Service Agreement

These terms of Service outline the rules and regulations for using 360 Technologies USA LLC’s Website.

Effective: September 2nd, 2020

This is an agreement between you (Customer) and 360 Technologies USA, LLC., a Florida corporation (“360 Tech”). The Agreement is effective as of the date the last party signs the purchase order form or when the Customer completes a purchase on the 360 Tech website (“Effective Date”).

DEFINITIONS

360 TECH is a company dedicated to developing Software for small and medium-sized businesses and thus supporting growth with the use of cutting-edge technology.

Capitalized terms have the meanings described in this section or the body of the Agreement.

“Agreement” means this Software as a Service Agreement and all Order Forms (unless otherwise required by context).

“Customer Data” means all electronic data or information the Customer submits to the Service.

“Order” and” Orders” means a Customer purchase using a 360 TECH ordering document (the order form) or Customer purchases made through the 360 TECH website that references this Software as a Service Agreement.

“Service(s)” means “Live 360” software, a proprietary customer relationship management (CRM), and “Flash Team 360”, an online project management software based on the Kanban methodology (Software as a service), accessible via the Internet.

“Third Party Products” means any products or services not developed by 360 TECH.

“User” means an employee or independent contractor of Customer that Customer authorizes to use the Service on Customer’s behalf.

Acceptance of terms

BY USING THE SERVICES, YOU AGREE, ON BEHALF OF YOURSELF AND THOSE YOU REPRESENT, TO COMPLY WITH AND BE LEGALLY BOUND BY THESE TERMS, AS WELL AS OUR PRIVACY POLICY AND ALL APPLICABLE LAWS. IF YOU, FOR YOURSELF OR ON BEHALF OF THOSE YOU REPRESENT, DO NOT AGREE TO ANY PROVISION OF THESE TERMS, YOU MUST, FOR YOURSELF AND ON BEHALF OF ANY SUCH PERSON(S), DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND IF YOU ARE ALREADY REGISTERED, CANCEL YOUR ACCOUNT.

SERVICE AND SUPPORT

2.1. Provision of Service. 360 TECH shall provide the Customer access to the Service for the number of users specified on the Order.

2.2. Use of Service. The Customer shall use the Service and the data generated by the Service only for its intended purpose and the Customer’s internal business use.

2.3. Support. 360 TECH shall provide Customers with technical support, both telephonic or email (“Customer Support”), between 9:00 am and 6:00 pm, the United States Eastern Standard Time.

        RESPONSIBILITIES AND RESTRICTIONS

3.1. 360 TECH Responsibilities. 360 TECH shall: (i) provide Customer access to the Service by this Agreement and all applicable laws; and (ii) provide the Service with a minimum of 99.0% Uptime during any calendar month, except 360 TECH shall have two days to restore availability after any downtime. “Uptime” means the availability of the Service, excluding lack of availability due to Customer or third-party causes, downtime for maintenance, or a force majeure event.

3.2. Customer Responsibilities. Customer shall: (i) cause Users to comply with this Agreement; (ii) cooperate with 360 TECH so that 360 TECH can provide the Service, including using reasonable efforts to make people and information available; (iii) be responsible for the Customer Data, except for 360 TECH’s obligations described in Section 5 (Confidentiality); (iv) use reasonable efforts to prevent unauthorized access or use of the Service and promptly notify 360 TECH if Customer discovers any unauthorized access or use; and (v) use the Service by this Agreement and applicable laws.

3.3 Restrictions. Only authorized Users may use the Service and only with the account credentials issued to that User. Users may not share their account credentials. Customer shall not and shall not permit any third party to (i) use the Service except as expressly authorized under this Agreement; (ii) interfere with or disrupt the integrity or performance of the Service; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Service available; (iv) remove any title, trademark, copyright, or restricted rights notices or labels from the Service; (v) modify or create a derivative work of the Service or any portion of the Service; (vi) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code, object code or underlying structure or algorithms of the Service.

 FEES

4.1. Fees. The Customer shall pay all fees specified in all Orders (“Fees”). Fees are quoted and payable in United States dollars and are non-refundable, except as described in Section 7 (Suspension and Termination) before access to the Service. Credit cards and Amazon Pay™ (“Method”) are the only payment mechanism we will accept for payment of a monthly or yearly subscription fee (“Subscription Fee”) for a Paid Plan. If You select the Monthly Fee, the Method You provide as part of the Billing Data will be automatically and immediately billed on the select Day of each month. If You select the Yearly Fee, the Method You provide as part of the Billing Data will be automatically and immediately billed on the Day You sign up. As long as Your Account remains active and in good standing, you will be charged the Subscription Fee even if You never use the Service. You may, however, cancel Your Paid Plan at any time.

4.2. Taxes. Fees exclude all taxes, including applicable sales, excise, or use taxes (“Taxes”). 360 TECH shall include any Taxes on an Obrder or invoice, if applicable. The Customer shall pay any Taxes directly or to 360 TECH, as the law requires. If Customer is exempt from paying taxes, Customer shall provide 360 TECH with a valid tax exemption certificate. The Customer is not responsible for taxes based on 360 TECH’s net income, property, or employees.

4.3. Invoicing and Payment Using Order Forms. 360 TECH shall invoice the Customer according to the terms of the Order. Unless the Order states otherwise, Fees are due upon receipt of the invoice. The Customer shall provide 360 TECH with complete and accurate billing and contact information and promptly notify 360 TECH of any changes throughout the Term. Access to the Service commences upon receipt of Fees.

4.4. Payment Disputes. Suppose the Customer disputes any invoiced amount in good faith. In that case, Customer shall give 360 TECH written notice with detailed support of the conflict within ten business days of Customer’s receipt of the invoice. If Customer fails to do so, Customer waives its right to dispute that invoice, and the invoice 360 Tech will be deemed accurate and valid. This section does not waive the Customer’s obligation to pay all undisputed Fees.

        CONFIDENTIALITY

5.1. Definition. “Confidential Information” means oral, electronic, or written Information disclosed by a party designated confidential or reasonably should be understood to be confidential given its nature and the circumstances of its disclosure. Customer Confidential Information includes the Customer Data. 360 TECH Confidential Information includes but is not limited to Information about the features, functionality, and performance of the Service, pricing, and this Agreement. Confidential Information does not include information that: (i) is now or becomes generally known or available to the public without breach of this Agreement by 360 TECH ; (ii) was acquired by 360 TECH without restriction on its use or disclosure before the Information was received from the Customer; (iii) is obtained by 360 TECH without restriction on its use or disclosure from a third party authorized to make the disclosure, or (iv) is independently developed by 360 TECH without using or referring to the Customer’s Confidential Information.

5.2. Protection of Confidential Information. 360 TECH may only use the Customer’s Confidential Information about this Agreement. 360 TECH shall maintain the confidentiality of the Customer’s Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary Information (including but not limited to maintaining reasonable administrative, physical, and technical safeguards) and no less than a good degree of care. 360 TECH shall not disclose any of the Customer’s Confidential Information except to 360 TECH’s employees, contractors, and agents who need to know the Information to provide the Service or about an event described in Section 12.5 (Assignment), in which case 360 TECH shall cause these recipients to agree to and abide by commercially reasonable confidentiality terms. Each party has the right to obtain an injunction (without having to post a bond) to prevent any breach or continued breach of this section.

6.PROPRIETARY RIGHTS

6.1. Customer Ownership and Licenses. Customer owns all rights, title, and interest in and to Customer Data.  Customer grants 360 TECH a worldwide, non-exclusive, royalty-free, non-sublicensable (except as needed to provide the Service), non-transferable (except as described in Section 13.5 (Assignment)) right to access and use the Customer Data to provide the Service to Customer and to monitor and improve the Service.

6.2. Blind Data. 360 TECH may collect, develop, create, extract, compile, synthesize, analyze, and commercialize statistics, benchmarks, measures, and other information based on Aggregated Data (collectively, “Blind Data”). Blind Data will be owned solely by 360 TECH and may be used for any lawful business purpose without a duty of accounting to the Customer. “Aggregated Data” means Customer Data that is (i) anonymized and not identifiable to any person or entity; (ii) combined with the data of other customers or additional data sources; and (iii) presented in a way that does not reveal Customers or Customer user identity.

6.3. Feedback. If the Customer provides Feedback, the Customer grants 360 TECH a worldwide, perpetual, irrevocable, sub-licensable, royalty-free, transferable license to use the Feedback in the Service and any intellectual property 360 TECH develops.” Feedback” means recommendations, suggestions, enhancement requests or other Feedback or any ideas, technology, developments, derivative works or other intellectual property related to the Service, or any services or products provided by 360 TECH.

6.4. Reservation of Rights. 360 TECH and its licensors reserve all rights, titles, and interests in and to the Service, including all related intellectual property rights, subject to the limited rights expressly granted in this Agreement. No other rights are given to the Customer by this Agreement.

6.5. Use of the Logo. Customer, at this moment, grants 360 TECH the express right to use Customer’s company logo on the 360 TECH website, marketing, sales, financial and public relations materials, and other communications solely to identify Customer as a 360 TECH client. 360 TECH grants Customer the express right to use the 360 TECH logo solely to identify 360 TECH as a service provider to Customer. Other than as expressly set forth herein, neither party shall use the other party’s trademarks, codes, drawings, or specifications without the other party’s prior written permission.

 7.SUSPENSION AND TERMINATION

7.1. We may suspend your user account or temporarily restrict access to the whole or part of any Service in case of any suspected illegal activity, extended periods of inactivity, or requests by law enforcement or other government agencies. Objections to the suspension or disabling of user accounts should be made to info@360techusa.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also remove your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Agreement and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if 360 TECH breaches its obligations under this Agreement, and in such event, you will be entitled to a prorated refund of any prepaid fees. Termination of the user account will include denial of access to all Services, deletion of information in your user account, such as your email address and password, and deletion of all data in your user account.

7.2. Effect of Termination. The Customer shall cease using and accessing the Service on the Termination Date. Section 3.3 (Restrictions), Section 5 (Confidentiality), Section 6 (Proprietary Rights), Section 7 (Suspension and Termination), Section 9 (Limitation of Liability), and Section 13 (General Terms) will survive termination. All other rights and obligations will be of no further force or effect.

 8. WARRANTIES AND DISCLAIMERS

8.1. Mutual Warranties. Each party represents that it (i) has the legal power to enter into this Agreement; (ii) will comply with all applicable laws during the Term; and (iii) will use reasonable efforts to avoid transmitting to the other party any harmful or malicious code, files, scripts, agents or programs.

8.2. Warranty Disclaimer. Except as set forth herein or as noted on the Order, 360 TECH does not make any representations that the functions performed by the Service will meet all of the Customer’s requirements, that the operation of the Service will be uninterrupted or error-free, that all defects in the Service will be corrected, or that the Service will be available in all languages or all countries. THE SERVICE IS PROVIDED ”AS IS.” EXCEPT AS EXPRESSLY PROVIDED HEREIN, 360 TECH MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SPECIFICALLY, THIRD-PARTY CONTENT AND TEST FEATURES ARE PROVIDED ”AS IS,” EXCLUSIVE OF ANY WARRANTY. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY NETWORKING OR HOSTING PROVIDERS OR THIRD-PARTY PRODUCTS.

9.LIMITATION OF LIABILITY

9.1 Limitation of Liability. IN NO EVENT 360 TECH or EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, NO EXCEEDING THE TOTAL AMOUNT PAID BY THE CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE PRECEDING LIMITATIONS 360 TECH DO NOT APPLY TO CUSTOMERS’ PAYMENT OBLIGATIONS.

9.2. Exclusion of Consequential and Related Damages. IN NO EVENT 360 TECH EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PRECEDING 360 TECH DOES NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. CALL CONDITIONS AND CALL RECORDING

Calls

-360 TECH, through the Service, offers the possibility of making calls from the computer and an IP telephone, with a unique telephone number assigned to the CUSTOMER. With this Service, it is possible to call your contacts directly from the SERVICE and keep a record of them, including notes about the call, date, and time.

-The CUSTOMER is solely responsible for using the assigned telephone number. 360 TECH reserves the right to suspend or terminate an account if it violates anti-spam regulations and any local, state, or federal law.

Recording

This option allows the CUSTOMER to record a call in progress, stored in the CUSTOMER’s paid Live 360 account. You can replay the recording as often as you like or download it to a computer. It is illegal in some US states to make the recording without notifying the recipient of the call. We strongly recommend using a script at the beginning of the call to inform the other party that the call is being recorded. The CUSTOMER is solely responsible for using this option to record calls.

Storage of recordings for ten years.

Availability: Recordings will be stored for ten years as long as the account is active.

Cancellation: If the CUSTOMER wishes to cancel their account or downgrade to a free version, the CUSTOMER must download the recordings. Please note that only the audio file will be downloaded. The notes, the data of who the call was made to, or from which number are not included in the download. The CUSTOMER are responsible for organizing the audio with their respective information. The assigned number, SMS, Emails, and voice messages will be available for 60 days. After this period, they will be permanently removed from the SERVICE.

If the CUSTOMER wishes to keep the recordings in Live 360 without contracting a Regular plan* (SMS, Calls, MMS, Voice, etc.), he can request a basic storage plan. This p lan will allow CUSTOMER, for a monthly fee, to keep your recordings (starting at $9.99/month). The CUSTOMER can reactivate the plan anytime from their Live 360 user profile.

Buy minutes for calls.

Regular paid accounts only need to purchase minutes to activate calls. The following section shows how to do this.

Buy additional calling minutes:

-To buy additional minutes, go to the Shopping Cart, then in Calls, select the number of minutes to buy and press add to cart. Complete the purchase by clicking Place Order. The minutes will be available immediately. Minutes purchased in this way expire three months from the date of purchase if not used.

How are 360TECH voice and calling product minutes rounded up for billing?

When 360TECH voice and calling products are billed to your account, partial minutes (less than 60 seconds) are rounded up to the next whole minute. For example, a call of 1 minute and 20 seconds would be billed as 2 minutes. This policy applies to voice calls and phone calls.

12. SECURITY INFRASTRUCTURE

The SERVICE’s infrastructure is designed with layers of protection to help ensure your data is secure while transmitted, stored, or processed. Protections include encryption, least privilege access, and secure software development. Please refer to the Security section under About in the main menu.

13. GENERAL TERMS

13.1. Dispute Resolution; Governing Law. The parties shall use good faith and reasonable efforts to resolve any dispute before initiating legal action. The laws of the State of Florida, excluding choice of law principles, govern this Agreement.

13.2. Notices. Notices under this Agreement must be in writing. They will be considered given upon (i) delivery by traceable courier or mail (delivery confirmation/ return receipt requested) or (ii) the second business day after sending by email. Notices to 360 TECH should be sent to info@360techusa.com or 360 TECH’s Legal Department at the above address. Billing notices and notices relating to this Agreement will be sent to the contacts designated by the Customer on the Order or via email to the Customer’s email address associated with their 360 TECH account.

13.3. Customer references. During the Term, 360 TECH may include the Customer’s name, logo, success stories on 360 TECH’s website, press releases, sales, promotional literature, and customer lists.

13.4. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an event outside the reasonable control of the obligated party, including but not limited to an electrical, internet, or telecommunication change or outage not caused by the bound party; government restrictions; or illegal acts of third parties. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

13.5. Assignment. Neither party may assign any of its rights or obligations under this Agreement without the other party’s prior written consent (not to be unreasonably withheld), except either party may assign this Agreement in its entirety without the other party’s consent to its affiliate or as part of a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.

13.6. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

13.7. Waiver. No failure or delay by either party to exercise any right under this Agreement will constitute a waiver of that right unless expressly stated in this Agreement.

13.8. Severability. Suppose a court of competent jurisdiction holds any provision of this Agreement as invalid or unenforceable. In that case, the condition will be modified to the minimum extent necessary to make it enforceable. The requirement will be disregarded only if such modification is impossible or legally prohibited. The remaining provisions of this Agreement will remain in effect.

13.9. Order of Precedence. The Order form will control if there is a conflict or inconsistency between any physical Order form and this Service Agreement.

13.10. Entire Agreement. This Agreement is the entire Agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No change to any provision of this Agreement or any Order will be effective unless in writing and signed by an authorized signatory of the party against whom the change is asserted. 

13.11. Headings. Headings are for reference only and do not affect the meaning or interpretation of this Agreement.

13.12. Signature Authority. The person signing Order forms or agreeing to this Service agreement via purchase on the 360 TECH website represents that they have the authority to bind the Customer to the terms of this Agreement.

13.13 Modification of Agreement. We reserve the right, at our sole discretion, to modify or replace the terms at any time. If the alterations constitute a material change to the Agreement, we will notify you by posting an announcement on the site. What constitutes a material change will be determined at our sole discretion. You shall be responsible for reviewing and becoming familiar with any such modifications. Using any Services shall constitute your acceptance of the Agreement as modified.

Last updated: March 21, 2023