Terms of Use

ACCUSOFT CORPORATION
ONTASK ‘SHRINK-WRAP’ TERMS OF USE AGREEMENT

PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) WHICH GOVERNS YOUR RIGHT TO USE OF ONTASK (“SERVICE”).  YOU MUST ACCEPT THESE TERMS BEFORE YOU ARE PERMITTED TO USE THE SERVICE.  YOU EXPRESSLY AGREE THAT YOU HAVE THE AUTHORITY TO CONTRACTUALLY BIND THE ORGANIZATION OR ENTITY YOU REPRESENT (“USER”) TO BE BOUND BY THESE TERMS.

BY SIGNING UP FOR SERVICE YOU AND USER AGREE TO BE BOUND BY THIS AGREEMENT.

      1. Background. Accusoft Corporation, a Florida corporation, (“Accusoft”) is the owner of all rights, title, and interest in the software system named OnTask consisting of workflow design, administration and execution services hosted by Accusoft (“Service”). USER desires to use OnTask under the terms and conditions stated herein, for purpose of evaluating OnTask in Evaluation Limited Usage (Paragraph 2) or for a commercial purpose under a Commercial Usage agreement (Paragraph 3).
      1. All prospective customers have every opportunity to evaluate Accusoft’s products, including OnTask, prior to purchasing. Accusoft fully supports and warrants its code and its pricing of OnTask reflects those support and warranty costs.Evaluation Limited Usage allows you to test all OnTask features and functions. This Evaluation Limited Usage expires after 50 transactions at which time OnTask will cease new workflow operations.  If your evaluation is not complete at that time, please contact www.ontask.io or info@ontask.io if your Evaluation Limited Usage time can be extended.
      1. Evaluation Limited Usage. With Evaluation Limited Usage, or “Trial” usage, Accusoft allows USER only to evaluate OnTask for 50 transactions and as may be subsequently extended by Accusoft on USER’s request, for the sole purpose of evaluating OnTask, and not for any commercial usage.  For clarity, USER may only use OnTask in an internal testing or proof-of-concept environment.  USER IS NOT PERMITTED TO USE ONTASK IN A PRODUCTION ENVIRONMENT.  Either party may terminate this Agreement for convenience on one day’s written notice (email notice is acceptable) to the other party.  USER shall have no right to, and shall not assign this Agreement whether by transfer, assignment, merger or otherwise.
      2. Commercial Usage. A separate Commercial Usage agreement may be obtained at www.accusoft.com or through sales@accusoft.com.  If a separate agreement for OnTask is entered into between Accusoft and USER at that time, then the terms of that agreement shall govern only where different from the terms of this Agreement.  If a separate agreement for OnTask is not entered into at that time, and USER has a paid subscription, then USER’s permitted use of OnTask is governed by this Paragraph 3., replacing Paragraph 2. Evaluation Limited Usage, and all other terms and Term are according to this Agreement.  In that case, Accusoft allows USER to use OnTask for the subscription period beginning on the date the paid subscription for OnTask is obtained and as may subsequently be extended by Accusoft on USER’s request (“Term”).  USER is only permitted to transfer this agreement one time to one third party provided that: a) USER does not use OnTask except on behalf of the third party, and (b) the third party also agrees to all the terms of this Agreement as USER.  Commercial subscription usage between USER and Accusoft may include a monthly or annual transaction limit and a purchased block of transactions may include an expiration date according to the subscription or according to the separate Commercial Usage agreement.
      3. Error and Usage Reporting. USER acknowledges that OnTask includes an Error and Usage Reporting mechanism that may automatically exchange error and usage information with an Accusoft server.
      4. Ownership. USER acknowledges and agrees that Accusoft owns all right, title and interest in OnTask, in all forms, including without limitation any and all worldwide proprietary rights therein, including but not limited to trademarks, copyrights, patent rights, patent continuations, trade secrets and confidential information.
      5. Payment
        1. Accusoft bills for Service in advance on a monthly, annual or transaction block basis.
        2. Payments are non-refundable. USER is not entitled to a refund or credit for partial months of Service nor for any period in which USER does not use the Service.
        3. If the payment method provided declines the charge, Accusoft reserves the right to suspend USER’s use of Service until payment is provided.
        4. Accusoft’s charges do not include any taxes, levies or duties imposed by taxing authorities and USER is responsible for paying any such taxes, levies or duties.
      1. USER Service Restrictions
        1. If USER’s usage of Service exceeds their monthly transaction limit, USER agrees that Accusoft may charge USER an additional fee for overage transactions to purchase blocks of 25 transactions to make up the transaction overage.USER agrees to indemnify and hold Accusoft harmless from any claim, action or proceeding arising in any way from USER’s uploaded content or from USER’s usage of uploaded content.
        2. USER agrees to access or use Service solely via their licensed usage of OnTask.
        3. USER agrees that all Service account credentials allowing licensed access to Service are Proprietary Information of Accusoft, as defined below in paragraph 14, that USER is responsible for the security of Service account credentials, that USER will only allow use of Service account credentials for their licensed usage of OnTask and that USER will immediately notify Accusoft if they learn that their Service account credentials were used by any other party in any other way.
        4. USER is prohibited from reverse-engineering or hacking Service including Service API’s (Application Programming Interfaces).
        5. USER is prohibited from removing or obscuring Accusoft or OnTask marks.
        6. USER agrees to discontinue all use of Service following termination of Agreement for any other reason.
        7. USER agrees not to use Service for any illegal or unauthorized purpose including but not limited to use that infringes a copyright or other intellectual property right.
      1. Accusoft Service Obligations
        1. Accusoft will utilize its best efforts to ensure that Service is available to USER at all times.
        2. All data communication with the OnTask Service is encrypted via HTTPS protocol.
        3. Accusoft will limit access to Service hosts to necessary Accusoft employees.
      1. Other Restrictions and Reservations. All rights and uses not expressly granted to USER are reserved to Accusoft.  USER shall not disassemble, decompile, decrypt or reverse engineer OnTask or in any manner attempt to discover or reproduce the source code or any other copyrightable aspect of OnTask, or any portion thereof.  With Evaluation Limited Usage:
        1. USER is strictly prohibited from reproducing, marketing, selling, leasing, timesharing or renting OnTask or any component thereof, and
        2. USER is strictly prohibited from any commercial use of OnTask, and such actions are expressly prohibited, and
        3. USER is strictly prohibited from incorporating or including OnTask or any component thereof, in whole or part, into or as part of any product or service of USER regardless of functionality of OnTask (or lack thereof) within or as part of such product or service, and
        4. USER is strictly prohibited from using OnTask, directly or indirectly, in developing USER’s own product with, or including, similar functionality as OnTask.
      1. Warranty Disclaimer. USER ACKNOWLEDGES AND AGREES THAT ONTASK IS PROVIDED “AS IS.” ACCUSOFT DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.
      2. Limitation of Liability. ACCUSOFT SHALL HAVE NO LIABILITY TO USER, USER AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR PRODUCTS LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOST DATA, LOST FILES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TO USE ONTASK, OR THE PERFORMANCE OR OPERATION OF ONTASK, EVEN IF ACCUSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
      3. Indemnification by USER. USER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND ACCUSOFT FOR ANY LOSS, CLAIM, ACTION OR PROCEEDING THAT ARISES OR RESULTS FROM ANY ACTIONS OR OMISSIONS OF USER PERTAINING TO ONTASK OR FROM USER USAGE OF ONTASK NOT PERMITTED BY THIS AGREEMENT.
      4. Termination. This Agreement and all grant of usage rights under this Agreement shall expire at midnight on the last day of the subscription period or when all prepaid transactions have been used.  This Agreement shall also terminate immediately upon USER’S breach of any provision of this Agreement.  Upon any termination, USER shall have no usage rights whatsoever in or regarding OnTask, and shall immediately cease to use OnTask, unless USER has entered into a separate Accusoft usage agreement for OnTask signed by an authorized representative of Accusoft.  In the event of any termination for any reason all sections of this Agreement survive except Paragraphs 2, 3, and 7.
      5. Confidentiality. USER acknowledges that OnTask contains Accusoft know-how, confidential and trade secret information (“Proprietary Information”). USER agrees: (a) to hold the Proprietary Information in the strictest confidence, (b) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any third party, (c) not to make use of the Proprietary Information other than for usage of OnTask as permitted by this Agreement and (d) to disclose the Proprietary Information only to USER’s representatives requiring such material for effective performance of this Agreement and who have undertaken an obligation of confidentiality and limitation of use consistent with this Agreement.  This obligation shall continue as long as allowed under applicable law.
      6. Injunctive Relief. USER agrees that any violation or threat of violation of this Agreement will result in irreparable harm to Accusoft for which damages would be an inadequate remedy.  Therefore, in addition to its rights and remedies available at law (including but not limited to the recovery of damages for breach of this Agreement), Accusoft shall be entitled to immediate injunctive relief to prevent any violation of Accusoft’s copyright, trademark, trade secret rights regarding OnTask, or any violation of this Agreement, including, but not limited to, unauthorized use of or regarding OnTask, as well as any other equitable relief as the court may deem proper under the circumstances.
      7. Liquidated Damages.  In the event USER, other than as granted by this Agreement and other than as granted by a separate Accusoft usage agreement for OnTask, (a) uses OnTask for any reason other than the Purpose, or (b) otherwise violates or breaches this Agreement or separate Accusoft usage agreement for OnTask, USER agrees that Accusoft is entitled to obtain as liquidated damages and not as a penalty payment for the transactions used at the then current published per transaction pricing of a 25 transaction block other than as granted by this Agreement or other Accusoft usage agreement for OnTask. THE USER EXPRESSLY AGREES THAT THE FOREGOING LIQUIDATED DAMAGES ARE NOT A PENALTY.
      8. No Reduced Pricing. In any determination of Accusoft’s damages (whether liquidated damages or actual damages), or any determination of any usage fees due Accusoft under this Agreement due to a breach by USER hereunder, USER shall not be entitled to any discounts (volume or otherwise) or reduced usage fees.  Further, USER agrees that it shall not be entitled to reduced usage fees when determining Accusoft’s damages due to any undertaking or activity by USER regarding OnTask outside of or exceeding the scope of permission of this Agreement, or USER’s actions otherwise in violation of this Agreement, other than as may be granted by a separate Accusoft usage agreement for OnTask.
      9. Attorneys’ Fees and Costs. In the event of any lawsuit or other proceeding brought as a result of any actual or alleged breach of this Agreement, to enforce any provisions of this Agreement, or to enforce any intellectual property or other rights in or pertaining to OnTask, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs, including the costs of any expert witnesses, incurred at all levels of proceedings.
      10. Governing Law. This Agreement shall be construed, governed and enforced in accordance with the laws of the State of Florida, without regard to any conflicts of laws rules. Any action related to or arising out of this Agreement will be brought solely in the state court sitting in Hillsborough County, Florida or in the federal courts in the Middle District of Florida, Tampa Division, and USER consents to the exclusive jurisdiction and venue of said courts.
      11. Severability. If any provision of this Agreement is determined to be invalid by any court of final jurisdiction, then it shall be omitted and the remainder of the Agreement shall continue to be binding and enforceable. In addition, the Court is hereby authorized to enforce any provision of the Agreement that the Court otherwise deems unenforceable, to whatever lesser extent the Court deems reasonable and appropriate, rather than invalidating the entire provision.  Without limiting the generality of the foregoing, USER expressly agrees that should USER be found to have breached the Agreement, under no circumstances shall USER be entitled to any volume or other discount, or reduced usage fee in the determination of Accusoft’s damages, or otherwise in the determination of any usage fee owed to Accusoft.
      12. Government Rights. OnTask and accompanying documentation have been developed at private expense and are usage rights are sold commercially. They are provided under any U.S. government contracts or subcontracts with the most restricted and the most limited rights permitted by law and regulation.  Whenever so permitted, the government and any intermediaries will obtain only those rights specified in Accusoft’s standard commercial usage agreement.  Thus, OnTask referenced herein, and the documentation provided by Accusoft hereunder, which are provided to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor regulations. Manufacturer is Accusoft Corporation, 4001 N. Riverside Drive Tampa, FL 33603.
      13. Entire Agreement. This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communications and agreements, whether oral or written, relating to the subject matter of this Agreement.  Only a writing signed by the parties may modify this Agreement.  In the event of any modification in writing, of this Agreement, including an expanded Accusoft license agreement for OnTask, all unmodified, non-conflicting sections of this Agreement survive.
      14. Contact Us. Should you have any questions concerning this Agreement or if you need to modify this Agreement or if you desire to contact Accusoft for any other question or reason, please contact Accusoft at 1-813-875-7575 or at sales@accusoft.com.
      15. Third Party Notices. See https://www.ontask.io/terms-of-use-3rd-party-notices/.