Terms & Policies
Juvonno as Global Office Software
Juvonno is a powered by and is a fully owned by Global Office Software. The name and assets of Juvonno are interchangeable with Global Office Software. All and any of the text following will refer to Juvonno as Global Office Software as they are the same business entity. The name Global Office Software will be used going forward.
Global Office Software represents and warrants that the performance of Services under this Agreement shall not breach any agreement between Global Office Software and unrelated third parties to keep such parties proprietary information confidential.
Use of Information
Global Office Software shall only use the Confidential Information in connection with performing Services hereunder and shall at all times observe complete confidentiality with regard to the Confidential Information. No Global Office Software employee or subcontractor will have access to any Customer computer system or data without having received a PHIA orientation and having signed the Customer’s pledge of confidentiality.
Disclosure of Information
Global Office Software shall not permit or authorize access to or disclosure of the Confidential Information to any other person other than Global Office Software’s employees who have a need-to-know and who have executed confidentiality agreements with Global Office Software obligating them to comply with the provisions that are set forth herein.
Unauthorized Leakage Responsibility
Global Office Software shall promptly notify Customer in writing of the existence of any circumstances surrounding any unauthorized knowledge, possession or use of the Confidential Information by any person or entity other than Global Office Software or its authorized employees.
Recognition of the Value of Information
Global Office Software understands and agrees that any information that it learns or has access to in connection with providing Services hereunder that is proprietary to Customer, or is marked Confidential, constitutes valuable intellectual property and trade secrets of Customer and/or other parties to whom Customer owes an obligation of non-disclosure (Confidential Information).
Customer is hereby authorized to audit and/or make reasonable inquiries and investigation concerning Global Office Software’s compliance with the provisions of this Agreement and may, upon written notice to Global Office Software, require proof of compliance with the confidentiality provisions of this Agreement and the names of the persons and/or entities who are or have been permitted access to or disclosure of the Confidential Information.
Acknowledgement of Damage Due to Leakage
Global Office Software acknowledges that the unauthorized use or disclosure of the Confidential Information will (a) substantially diminish the value of the trade secrets and other proprietary rights contained in the Confidential Information; (b) render Customer’s remedy at law for such unauthorized use or disclosure inadequate; and (c) cause irreparable injury in a short period of time.
The charges for Services provided by Global Office Software to Customer shall be at the current fixed rate. Customer may request additional programming support services from Global Office Software on a time and materials basis at Global Office Software standard rate.
Payment is due upon receipt of invoice. Pricing assumes that client agrees to the quoted prices and payment plans. Any additional hours required for training, etc. will be billable. Global Office Software reserves the right to request a payment in credit card form. If customer is unable to pay via method requested, Global Office Software reserves the rights to suspend service until a payment is processed.
Customer shall reimburse Global Office Software for any reasonable expenses that are incurred by Global Office Software in connection with the performance of Services hereunder that have been approved in advance by Customer or are contained in an Assignment applicable to such Services.
Global Office Software will charge the Customer for any and all applicable taxes for services performed.
Relief Due to Damage
If Global Office Software breaches any of its obligations with respect to the use or confidentiality of the Confidential Information as set forth in this Article, Customer shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. Customer shall also be entitled, in addition to any of the relief ordered by a court, to recover all costs and expenses, including reasonable attorney’s fees and disbursements, incurred by Customer in enforcing this Agreement.
The provisions of this Article shall not apply to any Confidential Information that
- (a) is required to be disclosed by judicial action after all available legal remedies have been exhausted.
- (b) enters the public domain through no fault of Global Office Software;
- (c) was known to Global Office Software prior to disclosure by Customer if Global Office Software provides written notice to Customer at the time of disclosure of such knowledge; or
- (d) was in the public domain at the time of disclosure.
Global Office Software and its parent company (Great White North Software Solutions Inc.) owns and retains all rights, title and interest it may have in the Mehd, Juvonno, and all other Global Office Software Source Code incorporated within the Software existing as of the effective date of this Agreement. Global Office Software shall have the right to use, sell, sub-license and distribute the Software, Documentation, Enhancements and any other Development Work completed during this contract to third parties.
Intellectual Property Rights
The Parties acknowledge and agree that Global Office Software will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights. The Customer agrees not to claim any such ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software.
Indemnification and Limitation of Liability
Global Office Software shall indemnify and hold Customer harmless from any claims, suits, damages or actions, including reasonable attorney’s fees and disbursements that Customer may be liable for as the result of, arising from, Global Office Software’s negligence or misconduct in the performance of Services hereunder.
Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANTICIPATED PROFITS OR BUSINESS REPUTATION, EVEN IF THAT PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
License terms begin the day the initial payment is made for the first software license. The Term of this Agreement shall begin on the day the initial payment is made for the first software license and shall continue for 12 months from the initial payment date.
Within the first 60 days of signing the contract the customer may terminate the contract in writing. Training costs, setup costs, and data import costs will be deducted at a rate of $120.00/hr from the first year license fees. The Customer will receive the balance of their first year’s license fees.
The customer may also cancel their upcoming contract renewal within 30 days of the renewal date. Cancellation must be submitted in writing.
Termination Due to Insolvency or Dissolution of Business
Either party may terminate this Agreement immediately if the other party becomes insolvent, files a Petition in Bankruptcy, ceases doing business, or fails to cure a breach of any term or condition of this Agreement within one (1) business day written notice from the other party specifying such breach.
Customer’s Suspension Rights
In the event that Global Office Software is in breach of this Agreement or materially fails to perform the Services stated herein, Customer shall have the right to request Global Office Software to suspend the performance of the Services upon written request until such time as Customer is satisfied that the Services shall be properly performed in accordance with this Agreement.
Global Office Software’s Suspension Rights
Global Office Software shall have the right to suspend the performance of Services in the event that Customer fails to make timely payments in accordance with this Agreement. Global Office Software also reserves the right to suspend the performance of Services, should those Services vary from those set out in the Awarded Contract.
In the event of termination or expiration of this Agreement, each party shall promptly turn over all materials provided to the other party or created by Global Office Software during the term of this Agreement upon written notice from the other party, but in no event later than one (1) business day after receipt of such written notice, and Global Office Software shall certify to Customer in writing that no copies of any such materials have been retained by Global Office Software.
Waiver of Rights
The failure of either party to enforce any terms or conditions of this Agreement shall not constitute a waiver of either party’s right to enforce each and every term and condition of this Agreement.
This Agreement shall not be assignable by the customer without the prior written consent of Global Office Software. Any attempt to assign any part of this Agreement without such consent shall be void.
This Agreement shall be binding upon and insure to the benefit of the parties, successors, legal representatives, and authorized assigns.
This Agreement shall be interpreted and governed by the laws of the Province of Manitoba and Global Office Software hereby agrees to submit to the jurisdiction of the courts of the Province of Manitoba upon appropriate service of documents.
No modification to this Agreement or any Assignment shall be effective unless the modification has been agreed to by both parties in writing.
The parties agree that this Agreement states the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written.
For more information regarding Juvonno’s “Terms and Policies” you can email us at firstname.lastname@example.org