Master Services Agreement

Master Services Agreement

This Master Services Agreement ("Agreement") outlines the terms and conditions governing the use of the OOMAX Software as a Service ("SaaS") products and services (collectively, the "Services") offered by OOMAX Pro Software Inc. ("OOMAX", "we", "us", or "our"), a British Columbia, Canada corporation, to you ("Client", "you", or "your").

1. Acceptance of Terms

By accessing and using the Services, you agree to be bound by the terms of this Agreement. OOMAX reserves the right to update these terms at any time by posting the revised version online. Your continued use of the Services after the revised terms are posted constitutes your acceptance of the revised terms.

2. Services

2.1. OOMAX provides a variety of SaaS products and services as described on its website and associated materials. Specific details regarding the functionalities and features of each service will be readily available on the OOMAX website or within the service itself.
2.2. Access to and use of the Services are subject to the execution of a specific Statement of Work ("SOW") for each engagement. The SOW will detail the specific Services chosen, pricing, timelines, and any other relevant terms for that particular engagement.

3. Client Responsibilities

3.1. To access and use the Services, you are responsible for:

  • Providing accurate and complete registration information.
  • Maintaining the security of your account credentials.
  • Complying with all applicable laws and regulations while using the Services.
  • Cooperating with OOMAX in the performance of the Services and providing necessary information and materials promptly.
  • Ensuring your users comply with the terms of this Agreement.
  • Maintaining a secure environment for your access to and use of the Services.
4. Fees and Payment

4.1. The Services are offered on a monthly subscription basis. Specific fees for each service will be listed on the OOMAX website or within the individual service offering.
4.2. You agree to pay the applicable monthly fees for the Services you choose. Payment methods and billing cycles will be established during the SOW execution process.
4.3. Late payments will be subject to a late fee of [percentage]% per month (or the highest rate permitted by law, whichever is lower).

5. Term and Termination

5.1. This Agreement commences upon your access and use of the Services and remains in effect until terminated by either party.
5.2. You may terminate your use of the Services at any time by following the cancellation procedures outlined within the service itself or by contacting OOMAX customer support.
5.3. OOMAX may suspend or terminate your access to the Services for cause, such as violation of this Agreement, non-payment of fees, or any illegal or unauthorized activity.

6. Intellectual Property

6.1. OOMAX retains all right, title, and interest in and to the intellectual property rights associated with the Services.
6.2. You are granted a non-exclusive, non-transferable license to access and use the Services in accordance with this Agreement.

7. Confidentiality

7.1. Each party agrees to hold in confidence all Confidential Information of the other party disclosed during the course of using the Services. "Confidential Information" means any information designated as confidential or that, by the nature of the circumstances surrounding the disclosure, ought to be treated as confidential.
7.2. The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose other than the authorized use of the Services.

8. Warranties and Disclaimers

8.1. OOMAX warrants that the Services will be provided in a professional and workmanlike manner in accordance with industry standards.
8.2. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND OOMAX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. THE MAXIMUM AGGREGATE LIABILITY OF OOMAX UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO OOMAX HEREUNDER DURING THE [Number] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British British Columbia, Canada, without regard to its conflict of laws principles.

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the Canadian Arbitration Association ("CCA"). The arbitration shall be held in Vancouver, British Columbia, and you and OOMAX agree to waive any objection to the venue of such arbitration. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

12. Entire Agreement

This Agreement constitutes the entire agreement between you and OOMAX regarding your use of the Services.

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

14. Updates to the Agreement

OOMAX reserves the right to update this Agreement at any time by posting the revised version online. Your continued use of the Services after the revised Agreement is posted constitutes your acceptance of the revised terms.

15. Contact Us

If you have any questions about this Agreement, please contact us on our Support Portal