Service Terms

Maeru Systems Llc’s inCloudERP Service Terms

Updated June 18, 2015

inCloudERP Service (“Services”) is offered by Maeru Systems Llc., and/or its subsidiaries and affiliates (referred to as "Maeru Systems Llc", "we", "our", or "us").This Maeru Systems Llc’s Agreement (the "Agreement") is entered into by and between Maeru Systems Llc Inc., a –Washington company, with offices at 15326 128th Ave NE, Woodinville, WA 98072 ("Maeru Systems Llc") and the entity agreeing to these terms ("Customer"). Review these Service Terms ("Agreement") thoroughly. This Agreement is a legal agreement between you and Maeru Systems Llc. By accepting electronically (for example, clicking “I Accept”), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.This Agreement is effective as of the date you click the "I Accept" button below or, if applicable, the date the Agreement is countersigned (the "Effective Date"). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity, please do not click the "I Accept" button below (or, if applicable, do not sign this Agreement). This Agreement governs Customer's access to and use of the Services.

 
  • AGREEMENT

    This Agreement describes the terms governing your use of the Maeru Systems Llc inCloudERP services provided to you on this website, including content, updates and new releases, (collectively, the “Services”). It includes:

    • Maeru Systems Llc's Privacy Policy provided to you in the Services available on the website or provided to you otherwise.
    • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
  • TRIAL VERSION AND BETA FEATURES

    If you registered for a trial use of the InCloudERP Service ("Trial Period"), you must decide to purchase a license to the InCloudERP Service, at the current rate, within the Trial Period in order to retain any Content that you have entered through the InCloudERP Services, created within the data file, posted or uploaded during the Trial Period. If you do not purchase a license to the InCloudERP Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the InCloudERP Service during the trial period, if you decide not to purchase the license to the full version of the InCloudERP Service, you will not be able to access or retrieve any of the data you added or created with the Services during the trial.

    From time to time, Maeru Systems Llc may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the InCloudERP Service for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and Maeru Systems Llc is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

  • PERMITTED DISCLOSURES AND USE OF DATA

    If you registered for a trial use of the InCloudERP Service ("Trial Period"), you must decide to purchase a license to the InCloudERP Service, at the current rate, within the Trial Period in order to retain any Content that you have entered through the InCloudERP Services, created within the data file, posted or uploaded during the Trial Period. If you do not purchase a license to the InCloudERP Services by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the InCloudERP Service during the trial period, if you decide not to purchase the license to the full version of the InCloudERP Service, you will not be able to access or retrieve any of the data you added or created with the Services during the trial.

    From time to time, Maeru Systems Llc may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the InCloudERP Service for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary and Maeru Systems Llc is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

  • TRIAL VERSION AND BETA FEATURES

    You acknowledge and agree that in order to provide you with access to and use of the InCloudERP Services, Maeru Systems Llc may provide your access information and account data to (i) your employee or agent who is identified in the registration data as the current system administrator for your account (the “Current Administrator”), and (ii) such other employee or agent who may be designated by you as a replacement administrator for the your account by following the procedures required by Maeru Systems Llc to effectuate such replacement. Any other person you identified as an authorized user of the InCloudERP Services will have access to the account data subject to the access permissions you or the system administrator assigned to them.

  • INCLOUDERP SERVICE USE, STORAGE AND ACCESS

    Maeru Systems Llc shall have the right, in its sole discretion and with reasonable notice posted on the InCloudERP Service site and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the InCloudERP Service and establish or change limits concerning use of the InCloudERP Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the InCloudERP Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the InCloudERP Service in a given period of time. Maeru Systems Llc reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the InCloudERP Service to which such changes relate. Your continued use of the InCloudERP Service will constitute your acceptance of and agreement to such changes. Maeru Systems Llc may, from time to time, perform maintenance upon the InCloudERP Service resulting in interrupted service, delays or errors in the InCloudERP Service. Maeru Systems Llc will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

  • YOUR RIGHTS TO USE THE SERVICES
    • The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Maeru Systems Llc. Maeru Systems Llc reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Maeru Systems Llc grants to your company a, limited, nonexclusive, nontransferable right and license to use the Services.
    • You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not.
      • Provide access to or give any part of the Services to any unauthorized third party.
      • Reproduce, modify, copy, deconstruct, sell, trade or resell the Services.
      • Make the Services available on any file-sharing or application hosting service.
  • PAYMENT

    InCloudERP Service is offered on a prepaid subscription basis. The following terms apply, unless Maeru Systems Llc or its vendor(s) notifies you otherwise in writing.

    • Payments will be billed to you by Maeru Systems Llc and/or its vendor(s) in U.S. Dollars, or other currencies which may be made available (plus any and all applicable taxes, including without limitation VAT and GST).
    • You must pay using a bank wire transfer to Maeru Systems Llc. Maeru Systems Llc bank account details to make payments will be given to you by your Maeru Systems Account Representative.
    • If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
    • Maeru Systems Llc and/or its vendor(s) will automatically renew your annual Services at the current rates, unless the Services are cancelled or terminated under this Agreement.
  • CANCELLATION

    You can cancel your inCloudERP service. Upon cancellation you will be able to access the InCloudERP Service only through the end of the subscription term... After the subscription term ends, you will not have any access to the InCloudERP Service. There are no refunds upon cancellation. Please contact Maeru Systems Llc for instructions and steps to cancel your account.

  • USE WITH YOUR MOBILE DEVICE

    Use of inCloudERP Services may be available through a compatible mobile device using Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees for SMS messages, data plans, and general usage, as well as the terms of your agreement with your mobile device and telecommunications provider.

    MAERU SYSTEMS LLC MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO.

    • THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
    • ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
    • ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.
  • YOUR COMPANY INFORMATION

    You can view Maeru Systems Llc’s Privacy Policy provided with inCloudERP Services and on the website for the Services. You agree to the applicable Maeru Systems Llc Privacy Policy, and any changes published by Maeru Systems Llc. You agree that Maeru Systems Llc may use and maintain your data according to the Maeru Systems Llc Privacy Statement, as part of the Services. You give Maeru Systems Llc permission to combine information you enter or upload for the Services with that of other users of the Services and/or other Maeru Systems Llc services. For example, this means that Maeru Systems Llc may use your and other users’ non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. Maeru Systems Llc is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.

  • CONTENT
    • You are responsible for your content

      You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services. Archive your Content frequently. You grant Maeru Systems Llc a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. You are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Maeru Systems Llc is not responsible for the Content or data you submit through the Services.

      You agree to the following Acceptable Use Policy and not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to.

      • Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
      • Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
      • Invade anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as passwords, account information, credit card numbers, addresses, or other contact information without their knowledge and consent.
      • Attempt to gain unauthorized access to a Service, acting to deny others access to a Service, or authorize any third party to access or use the Services on your behalf (such as anyone without a license or reveal to anyone your username and password).
      • Use any automated process or service to access or use the Services such as a BOT, a spider or periodic caching of information stored by Maeru Systems Llc.
      • Except as permitted by Maeru Systems Llc in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
      • Virus, Trojan horse, worm or other disruptive, harmful, or malicious software or data;
      • Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner; and
      • Remove, modify, or tamper with any regulatory or legal notice or link that is incorporated into the Services.
        • Including providing or creating links to external sites that violate this Service policy or other legal agreements Maeru Systems Llc provides.
        • As well as any use of the Services to distribute any offering or link designed to violate these terms (e.g., enable sending of spam, enable denial of service attacks, etc.)
    • Community forums

      The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. Maeru Systems Llc does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Maeru Systems Llc is not responsible.

    • Maeru Systems Llc may freely use feedback you provide

      You agree that Maeru Systems Llc may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Maeru Systems Llc a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Maeru Systems Llc in any way.

    • Maeru Systems Llc may monitor your Content

      Maeru Systems Llc may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Maeru Systems Llc or its customers, or operate the Services properly. Maeru Systems Llc, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

  • ADDITIONAL TERMS
    • Maeru Systems Llc does not give professional advice

      Unless specifically included with the Services, Maeru Systems Llc is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

    • We may tell you about other Maeru Systems Llc services

      You may be offered other services, products, or promotions by Maeru Systems Llc ("Maeru Systems Llc Services"). Additional terms and conditions and fees may apply. With some Maeru Systems Llc Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Maeru Systems Llc permission to use information about your business and experience to help us to provide the Maeru Systems Llc Services to you and to enhance the Services. You grant Maeru Systems Llc permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Maeru Systems Llc permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

    • Communications

      Maeru Systems Llc may be required by law to send you communications about the Services or Third Party Products. You agree that Maeru Systems Llc may send these communications to you via email or by posting them on our websites.

    • You will manage your passwords and accept updates

      You are responsible for securely managing your password(s) for the Services and to contact Maeru Systems Llc if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

  • DISCLAIMER OF WARRANTIES
    • YOUR USE OF THE SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAERU SYSTEMS LLC, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. MAERU SYSTEMS LLC AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.
    • MAERU SYSTEMS LLC, IT’S AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

      YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, NO PROVISION OF THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT THAT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY THE APPLICABLE LAWS OF THE STATE OF WASHINGTON, USA AND FOR THE AVOIDANCE OF DOUBT MAERU SYSTEMS LLC DOES NOT EXCLUDE LIABILITY FOR. (I) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; (III) ANY OTHER LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED BY CONTRACTUAL AGREEMENT OF THE PARTIES.
  • LIMITATION OF LIABILITY AND INDEMNITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF MAERU SYSTEMS LLC, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, MAERU SYSTEMS LLC, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING. (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET MAERU SYSTEMS LLC SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF MAERU SYSTEMS LLC AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF MAERU SYSTEMS LLC, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

    You agree to indemnify and hold Maeru Systems Llc and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Maeru Systems Llc reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Maeru Systems Llc in the defense of any Claims.

  • CHANGES

    We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.

  • TERMINATION

    Maeru Systems Llc may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Maeru Systems Llc’s rights to any payments due to it. Maeru Systems Llc may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.

  • EXPORT RESTRICTIONS

    You acknowledge that the Services, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.

  • GOVERNING LAW AND JURISDICTION

    This Agreement will be governed by the laws of the State of Washington, USA, without regard to its conflicts of law principles. Notwithstanding the foregoing, you acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of Maeru Systems Llc’s or its Suppliers’ intellectual property rights may cause Maeru Systems Llc irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that Maeru Systems Llc shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction, notwithstanding the previous sentence) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect Maeru Systems Llc’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of the State of Washington, USA and you agree that you will procure that any third party making a claim against Maeru Systems Llc arising out of this Agreement shall bring such claim exclusively in the State of Washington, USA courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

    Maeru Systems Llc does not represent that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. Maeru Systems Llc prohibits accessing content from within countries or states where such content is illegal. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.

  • GENERAL

    This Agreement, between you and Maeru Systems Llc replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Maeru Systems Llc. However, Maeru Systems Llc may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Maeru Systems Llc or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Maeru Systems Llc.