This page (together with the documents referred to on it) provide you the Terms and Conditions on which we supply the software services (Services) described on our website at https://serviceminder.io (our Platform) by allowing you to access and use our serviceminder software product (Software). Please read these terms and conditions carefully before ordering any Services from our Platform. You should understand that by ordering any of our Services, you agree to be bound by these Terms and Conditions and you should print a copy of these terms and conditions for future reference.

Please understand that if you refuse to accept these terms and conditions, you will not be able to purchase any Services from our Platform.

1. Information about Us

serviceminder is a Platform operated by Acuere Software LLC (We/Us/Our). We are registered as a Texas Corporation with our principle office at 3308 Preston Rd, Suite 350-232, Plano, TX 75093.

2. Your Status

By registering with our Platform, you warrant that you are:- legally capable of entering into binding contracts; at least 14 years old a natural person acting on your own behalf or on behalf of a legal person or firm. Accounts may not be registered by bots or other automated means.

3. The Contract

Your registration on our Platform constitutes an offer to us to buy Services. You must provide your full name, a valid e-mail address and any other information requested in order to complete the registration process. After registering your details on our Platform we will set up a user account for you (Account) and you will receive an e-mail from us acknowledging that your Account has been set up (Confirmation) and confirming your login details. The contract between us (Contract) will only be formed when we send you the Confirmation. We reserve the right to decline to issue a Confirmation without any obligation to give any reason for doing so. The Confirmation will include a description of the main characteristics of the Services provided for the Account you have chosen, the price (including all taxes) for your Account and how it will be paid for, the arrangements for which we will provide the Services to you and the duration of the Contract. In the event that we are unable to supply the Services for any reason, no substitute Services will be provided. This Contract shall commence on the date of Confirmation and shall continue indefinitely, unless otherwise terminated as provided in clause 11.

4. Your Account

You may choose to set up a trial Account as described on our Platform.

Your login may only be used by one person although you may create separate logins for other Authorized Users (see below) of the Platform. You are responsible for maintaining the security of your Account and password.

You may allow Authorized Users (see below) to access the Platform and use the Services, depending on Account options you have chosen.

You may create as many separate logins for and/or allow Authorized Users to access the Platform and use the Services as are available on your Account based on the options which you have chosen. You may not operate more than one trial account at any time.

5. Authorized Users

Your access to the Platform shall be limited to the number of individual users specified for the Account options described on our Platform which you have chosen (Authorized Users). We may request that you maintain a written list of current Authorized Users of the Platform, and provide such list to us from time to time. You shall ensure that each Authorized User keeps a secure password for his/her use of the Platform, and that each Authorized User keeps his/her password confidential. We may audit the Platform regarding the name and password for each Authorized User. Such audit may be conducted no more than once per quarter, at our expense, and shall be exercised with reasonable prior notice, in a manner so as to not substantially interfere with your use of the Platform. If such audit reveals that passwords have been provided to individuals who are not Authorized Users, and without prejudice to our other rights, we shall promptly disable such passwords and shall not issue any new passwords to such individuals.

6. Your use of the Software and the Platform

We hereby grant to you and subject to these terms and conditions a non-exclusive, nontransferable licence to use and to allow Authorized Users to use the Software through the Platform. You shall not, and shall ensure that Authorized Users do not: attempt to duplicate, modify or distribute any portion of the Software; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any of the Software, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or attempt to obtain, or assist others in obtaining, access to the Software, other than Authorized Users as provided under this clause 6.

It is your responsibility to take precautions to ensure that whatever computer equipment and/or software you use in logging into your Account is free of from viruses, worms, trojan horses or other material which is malicious or technically harmful. You shall not store on, or distribute or transmit to, the Platform any viruses, worms, trojan horses or other material which is malicious or technically harmful. You agree not to reproduce, duplicate, sell or resell any of the Services without our prior written permission and you must not modify or adapt the Services or the Platform.

You understand that the technical processing and transmission of the Services, including Customer Content, may be transferred unencrypted and involve transmissions over various networks, or changes to conform and adapt to technical requirements of connecting networks or devices.

7. Customer Content

You and Authorized Users may input material to the Platform (Customer Content) via your Account and you are responsible for all Customer Content posted and any activity that occurs under your Account including (but not limited to) activities of Authorized Users. You may not use the Services for any illegal or unauthorized purpose. You must not, in using the Services, violate any applicable laws. You shall not store, distribute or transmit any content through the Platform that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activities, or which infringes the intellectual property rights of any third party (Inappropriate Content). We reserve the right to terminate your Account immediately and without notice if you store, distribute or transmit any Inappropriate Content through the Platform. You acknowledge that we have no control over any Customer Content placed on the Platform by you or Authorized Users and we do not purport to monitor the content of the Platform. We reserve the right to remove Customer Content from the Platform where we reasonably suspect such content is Inappropriate Content. We shall notify you if we become aware of any allegation that Customer Content on the Platform may be Inappropriate Content. You shall indemnify us against all damages, losses and expenses arising as a result of any action or claim that the Customer Content or any other material posted to, or linked to, the Platform constitutes Inappropriate Content. In the event of any loss or damage to Customer Content, your sole and exclusive remedy shall be for us to use reasonable commercial efforts to restore the lost or damaged Customer Content from the latest back-up of such Customer Content maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Content caused by any third party.

8. Proprietary Rights

Except for any Customer Content, you acknowledge and agree that we and/or our licensors own all intellectual property rights in the Software and the Services, including (but not limited to) the ‘look and feel’ of the Platform. You may not duplicate, copy, or re-use any portion of the HTML/CSS or visual design elements of the Platform without our prior written permission. These terms and conditions do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Software and the Services.

9. Prices and Payment

The price of any Services will be in US Dollars as quoted on our Platform from time to time, and prices are as stated except in cases of obvious error. Payment for all Services must be by credit or debit card and you must provide details of your card when registering for an Account. Payment will be processed by our third party payment agent. We do not take payment directly from you for any Services we supply to you. If you initially sign up for a trial Account and you do not cancel that Account within thirty (30) days, you will be billed at regular intervals once per month starting on the thirty-first (31st) day after your Account was initially created. We will not charge you for any Account if you cancel the Contract within thirty (30) days of the date of the Confirmation. All prices are exclusive of sales or other taxes, levies or duties imposed by taxing authorities, and you shall be responsible for the payment of all such taxes, levies or duties. Prices in respect of the Services (or any part of them) are subject to change upon thirty (30) days’ notice from us. Such notice may be provided at any time by us posting the changes on the Platform itself.

10. Upgrades/Downgrades

You may add or remove options on your Account at any time by selecting the Account Settings link and choosing the options you require. For any options added to your Account, the credit or debit card, details of which you have provided, will automatically be charged the new price for the Account options from the next regular billing date after you have upgraded. We will continue to charge you the upgraded price after that unless you subsequently downgrade or cancel the Contract. For any downgrade to your Account, the credit or debit card, details of which you have provided, will automatically be charged the new price for the Account you have downgraded to from the next regular billing date after you have downgraded. We will continue to charge you the downgraded price after that unless you subsequently upgrade or cancel the Contract. You will not be entitled to a refund for the period of time (if any) between the date you downgrade your Account and your next regular billing date, in accordance with our refunds policy. Downgrading your Account may cause the loss of Customer Content, features or capacity of your Account. Our liability for such loss shall be limited in accordance with clause 14.

11. Modifications to the Service

We have a policy of continuous service enhancement and reserve the right to amend the specifications of the Services or any part of them without prior notice to give effect to such enhancements. The Services supplied may therefore differ as a consequence of any such enhancement. Any new features that augment or enhance the Services, including the release of new tools and resources, shall be subject to these terms and conditions and any continued use of the Services after any such changes shall constitute your consent to such changes.

12. Technical Support and Platform Availability

Technical support services are only provided by us to the holders of a paying Account via email or via a support request page on the Platform. Because public networks, such as the Internet, occasionally experience disruptions, we cannot guarantee that our Platform will be available one hundred per cent (100%) of the time. Although we use reasonable endeavors to provide the most reliable Platform possible, interruptions and delays in accessing the Platform are sometimes unavoidable.

13. Cancellation and Termination

You may cancel your Account at any time by selecting the MY ACCOUNT link and clicking the CANCEL MY ACCOUNT button and then following the instructions provided. If you cancel the Service before the end of the current month, your cancellation will take effect immediately and you will not be charged again. You will not be entitled to a refund for the period of time (if any) between the date you cancel your Account your next regular billing date, in accordance with our refunds policy. You are solely responsible for properly cancelling your Account. An email or phone request to cancel your Account will not be sufficient to cancel your Account, which can only be done via the Service. All Customer Content will be promptly deleted from the Platform upon cancellation and cannot be retrieved or recovered following cancelation. If you fail to pay any amounts due by you to us, your Account will become disabled and you will not be able to access any Customer Content. After a period of one (1) month from the due date for payment, we may cancel the Contract. We reserve the right at any time to terminate the Services or any part of them on the provision of thirty (30) days prior notice to you. Where we terminate the Service in accordance with this clause 13, such termination will result in the deactivation of your Account and the deletion of any Customer Content in your Account. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:- the other party commits a material breach of any of the terms of this agreement and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified in writing of the breach; or if the other party becomes insolvent, or:-

• where the other party is a company, if an order is made or a resolution is passed for the winding up of the other party (other than voluntarily for the purpose of solvent amalgamation or reconstruction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the other party's assets or business, or if the other party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debt; or
• where the other party is an individual, if a bankruptcy order is made against that individual; anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party.

14. Our Liability

We warrant to you that the Services will be provided using reasonable skill and care. We do not warrant that the Services will meet your specific requirements, or that the Services will be uninterrupted, timely, secure, or error-free, or that the results that may be obtained from the use of the Services will be accurate or reliable or that any errors in the Services will be corrected. This clause 14 sets out our entire financial liability (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to you in respect of: any breach of the Contract; any use made by you of the Services, or any part of them; and any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. This does not include or limit in any way our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation; or
• any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us, including but not limited to:

• loss of income or revenue;
• loss of business;
• of profits or contracts;
• loss of anticipated savings; or
• loss of Customer Content of other data, and
• our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Contract shall be limited to the price paid for the Services during the one (1) month prior to the date of our breach of the Contract.

15. Written Communications

When using our Platform, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our Platform. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

16. Notices

All notices given by you to us must be given to Acuere Software LLC at www.acueresoftware.com. We may give notice to you at either the e-mail address you provide to us when registering with our Platform or in any of the ways specified in clause 15 above. Notice will be deemed received and properly served immediately when posted on our Platform, twenty four (24) hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

17. Transfer of Rights and Obligations

You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

18. Events outside our Control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event). A Force Majeure Event includes any act, omission or accident beyond our reasonable control and includes in particular (without limitation) the following strikes, lock-outs or other industrial action, terrorist attack or threat of terrorist attack, war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or impossibility of the use of public or private telecommunications networks. Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

19. Waiver

If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 15 and a waiver by us of any default shall not contribute a waiver of any subsequent default.

20. Sever-ability

If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

21. Entire Agreement

These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

22. Our Right to vary these Terms and Conditions

We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities. You will be subject to the policies and terms and conditions in force at the time that you register with us, or if we notify you of the change to those policies or these terms and conditions before we send you the Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Confirmation).

23. Law and Jurisdiction

Contracts for the purchase of Services through our Platform and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by Texas law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the Texas courts.