Microguru Corporation

1. SCOPE

The Services (as defined below) that Microguru® Corporation provides to you are subject to the following terms of use (Terms). Microguru may automatically amend this Agreement at any time by posting a revised Customer Agreement on the Microguru Websites.

YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE MICROGURU WEBSITES TO OBTAIN TIMELY NOTICE OF SUCH AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS BY CONTINUING TO USE THE SERVICES AFTER SUCH AMENDMENTS HAVE BEEN POSTED OR INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. Otherwise, this Agreement may not be amended except in writing signed by both you and Microguru.

The most current version of the Terms can be reviewed by clicking on the "Terms and Conditions" hypertext link located at the bottom of our Web pages.

You may also have a signed written agreement which is expressly incorporated herein (Written Agreement), and which in conjunction with the Terms and policies referred to herein, comprise the entire Agreement between Microguru and you. The Written Agreement may contain different or additional terms which supersede Terms in this document and may refer to earlier versions of these Terms.

2. DESCRIPTION OF SERVICES

Through its network of Web properties, Microguru provides you with access to a variety of business software applications as web hosted services (Services). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms.

3. NO RESALE OF SERVICES

Your right to use the Services is personal to you and you agree not to resell the use of the Services.

4. PRIVACY AND PROTECTION OF PERSONAL INFORMATION.

See the Privacy Statement for disclosures relating to the collection and use of your personal information.

5. DATA PROTECTION AND STORAGE OF TRANSACTIONS

While your account is active, Microguru will store inventory transaction history for stock activity in your Microguru account, for a period of up to one year, in each case measured from the date of posting of such transactions. Even though older transactions are automatically purged, the product list and current inventory levels are maintained perpetually while the account is in good standing. Microguru shall maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer information in its possession. Customer acknowledges that Microguru may change its practices and limitations concerning storage of inventory transaction data, at any time and that notification of any such changes will be posted on the Microguru Websites.

6. CHARGES

You agree to pay all charges for your use of the Services according to the payment plan applicable to your Services, and in effect for your country of residence. Microguru reserves the right to change prices or institute new charges for access to or use of Microguru Services unless you have a signed Written Agreement with Microguru. All changes will be posted by Microguru on the Microguru Websites and you are responsible for regularly reviewing such pricing information to obtain timely notice of such changes. Continued use of the Services or non-termination of your Microguru account after changes are posted constitutes your acceptance of the prices as modified by the posted changes.

Charges for Services may include activation, recurring subscription, and usage fees. Your activation and recurring subscription fees are payable in advance and are COMPLETELY NON-REFUNDABLE. Usage charges are charged as and when such charges are incurred or by accumulating such charges (in the sole discretion of Microguru) in accordance with the usage rates applicable to each of the Services you use.

We have partnered with Amazon.com to carryout monthly billing for your use of the Services. Payment of your Microguru account balance is due monthly and is charged to your Amazon Payments account in advance every month.

The monthly payment will continue to be charged to your Amazon Payments account until you explicitly cancel your account subscription at https://payments.amazon.com. You are solely responsible for canceling the service if you no longer need or use it. Failure to use your account will not be deemed a basis for refusing to pay any charges submitted by Microguru in accordance with this Agreement. Any previously charged amounts for the service are COMPLETELY NON-REFUNDABLE.

In the event you upgrade or downgrade the level of service for your account, any previously charged amounts are COMPLETELY NON-REFUNDABLE. Future charges will be in accordance with your new chosen plan for the Service.

If you have any question regarding any charges that have been applied to your account, you must contact Microguru's Customer Support within 30 days of the charge date.

You are solely responsible to keep your Amazon Payment account in good standing so that monthly payments are remitted to Microguru in a timely fashion. A failure to pay the charges is a material breach of this Agreement and grounds for termination by Microguru. If the payment is not received from your Amazon payment account by Microguru, you agree to pay all amounts due upon demand by Microguru. Each time you use the Services, or allow or cause the Services to be used, you agree and reaffirm that Microguru is authorized to receive monthly payments from your Amazon Payment account.

All charges will be exclusive of value added ("VAT"), sales or other taxes, except as required by law.

7. MEMBER ACCOUNT, PASSWORD, AND SECURITY

If any of the Services requires you to open an account, you must complete the sign-up process by providing us with current, complete and accurate information as prompted by the applicable registration form. You agree to notify Microguru promptly of any changes to this information as required to keep it current, complete and accurate. You also will choose a password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur by all users associated with your account.

You agree to notify Microguru immediately of any unauthorized use of your account or any other breach of security. Microguru will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Microguru or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.

Multiple users can access a single member account, if the chosen plan for the Service allows multiple users. Each user of an account has a separate login that is meant to be used by that particular user only. It is violation of this agreement to share a single login amongst multiple users. Instead, choose a Service plan that allows desired number of users to access the account and grant account access to each desired user.

8. USE OF SERVICES / CUSTOMER RESPONSIBILITIES

You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the state or province in which you reside, and that you possess the legal right and ability to enter into this Agreement. If you are registering on behalf of a corporation you warrant that you have the authority to bind the corporation. You agree to be financially responsible for your use of the Services (as well as for use of your account by others, including minors living with you) and to comply with your responsibilities and obligations as stated in this Agreement.

You must (a) obtain and pay for all equipment and third-party services (e.g., telephone, high-speed internet access, and computer equipment) required for you to access and use the Services; (b) maintain the security of your password, PIN number and other confidential information relating to your account and; (c) be responsible for all charges resulting from use of your account, including unauthorized use prior to your notifying Microguru of such use and taking steps to prevent its further occurrence.

Images hosted by Microguru on Microguru controlled servers may only be used in connection with the Services and for no other purpose whatsoever. To the extent you use images provided by Microguru, Microguru hereby grants to you a limited, non-exclusive, non-transferable sublicense to use the images in an unaltered state solely in connection with your use of the Services.

9. NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms and any notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Microguru server, or the network(s) connected to any Microguru server, or interfere with any other party's use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Microguru server or to any of the Services, through hacking, password mining or any other means. You will not use or register the name Microguru or any other trade name or trade mark of Microguru without express, prior permission, and you will not obstruct the identification procedures used by Microguru in the Services.

You represent that the information managed by your Microguru account is for lawful purposes only and is not in violation of any federal, state or provincial laws including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability or otherwise violate any local, provincial, state, national or other law.

You are fully responsible for the content in your Microguru account. Microguru simply acts as a passive repository for you to store and process information of your own choosing.

In accordance with its Prohibited Use Policy Microguru prohibits the use of the Services or web sites by any person or entity that, encourages, promotes, provides, sells or offers to sell products or content relating to illegal or fraudulent activities (or services related to the same): including, but not limited to, illegal drugs; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons; material that exploits children, encourages violence, spam, obscenity/sexually explicit, and similar activities. This is not an exhaustive list, and Microguru, in its sole discretion, may determine whether your use is prohibited and its determination shall be final, binding and conclusive for all purposes under this Agreement. Microguru will terminate your use of its Services if Microguru determines such prohibited content or use is in violation of this Agreement. Any information stored on the Microguru servers that is deemed to be unlawful or in contravention of this Agreement or legal and regulatory requirements may be deleted at any time by Microguru without notice. Microguru reserves the right to remove any image which contravenes this Agreement without notice to you.

Microguru reserves the right at all times to disclose any information as Microguru deems necessary to satisfy any applicable law, regulation, legal process or governmental request. Microguru further reserves the right to take any other action with respect to the Services that Microguru deems necessary or appropriate, in its sole discretion, if Microguru believes you or your information may create liability for Microguru or others, compromise or disrupt the Services for you or other Customers, or cause Microguru to lose (in whole or in part) the services of Microguru's ISPs or other suppliers.

You agree to indemnify and hold Microguru (and its Affiliates) and its agents, business associates, resellers, licensors, and suppliers (collectively, Suppliers) harmless from any and all direct, indirect or consequential claims, losses, damages, judgments, expenses and costs (including, but not limited to, any attorney's fees and expenses) arising out of your use of the Services, your violation of the Terms, and the delivery of any information and documents using the Services, or the infringement of any trademark or copyright by you.

10. OWNERSHIP

All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Services are wholly owned by Microguru and/or its licensors and service providers except where expressly stated otherwise.

You understand and agree that following the termination of your Microguru account for any reason, the data associated with your terminated account will be permanently destroyed.

11. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SERVICES ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE SERVICES OR ANY OTHER PRODUCT, DOCUMENTATION OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. MICROGURU FURTHER EXPRESSLY DISCLAIMS GUARANTEE OF CONTINUED AVAILABILITY OF THE SERVICES OR ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT INCLUDING, BUT NOT LIMITED TO, MARKETING LITERATURE OR COLLATERAL OR STATEMENTS REGARDING PERFORMANCE OF THE SERVICES BY MICROGURU WHICH IS NOT CONTAINED IN THIS SECTION SHALL BE CONSIDERED TO BE A WARRANTY OR REPRESENTATION, AND SHOULD NOT BE RELIED UPON AND IS NOT BINDING UPON MICROGURU.

NONE OF MICROGURU NOR ANY OF ITS AFFILIATES OR SUPPLIERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY INTERNET COMMUNICATIONS OR OTHER DIFFICULTIES OUTSIDE OF MICROGURU'S OR ANY SUCH AFFILIATES' OR SUPPLIERS' CONTROL WHICH COULD LEAD TO ANY DELAY, INTERRUPTION OR UNAVAILABILITY OF SERVICES.

THE AGGREGATE LIABILITY OF MICROGURU, ITS AFFILIATES OR SUPPLIERS, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF AN ESSENTIAL PURPOSE), TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION OR OTHERWISE IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURENCES SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNTS PAID BY CUSTOMER TO MICROGURU WITH RESPECT TO THE SERVICES FOR THE AFFECTED TIME PERIOD GIVING RISE TO THE CLAIM. IN NO EVENT SHALL MICROGURU, ITS AFFILIATES OR SUPPLIERS OR AFFILIATES OF ANY OF THEM BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF BUSINESS, LOSS OF REVENUES OR PROFITS, LOSS OF DATA OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, WRONG DELIVERIES, SERVICE INTERRUPTIONS, PERFORMANCE OR FAILURE OF THE INTERNET OR MICROGURU' INTERNET SERVICE PROVIDER, OR DELETION OR FAILURE TO SAVE DATA), EVEN IF MICROGURU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE.

IN THE EVENT APPLICABLE LAW DOES NOT PERMIT SUCH EXCLUSIONS TO BE COMPLETELY DISCLAIMED, THESE EXCLUSIONS SHALL BE INTERPRETED AS NECESSARY TO GIVE MICROGURU THE FULL BENEFIT OF ANY DISCLAIMER OR LIMITATION AS PERMITTED BY APPLICABLE LAW.

12. TERMINATION

If you are an Online or month-to-month Subscriber or have a "Pay as you Go" account: You may cancel the Services at any time by accessing your Amazon Payments account at https://payments.amazon.com

Any previously charged amounts for the service are COMPLETELY NON-REFUNDABLE.

If you have a signed Written Agreement with Microguru the termination provision found in the Written Agreement applies.

Microguru reserves the right to suspend or terminate Services if Microguru, in its sole discretion, believes that the Services are used for a purpose that is unlawful or prohibited by these Terms or any notices.

Microguru shall have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your account. Upon termination, Microguru shall have no obligation to maintain any business data or other content in your account. You understand and agree that following the termination of your Microguru account for any reason, the data associated with your terminated account will be permanently destroyed.

Any termination of your account shall not relieve you from any amounts owing or any other liability accruing under this Agreement prior to the time that such termination becomes effective.

13. JURISDICTION AND GOVERNING LAW

You agree that these Terms shall be governed by and construed in accordance with the laws of the State of California (except its choice of laws rules), and you hereby consent and attorn to the jurisdiction of such state and agree that all disputes shall be tried in the city of San Diego, California. You expressly waive any right, and agree not to have any dispute under the Terms tried or otherwise determined by a jury, except where required by law.

14. SURVIVAL

Any exclusion or limitation of Microguru's liability specified in this Agreement shall survive the expiration or termination of this Agreement for any reason.