Subscriber Terms and Conditions

Between USuggest It, Inc. a company incorporated under the laws of the United States of America, having its principal place of business at ______________________, Delaware, USA (“USuggest It”) and

the company, sole trader, association, organization or individual (the “Subscriber”) contracting to use any part of USuggest It, Inc.’s services as described on this website and as may be modified from time to time, solely for the Subscribers’s internal business operations, according to the Terms and Conditions below.

Whereas:-

USuggest It grants to the Subscriber, including to all the Subscribers’s Licensed Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use services contracted by the Subscriber, and these Terms and Conditions define USuggest It’s obligations to provide the Subscriber with the proper functioning of its services (the “Service”), and the Subscriber’s obligation to pay for the Service.

1. Ownership – The Subscriber is granted a license to use the Service only. By using the Service, the Subscriber agrees to abide by the terms and conditions of any software license agreements applicable to any software associated with the Service.

2. Information –  It is the Subscriber’s responsibility to maintain current and accurate account information on the USuggest It system and to exercise diligence in protecting the Subscriber’s login and passwords. The Subscriber is informed that during the provision of services described by this Agreement that U Suggest It knows and records the data created by and the interactions between all subscribers of the Service. The Subscriber agrees to this without exception, and accepts that USuggest It is the owner of all data created and stored on USuggest It’s own and licensed servers and elsewhere as USuggest It may decide from time to time all and does not consider this a violation of its rights.

3. Due Care and Diligence – U Suggest It undertakes to act responsibly at all times and exercise due care and diligence in carrying out its duties under this Agreement and in accordance with the law.

4. Suspension of Service – The Services are provided for a specific period of time. USuggest It is entitled to suspend the Service in the event that the Subscriber has not paid an invoice, USuggest It having 24 hours prior to any suspense of Service given the Subscriber due notice of the intent to suspend the Service.

5.Termination of Service – Without prejudice to any remedy or right the parties may have against one another, either party shall have the right to terminate this Agreement by giving thirty (30) days’ notice if the other party commits a breach of any of the terms of the agreement which, in the case of a breach capable of being remedied, shall not have been remedied within an initial fourteen (14) days of notice from the other party requiring such remedy. If the Subscriber has not paid invoices due within three (3) days of the due date for payment of Service, U Suggest It has the right to terminate the Service.

6. Unauthorized Usage – The Subscriber may not attempt to program, program or alter any of the Services. If any Service is used fraudulently, the Subscriber must notify USuggest It immediately and provide USuggest It with such information and documentation as USuggest It may request (including, without limitation, police reports, and affidavits). USuggest It has the right to interrupt or restrict the Service, without notice to the Subscriber, if the Subscriber is using the Service in a fraudulent or unlawful manner.

7. Unlawful Use – The Subscriber agrees not to use the Service for any unlawful or abusive purpose or in any way that interferes with U Suggest It’s Service. The Customer will comply with all laws while using the Services and will not transmit any communication that would violate any federal, state, or local law, court, or regulation.

8. Limitation of Liability – USuggest It shall not be liable for errors or loss of data stored in the servers used by USuggest It to store data; interference with the functioning or non-functioning internet connection between a central database and the customer; for loss of the power supply or if data is lost due to mechanical damage on the unit. U Suggest It shall not be liable for any damage that may result from disclosure or unauthorised usage of data in the event of a break into a computer system, the loss of user password, or negligently storing a user password. USuggest It limits its liability for damages to the maximum legally defined scope. USuggest It shall in no event be liable for any damages, inclusive and not limited to damages for loss of profits, business interruption, loss of business information or other major or the minor damage arising from the use of or inability to use the Service.

9. Warranties – Each party warrants that it has the power to enter into this Agreement and has obtained all necessary approvals to do so. USuggest It provides a full warranty on the proper functioning of the Service. USuggest It does not authorise any third party to make any warranties on its behalf and the Subscriber should not rely on any such statement.

10. Indemnification – The Subscriber agrees to defend, indemnify, and hold USuggest It and its affiliates harmless from claims or damages relating to (i) the Subscriber’s breach of this Agreement or the Subscriber’s statements made in this Agreement and (ii) the use of the Services unless due to sole and/or gross negligence by USuggest It or its affiliates. The Subscriber agrees to pay reasonable legal fees and all applicable costs incurred by USuggest It in enforcing this Agreement. This paragraph shall survive the termination of this Agreement.

11. Assignment – USuggest It may assign all or part of the rights or duties of USuggest It under this Agreement without such assignment being considered a change to the Agreement and need not provide notice to the Subscriber. The Subscriber may not assign this Agreement without the prior written consent of USuggest It, which shall not be unreasonably withheld.

12. Changes – USuggest It may amend these Standard Terms and Conditions appended to this Agreement upon written notice to the Subscriber. If the Subscriber does not agree to the amendment, the Subscriber may terminate this Agreement by providing written notice to USuggest It within fifteen (15) days of the date the notice was communicated to the Subscriber by USuggest It. If the Subscriber does not agree with the amendment but wants to continue using the Service, USuggest It will continue to provide the Service for the term of the original Agreement without amending the Standard Terms and Conditions, provided the Subscriber provides written notice to USuggest It within fifteen (15) days of the date the amendment was communicated to the Subscriber by U Suggest It. If the Subscriber continues to use the Service more than fifteen (15) days after USuggest It has communicated notice of an amendment, the Subscriber will be deemed to have agreed to that amendment.

13. Confidentiality – No party to this Agreement shall, without the prior written consent of the other party, disclose to any third party details of the Service provided hereunder or any other information/data that may come to its knowledge as a result of negotiating or executing this Agreement unless such disclosure becomes necessary by reason of the operation of the law or judicial process.

14. Entire Agreement – This is the entire Agreement between USuggest It and the Subscriber and supersedes any previous oral or written communications made by either party to the other. This Agreement may only be amended as described herein. If the terms of this Agreement conflict with or are inconsistent with the terms of any purchase order or document provided by the Subscriber, the terms of this Agreement shall supersede.

15. Invalidity and Severability – If any of the provisions of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the unenforceability of such provision shall not affect the other provision of this Agreement and all provisions not affected by such invalidity and unenforceability shall remain in full force and effect.

16. Arbitration – All disputes or differences arising between the parties hereto touching or concerning this Agreement or its construction or effect or as to the rights, duties and liabilities of the parties hereto or each of them under and by virtue of this Agreement or otherwise or as to any or other matter in any way connected with or arising out of or in relation to the subject matter of this Agreement shall be referred to one (1) Arbitrator, to be jointly appointed by both parties. Where the parties fail to agree on the appointment of the Arbitrator, the Arbitrator shall be appointed by the __________. The Arbitration shall be in accordance with the ___________ Act or any statutory modification or re-enactment thereof for the time being in force. Both parties shall equally share the cost of the Arbitration.

17. Governing Law – This Agreement shall be governed by and construed in accordance with the laws of the United States of America.