You agree to defend, indemnify and hold MIRA Business and its suppliers harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to lawyers' and/or attorneys' fees) arising from Your violation of these Terms of Service (including, without limitation, violation of applicable Additional Terms), or any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights). These obligations will survive any termination of Your relationship with MIRA Business or Your use of the MIRA Business Systems, Services and Website.
ACCESS RESTRICTION; ACCOUNT SECURITY AND PASSWORDS
MIRA Business reserves the right to deny in its sole discretion any user access to MIRA Systems or any portion thereof without notice.
On issue of licenses and subscriptions, databases will be provided and users assigned individual passwords and privilages as per Your companies policy. Individual user names and passwords are none transferable and are the sole responsibility of the assigened individual and the licensed company.
You are responsible for safeguarding the confidentiality of Your account information (including password(s) and user name(s) issued to You) and for any use or misuse of Your account or the MIRA Systems resulting from any third party using a password or user name issued to You. You agree to notify MIRA Business immediately of any known or suspected unauthorized access to or use of Your account, Your password. You have issued a login ID or any other breach of security or misuse of the MIRA Systems known to or suspected by You. You may change Your password at any time by following instructions by the MIRA system administrator.
You hereby authorise MIRA Business to rely on any data, notice, instruction or request furnished by You to MIRA Business, or that MIRA Business reasonably believes to have been furnished by You. You are solely responsible for maintaining the confidentiality of Your account information and usage of Your account. MIRA Business is not responsible for fraud of participants or of other users of your account.
YOUR CUSTOMER DATA
These Terms of Service and the Additional Terms are governed by the laws of the United Kingdom UK. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts within the United Kingdom UK. in all disputes arising out of or relating to the use of the MIRA Business Systems, Programs, Website or the information produced by the MIRA Business. You agree that no joint venture, partnership, employment, or agency relationship exists between You and MIRA Business as a result of these Terms or Service or use of MIRA Business Systems.
MIRA Business performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms of Service are in derogation of MIRA Business right to comply with governmental, courts of law, requests or requirements relating to Your use of the MIRA Systems or information provided to or gathered by MIRA Systems with respect to such use.
If any part of these Terms of Service or the Additional Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service and the Additional Terms shall continue in effect. Unless otherwise specified herein, these Terms of Service, the Additional Terms and the Privacy Statement constitute the entire agreement between the user and MIRA Business with respect to the MIRA Business Services and they supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and MIRA Business with respect to the MIRA Business Systems.
A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Any rights not expressly granted herein are reserved by MIRA Business, including all legal and equitable remedies available to MIRA Business Systems or violation of any of these Terms of Service.
COPYRIGHT AND TRADEMARK NOTICES
All contents of the MIRA Business are: Copyright (c) 2014. and/or its suppliers, c/o MIRA Business, U.K. All rights reserved.
MIRA Business is either a trademark or registered trademark of Management Inergrated Responsive Applications (MIRA) Business Systems. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved by MIRA Business.
TERMS & CONDITIONS APPLICABLE TO MIRA BUSINESS & SERVICES.
These Terms of Service comprise a legal agreement between the Licence holder and MIRA Business and governs Your use of its content.
BY SUBSCRIBING TO MIRA BUSINESS SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE AND THE ADDITIONAL TERMS, AS MODIFIED FROM TIME TO TIME. If you do not agree to these Terms of Service and the Additional Terms do not subscribe to or use this service.
This MIRA Business Services, Programs, Web sites and Web pages are operated by MIRA Business, its affiliates and of various products and services which are provided by MIRA Business, its affiliates or third party service providers. These Services, Web sites, Web pages, and Programs will be collectively referred to in this Agreement as "MIRA Systems" or the "MIRA BusinessServices." "You" means You, The Licence Holders or Subscriber, and anyone who has access to use Your MIRA Business Systems; account. You must be licence holder or subscriber to MIRA Business Systems to use any service or products.
The general provisions in Part I of these Terms of Service apply to the MIRA Business and to all of the products and services provided through the System. The provisions in Part II of these Terms of Service are additional provisions that apply to the particular programs(s) or service(s) described in each section of Part II. Each applicable MIRA Business, Programs, Web site, Product or Services may have other posted guidelines or rules (the "Additional Terms"). All such Additional Terms are incorporated by reference into these Terms of Service.
The MIRA Business Solution System(s) is licenced to You the subscriber on the condition that You accept these Terms of Service and the Additional Terms without modification. You agree to familiarise Yourself with, and to regularly review, the Terms of Service, the Additional Terms, and other terms and guidelines found throughout the MIRA System and abide by them if You choose to purchase a licence, or accept the programs, products, services or benefits, to which such terms apply. MIRA Business reserves the right to change any of the Terms of Service and any Additional Terms at anytime without notice. If You continue to use the MIRA Business System after any such changes, Your continued use will constitute Your consent to such changes. MIRA Business does not and will not assume any obligation to notify You of any changes to the Terms of Service or Additional Terms.
By licencing and/or subscribing to any service offered by the MIRA Business and its sites, You make the following representations and warranties. MIRA Business shall have the right to terminate your MIRA Business Systems account, without notice at any time, if any representation warranty made by You proves to be untrue in any respect you represent and warrant that: You and all users of the MIRA Business System(s); (a) enter into binding contracts for the use of our site and online services, (b) be bound by these Terms of Service and the Additional Terms, (c) to subscribe to and use the MIRA Business System(s) in accordance with these Terms of Service and any Additional Terms and (d) if you are acting in a corporate capacity, to bind Your company; You will not use the MIRA Business Systems for any purpose that is unlawful, or prohibited by these Terms of Service or the Additional Terms (as may be modified from time to time); All information supplied by You or by others using Your account is true and accurate, including information submitted as part of the registration and licencing subscription process.
By using MIRA Business Systems, You agree that You will defend and indemnify MIRA Business and its suppliers from any third party claim related to a breach of any of the foregoing warranties.
LIMITATIONS ON YOUR USE OF THE MIRA BUSINESS SYSTEMS
The MIRA Business System is provided to assist You with the operation of Your business. Your right to use the MIRA System(s) is limited to You and your licence agreement. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the MIRA Business, except as expressly provided herein. You may not restrict or inhibit any other licenced user from using MIRA Business Systems.
You may not interfere with or disrupt the MIRA Business Systems or Servers or any network connected to MIRA Business System Servers or Websites. You may not use the MIRA Business Systems or the programs or services provided through or in connection with the MIRA Business System to: rent, lease, license, grant an interest in, or otherwise transfer or sublicense Your rights hereunder to any third party; conduct, promote or forward illegal contests, pyramid schemes, unauthorized advertising, promotional materials, or illegal marketing campaigns.
CHANGES TO SERVICES, TERMINATION BY MIRA BUSINESS
MIRA Business may change any of the services at any time and from time to time without notice, including terminating the offering of any MIRA Systems Services altogether.
MIRA Business may terminate Your account, Your access to MIRA Business Systems or any of Your MIRA Business Systems Services (in whole or in part) at any time, with or without cause, and with or without notice. You may be barred from accessing any of Your MIRA Business Systems Services or from using the MIRA Systems Services, Programs, Website or from receiving any products, services, upgrades or benefits from MIRA Business Systems, if MIRA Business Systems Services determines You have violated these Terms of Service or any Additional Terms, if You have failed to remit any applicable subscription fees when due, if any representation or warranty made by You is untrue in any respect or if MIRA Business Systems Services receives a court order or other legal action relating to Your account. In addition, if You or your representative(s) violate any of these Terms of Service, or any applicable Additional Terms You will forfeit all in-kind credits and any other amounts accruing to You (if any) in connection with the MIRA Business Systems Services and there will be no refund of any fees prepaid by You. If You subscribe to a MIRA Business Systems Services which is made up of two or more individual services and You violate the Terms of Service applicable to one of such individual services, (1) your use of the particular individual service will be terminated, but the remaining services will remain active and (2) there will be no refund (in whole or in part) of Your monthly or annual fee for the MIRA Business Systems Services terminated. You will be responsible for all fees incurred during Your subscription and payment of such fees shall be due immediately upon termination of Your subscription.
SYSTEMS, SOFTWARE AVAILABLE ON THE MIRA BUSINESS SYSTEM
Systems and Software (if any) that is made available for use or to download from or otherwise through the MIRA Business Services, excluding systems and software that may be made available by third parties via MIRA Business Services, ("Systems or Software") is the copyrighted work of MIRA Business and/or its suppliers. Your use of the Systems or Software is governed by these Terms of Service, and the applicable Additional Terms, and the terms of the end user license and/or subscriber (user) agreement, if any, which accompanies or is included with the System or Software ("License Agreement"). To the extent that the License Agreement conflicts with the Terms of Service or Additional Terms, the terms of the License Agreement shall govern Your use of the System or Software. You may not install or use any System or Software that is accompanied by or includes a License Agreement unless You first agree to the License Agreement.
All Systems and Software is owned by MIRA Business and/or its suppliers, and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction or redistribution of the System(s) or Software(s) is expressly prohibited, and may result in severe civil and criminal penalties. Persons violating the foregoing, or who otherwise misappropriate any intellectual property or proprietary rights related to the System or Software may be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SYSTEM OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. YOU MAY NOT DECOMPILE, DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY TRADE SECRET CONTAINED IN ANY SYSTEM OR SOFTWARE PROVIDED HEREUNDER. You acknowledge that the System or Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the UK. You agree not to export or re-export any System or Software, directly or indirectly, to any countries that are subject to UK export restrictions. All Systems and Software downloaded or otherwise obtained by the Uk Government.
LIMITATIONS OF LIABILITY AND DISCLAIMERS
Your access to and use of the MIRA Business Systems, software, programs, products and services of MIRA Business Services is at Your own risk. MIRA BUSINESS SOLUTIONS AND ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND NON-INFRINGEMENT.
THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SYSTEMS, SOFTWARE, PROGRAMS, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH;
Online Services OR;
OTHERWISE ARISING OUT OF THE USE OF MIRA BUSINESS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MIRA BUSINESS OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME COUNTIES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF MIRA BUSINESS, OR WITH ANY OF THESE TERMS OF SERVICE OR THE ADDITIONAL TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE MIRA BUSINESS AND ITS RELATED SERVICES AND PRODUCTS.
MIRA Business is not liable for Your actions with Your customers or vendors, or the use of their information, or for any other actions arising from Your use. Your customers and cients are not entitled to use the Mira Business System(s) or Software(s) unless otherwise agreed to by Mira Business.
Unless otherwise expressly stated in these Terms of Service, Your payments for licenses, subscriptions, orders or transactions conducted via You for any MIRA Business System Service will be paid from Your designated bank, customers or other appropriate source ("payee"). MIRA Business is not responsible for such payment, and will have no liability for any lost, disputed or fraudulent payment or tenders of payment, or other disputes arising between You and customers or payee. MIRA Business makes no guarantee about the reliability or accuracy of these products or services, or the results obtained from using MIRA Business System(s) or Software(s).
IN NO EVENT SHALL MIRA BUSINESS OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION: DAMAGES FOR LOSS OF USE, DATA, ACCOUNTS, REVENUES OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF MIRA BUSINESS SYSTEM(S), SOFTWARE(S) OR RELATED SERVICES, OR WITH THE DELAY OR INABILITY TO USE MIRA BUSINESS SYSTEM(S), SOFTWARE(S) OR RELATED SERVICES.