investigate any such claims and take appropriate action, including removal of infringing content, if necessary.

Retention of Rights. The Company retains all rights, titles, and interests in the Intellectual Property associated with the Services, including any modifications, updates, or improvements to the Services that We may make from time to time. Except for the limited rights granted to You under this Agreement, You agree not to use, sell, distribute, or otherwise exploit any of the Company’s Intellectual Property.

User Content, Data Ownership, and Confidentiality

Data Ownership and Privacy. We are committed to safeguarding your privacy and the security of your personal data. When using the Services, you may be required to provide personal information such as your name, email address, and other details, as well as any data related to your use of the Services. By using the Services, you acknowledge and consent to the following:

• Personal Data Collection and Processing: We collect, store, and process your personal data in accordance with our Privacy Policy. This includes the data you provide during account creation, usage patterns, and any interactions with the Services. The Company will take reasonable measures to ensure that your personal data is processed securely and in compliance with applicable privacy laws and regulations.

• Consent to Data Processing: By continuing to use the Services, you consent to the collection, use, and processing of your personal data as described in the Privacy Policy. This may include using your data for purposes such as improving the Services, sending you notifications, analysing usage patterns, and other activities that enhance the User experience.
• No Third-Party Access Without Consent: The Company will not share Your personal data with third parties, except as outlined in the Privacy Policy or when required by law. However, we may engage third-party service providers to assist in operating the Services. These third-party providers may have access to Your data in the course of providing their services. We will ensure that such third parties are bound by confidentiality agreements and comply with data protection standards.

Data Loss and Security. While the Company takes all reasonable precautions to protect your User Content and personal data, please be aware that:

• Backup Responsibility: You are solely responsible for maintaining copies or backups of your User Content. The Company will not be liable for any loss or damage to User Content, whether due to technical failures, unauthorized access, or other circumstances, and it is your responsibility to ensure your data is adequately backed up.
• Security Measures: The Company uses industry-standard security measures, including encryption and access control mechanisms, to protect the confidentiality and integrity of your personal data and User Content. However, no security system is completely foolproof. We cannot guarantee that unauthorized third parties will not gain access to your data.

Third-Party Integrations and Data Handling. The Services may include integrations with third-party services, such as payment processors, cloud storage providers, or other service providers (“Third-Party Services”). You acknowledge and agree that:

• Third-Party Terms: Any data you provide to these third-party services may be subject to their own terms of service and privacy policies. We encourage you to review the terms and policies of such third-party providers before interacting with their services.
• Company’s Liability: While the Company will make reasonable efforts to ensure that third-party integrations comply with applicable data protection laws, we shall not be held liable for any data breaches, losses, or security issues arising from the use of third-party services. The Company disclaims any responsibility for data handling practices, security measures, or breaches occurring within such third-party platforms.

Confidentiality of Your Data. We are committed to maintaining the confidentiality of your User Content and personal data. Except as expressly permitted in this Agreement, the Company will not disclose your User Content or personal data to any third party without your prior consent, except where required by law or as necessary to provide the Services (e.g., when using third-party service providers). In the event you share sensitive or proprietary information with the Company (such as business strategies, proprietary learning materials, etc.), We agree to handle such information in a confidential manner and take appropriate steps to ensure its protection. This confidentiality obligation does not extend to information that is publicly available or that the Company can demonstrate was obtained independently.

User Responsibilities and Liabilities. You are responsible for ensuring that your User Content does not infringe upon the rights of others or violate any applicable laws. If the Company receives any legal notice or claim that your User Content violates the rights of a third party, you agree to fully cooperate in resolving such claims. You will indemnify the Company for any losses, liabilities, damages, or expenses arising from such claims.

User Obligations and Prohibited Activities

Lawful Use of Services. You agree to use the Services only for lawful purposes, in strict compliance with all applicable laws, regulations, and rules governing your conduct. You are responsible for ensuring that your use of the Services does not infringe upon the rights of others or violate any local, state, national, or international laws. You must not use the Services in any manner that could cause harm or disruption to the Company, other users, or third parties.

Compliance with the Agreement. By using the Services, you acknowledge that you must adhere to all terms and conditions set forth in this Agreement, as well as any supplementary guidelines, notices, or instructions made available by the Company. This includes, but is not limited to, complying with any restrictions or technical measures such as robots.txt files or other tools that regulate access to or data scraping from the Services. You agree not to bypass, interfere with, or disable these mechanisms, and to respect any limitations on access to the Services imposed by the Company. 

Prohibited Use of Scripts, Bots, or Web Crawlers. You agree not to use automated tools, including but not limited to scripts, bots, web crawlers, or similar technologies, to access, collect, scrape, or index data from the Services without the prior written consent of the Company. The use of such tools to harvest content or data from the Services is strictly prohibited. This includes, but is not limited to, using these tools to extract, duplicate, or harvest User Content, personal data, or any other content provided through the Services, whether for commercial or non-commercial purposes.

Prohibited Content. You shall not submit, transmit, or otherwise make available any content that:

• Is Unlawful or Harmful: Content that violates any applicable law, regulation, or ordinance, or that infringes upon the rights of any person or entity, including but not limited to privacy, intellectual property, and proprietary rights.
• Is Defamatory, Obscene, or Offensive: Content that is defamatory, libelous, obscene, offensive, harassing, or otherwise inappropriate, including content that could reasonably be considered offensive to a person or group based on race, religion, gender, sexual orientation, or other protected categories.
• Encourages Criminal Conduct: Content that advocates, promotes, or otherwise encourages criminal activities, including but not limited to theft, fraud, hacking, or any illegal behaviour.
• Is Threatening or Violent: Content that threatens or promotes harm to individuals or groups, or that incites violence, terrorism, or other dangerous activities.

Any such content may result in the immediate removal of your User Content and termination of access to the Services.

Damage to Services. You agree not to use the Services in any way that could damage, disable, impair, or overload the Services, including any features or functionalities provided. You must not attempt to interfere with the proper operation of the Services, whether by overloading the systems, attempting to crash servers, or any other form of interference that disrupts or diminishes the performance or accessibility of the Services. This includes actions that disrupt the normal flow of data, prevent other users from accessing or enjoying the Services, or hinder the ability of others to engage in activities on the LMS.

Interference with Other Users. You agree not to use the Services to harm, harass, or interfere with other users. This includes any attempts to invade or bypass the privacy of other users, use the Services to send spam or unsolicited messages, or otherwise disrupt other users’ access to the Services.

Violating Intellectual Property Rights. You shall not use the Services in any way that infringes or misappropriates the intellectual property rights of others, including the unauthorized use of trademarks, copyrighted content, patents, or trade secrets. This includes the unauthorized downloading, distribution, or copying of content available through the Services, or the creation of derivative works based on the Services or other users’ content without explicit permission.

Fraudulent and Harmful Activities. You agree not to use the Services for any fraudulent, harmful, or malicious activity, including but not limited to:

• Phishing: Attempting to deceive users into providing sensitive personal information such as passwords, credit card details, or other confidential data by pretending to be a trustworthy entity.
• Spamming: Engaging in the mass distribution of unsolicited messages or advertisements to other users or third parties via the Services.
• Distribution of Malware: Uploading, distributing, or transmitting viruses, worms, Trojan horses, ransomware, or other harmful code or malicious software that could damage or compromise the security, integrity, or functionality of the Services or the devices of other users.

Misrepresentation of Information. You agree not to misrepresent or falsify any information provided to the Company or other users of the Services. This includes providing false credentials, pretending to be someone else, or attributing content to a false source. Any act of fraud or deception that compromises the trust and integrity of the Services will result in immediate termination of access.

Consequences of Violating This Agreement. Failure to adhere to any of the terms outlined in this Section will result in immediate suspension or termination of your access to the Services, at the Company’s sole discretion. In addition, the Company may take legal action against you for any damages caused by your violation of these terms, including seeking compensation for harm caused by unlawful activities, breaches of confidentiality, or intellectual property infringements.

Fee and Payment

Certain features or functionalities of the Services may require a paid subscription or one-time payment. By subscribing to or purchasing any paid features of the Services, You agree to the pricing, payment structure, and terms provided by the Company at the time of purchase. These terms may include, but are not limited to, subscription durations (e.g., monthly, yearly), payment cycles, and any applicable discounts or promotional offers.

The Company reserves the right to modify or adjust the pricing for the Services at any time. These changes may occur in response to market conditions, changes in operational costs, or other business considerations. When the pricing is modified, We will notify You in advance of the changes via email or through notifications on the LMS. Such notifications will specify the date from which the new pricing will be applicable. You will have the option to accept the new pricing or terminate your subscription before the new prices take effect.

All payments for the Services must be made through the accepted payment methods, which may include credit or debit cards, online payment systems, or any other method the Company may designate from time to time. By selecting a payment method, You confirm that You are authorized to use that payment method and that the information You provide is accurate and up-to-date.

You are solely responsible for paying any and all applicable taxes, duties, or levies imposed by any governmental authority in relation to Your use of the Services. These taxes may include, but are not limited to, sales tax, VAT, service tax, or other similar charges. The Company may collect applicable taxes at the time of payment where required by law, but it remains Your responsibility to ensure that all required taxes are paid as part of Your total payment for the Services.

In the event that any payment is not successfully processed due to insufficient funds, incorrect payment details, or any other reason, You agree that the Company may suspend or terminate Your access to the Services until full payment is received. The Company reserves the right to charge additional fees for failed transactions or late payments, as outlined in the pricing and payment terms.

If You have subscribed to a recurring payment plan, Your subscription will automatically renew at the end of each billing cycle, unless You cancel it prior to the renewal date. You agree that the Company may charge Your chosen payment method for the renewal fee without requiring further consent from You, unless You cancel the subscription in accordance with the cancellation policy outlined in this Agreement.

Refunds for any paid features or subscriptions are subject to the Company’s refund policy, which may vary depending on the type of Service and the terms of the specific transaction. The Company may offer refunds at its discretion, and such refunds may be provided in the form of credits or back to the original payment method, subject to the applicable terms of service.

In the event of any changes to the pricing structure, the Company will communicate these changes to You at least prior to the changes becoming effective. This communication will include information on the revised pricing, the effective date of the change, and any necessary steps You must take to adjust your subscription or payment methods accordingly.

Updates and Modifications

The Company reserves the right, at its sole discretion, to modify, enhance, or update the Services, including but not limited to the addition of new features, removal of existing features, or changes to the functionality of the Services. These modifications may be made for a variety of reasons, such as improving performance, enhancing security, complying with legal requirements, or responding to user feedback. The Company is under no obligation to provide notice prior to implementing these updates, although We will make reasonable efforts to notify You of any significant changes.

You acknowledge and agree that such modifications or updates may alter the way the Services function, and that these changes may impact Your experience with the Services. The Company will not be liable for any adverse effects, including but not limited to data loss, disruptions, or compatibility issues that result from such modifications.

The Company may also update or amend this Agreement from time to time to reflect changes in the Services, legal requirements, or business practices. When We update the Agreement, We will provide notice to You either through email, through notifications within the LMS, or by posting an updated version of the Agreement on the Company’s website. The updated Agreement will indicate the date of the most recent revision.

In the event that significant changes are made to the Services or the Agreement, we will make reasonable efforts to notify You in advance, except where urgent changes are required due to legal, security, or operational reasons. Notifications may be provided via:

• email to the address associated with Your account,
• notifications within the Services interface, or/and
• updates posted on the Company’s website or LMS.

By continuing to use the Services after receiving such notifications, You consent to and accept the updated Services or Agreement.

The Company also reserves the right to discontinue or limit the availability of any part of the Services at any time, with or without notice, due to reasons such as business strategy, technical constraints, legal considerations, or other unforeseen circumstances. In such cases, the Company will make reasonable efforts to inform You, but shall not be held liable for any loss, inconvenience, or damages resulting from such discontinuation or limitation of the Services.

It is Your responsibility to ensure that Your devices, software, and systems are compatible with the updated versions of the Services. While the Company makes reasonable efforts to ensure compatibility, it is ultimately Your responsibility to maintain the proper environment to access the Services, including installing any updates or patches provided by the Company.

Termination

We may terminate or suspend your access to the Services at any time and for any reason, including if you breach any terms of this Agreement. Upon termination, your right to use the Services will immediately cease, and you must promptly stop using the Services and destroy any copies of the Services in your possession.

• You may terminate this Agreement at any time by discontinuing use of the Services and deleting your account.
• Termination may result in loss of access to your data, which we may delete post-termination.

Limitation of Liability

To the fullest extent permitted by applicable law, the Company shall not be held liable for any indirect, incidental, special, consequential, or punitive damages arising from or in connection with your use of the Services. This includes, but is not limited to, any loss of profits, loss of business opportunities, data corruption, loss of goodwill, or any other form of economic or non-economic damage, even if the Company has been advised of the possibility of such damages. In no event shall the Company be liable for any damages or loss resulting from the actions or omissions of any third-party services integrated with the Services.

Our total liability arising from or related to any claim, whether in contract, tort, or otherwise, shall be limited to the amount actually paid by you for the Services in the three (3) months immediately preceding the event that gave rise to the claim. This limitation of liability applies regardless of whether such damages were foreseeable or whether the Company was advised of the possibility of such damages.

This provision shall survive the termination of this Agreement and apply to the fullest extent allowed by applicable law.

 

Indemnification

You agree to indemnify, defend, and hold harmless the Company, its affiliates, subsidiaries, directors, employees, agents, representatives, and licensors from and against any and all claims, damages, losses, liabilities, costs, expenses (including but not limited to reasonable attorneys’ fees and costs), or judgments arising out of or in connection with:

• Your Use of the Services: Any use of the Services that violates the terms of this Agreement or any misuse of the Services that leads to legal or financial liability.
• Your User Content: Any content that you upload, submit, or create through the Services, including but not limited to any infringement of intellectual property rights, defamation, or unlawful conduct associated with your User Content. If a third party asserts that your content infringes upon its rights or is unlawful in any way, you will defend and hold the Company harmless.
• Violation of Laws or Third-Party Rights: Any breach of applicable local, state, national, or international laws, or any rights of a third party (such as intellectual property rights, privacy rights, or contract rights), resulting from your actions in relation to the Services. This includes any legal action, claim, or investigation brought by a third party against the Company due to your conduct.

The indemnification obligation includes not only the direct costs and expenses incurred by the Company but also any penalties, fines, or damages resulting from any legal proceedings or settlements arising out of your actions.

The Company reserves the right to control the defense and settlement of any claim subject to indemnification, but you shall cooperate fully in any such defense and provide all necessary assistance, including access to information and documents, to allow the Company to defend the claim.

This indemnification obligation shall survive the termination or expiration of this Agreement.

Disclaimer of Warranties

The Services are provided to you on an “as is” and “as available” basis, without any warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of third-party rights. The Company makes no representations or guarantees regarding the accuracy, reliability, completeness, or timeliness of any content, materials, or information provided through the Services.

We do not guarantee that the Services will meet your requirements, be uninterrupted, secure, or error-free, or that any defects or errors in the Services will be corrected. The Company makes no representations or warranties that the Services, including any related software, hardware, or systems, will be free of viruses, malware, or other harmful components.

Specifically, the Company does not guarantee that:

• The Services will always be available, or that they will function without disruption, delay, or errors. There may be periods of downtime for scheduled maintenance, updates, or unforeseen technical issues.
• The content provided through the Services will be free of inaccuracies, errors, or omissions. While the Company strives to provide accurate and up-to-date information, we cannot guarantee the accuracy, reliability, or completeness of such content.
• The Services will be compatible with all devices, browsers, or operating systems. The performance of the Services may vary depending on your device or network conditions.
• The Services will be free of third-party claims or disputes, including but not limited to intellectual property claims, or any claims related to unauthorized access or breaches.

Any reliance by you on the content, materials, or services provided through the Services is at your own risk. We do not endorse, guarantee, or assume responsibility for the quality, reliability, or safety of any third-party content or services linked or integrated with the Services.

The Company reserves the right to make changes to the Services, including updates, enhancements, modifications, or discontinuations, without prior notice. Any such changes may affect the performance or availability of the Services.

This disclaimer of warranties applies to the fullest extent permitted by law and supersedes any other warranties or representations, whether written, oral, or implied.

By using the Services, you acknowledge and agree that your use is at your own discretion and risk, and that the Company shall not be held liable for any damages arising from or related to your use of the Services, including any issues related to service interruptions, inaccuracies, or defects in the Services.

Governing Law and Dispute Resolution

By using the Website/Portal, you consent and agree that the Terms and Conditions of using the Website/Portal and our Privacy Policy will be construed in accordance with and governed by the laws of the province of British Columbia and of Canada. Each party irrevocably consents to the jurisdiction and venue of the courts of the province of British Columbia for the resolution of any matter arising under the Terms and Conditions or the Privacy Policy for which judicial relief is sought.

If you are dissatisfied with the Services or any aspect of this Agreement, you may contact us at info@msmunify.com. 

Miscellaneous

We reserve the right to amend these terms without prior notice. 

This Agreement constitutes the entire agreement between you and the Company regarding the Services and supersedes all prior agreements, whether written or oral.

If any provision of this Agreement is deemed invalid or unenforceable, the remainder of the Agreement will continue in full force and effect.

The Company shall not be liable for any failure or delay in performance under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, labour disputes, pandemics, governmental actions, or technical failures.

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or the right to enforce it.

You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement at any time without notice to you.

By clicking through and accepting this Agreement, you acknowledge that you have read, understood, and agreed to all of the terms and conditions outlined in this Agreement. Your ‘click-through’ acceptance serves as your electronic signature and binding agreement to abide by the rules, obligations, and provisions set forth herein. You further confirm that you have had the opportunity to review this Agreement in its entirety before accepting it.