Terms of service

These Terms of Service (hereinafter referred to “Terms”, “Terms of Service”,“Agreement”, or “Service Agreement”) govern your relationship with the MYKI Service as described below (the “Service”) operated by MYKI, Inc. (also referred to as “us”, “we”, or “our”). It is important that you read this carefully because you will be legally bound to these terms.

Your access to and use of the Service is based on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, customers, and others who access or use the Service.

Please read the following Terms of Service carefully as it contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that may apply to you. By accessing or using the Service you agree to be bound by these Terms and accept all legal consequences. If you do not agree to the terms and conditions of this Agreement, in whole or in part, please do not use the Service.

Description of Service

The “Service” means: (a) MYKI’s password managing, 2FA managing, administrative and related systems and technologies, as well as the website https://MYKI.com (the “Site”), and (b) all software (including the Software, as defined below), applications, data, text, images, and other content made available by or on behalf of MYKI. Any modifications to the Service are also subject to these Terms. MYKI reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice. All rights, title and interest in and to the Service will remain with and belong exclusively to MYKI.

Subscriptions

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a regular basis, typically monthly or yearly.

At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions unless you cancel it or MYKI, Inc. cancels it. You may cancel your Subscription renewal at the end of the agreed ‘Term’ in the ‘ Yearly Licensing Plan’ either through your online account management page or by contacting MYKI, Inc. customer support team.

A valid payment method, including credit card, is required to process the payment for your Subscription throughout the agreed Term. You shall provide MYKI, Inc. or its thirdparty payment processor, with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize MYKI, Inc. to charge all Subscription fees incurred through your account to any such payment instruments. All amounts paid are non-refundable. You further agree to be responsible for all taxes associated with the Service, along with any transaction fees and currency conversions added by your financial institution and intermediaries. All amounts are in United States Dollars.

Free Trial

MYKI, Inc. may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by MYKI, Inc. until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, MYKI, Inc. reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Fee Changes

MYKI, Inc., in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the thencurrent Billing Cycle.

MYKI, Inc. will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds

While all amounts paid are non-refundable, certain refund requests for Subscriptions may be considered by MYKI, Inc. on a case-by-case basis and granted at the sole discretion of MYKI, Inc.

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms.

You are responsible for safeguarding the software that you use to access the Service and for any activities or actions under your account.

You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

Intellectual Property

The Service and all its contents, including but not limited to text, images, graphics or code are the property of MYKI, Inc. and are protected by copyright, trademarks, database and other intellectual property rights. You may display and copy, download or print portions of the material from the different areas of the Service only for your own non-commercial use. Any other use is strictly prohibited and may violate copyright, trademark and other laws. These Terms do not grant you a license to use any trademark of MYKI, Inc. or its affiliates. You further agree not to use, change or delete any proprietary notices from materials downloaded from the Service.

User-Generated Content

“Your Data” means any data and content which you upload, store, retrieve, or otherwise make available through the Service. You retain all of the rights to Your Data. You agree to grant MYKI, Inc. a license to store, retrieve, backup, restore, and otherwise copy Your Data so that we may provide you with the Service.

Links To Other Web Sites

The Service may contain links to third-party web sites or services that are not owned or controlled by MYKI, Inc.

MYKI, Inc. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that MYKI, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Communications

You consent to receiving communications from MYKI, Inc. including but not limited to: notifications, billing emails, account activity emails, service updates, calls regarding our Services, marketing, advertisement, and any other relevant information.

Termination

You are entitled to cease using our Services, but you will continue to be charged for Services until the end of the agreed ‘Term’ in the ‘ Yearly Licensing Plan’.

Our duty is to keep our Service as safe and well maintained as possible. To this end, we may need to terminate accounts for violations of these Terms. In the following circumstances we will provide notice to you prior to termination of your account: (a) you are in breach of these Terms; or (b) you are using our Services in a way that can cause or has caused a risk of harm or loss to either MYKI, Inc. or our other customers.

In such an event our notice will be via email to all or any of the registered account holders, which includes but is not limited to “MSP Admins” and “Team Owners” as they are listed in your account at the time of notice. If you remedy the issues that cause us to send the notice, to our satisfaction, then we will not terminate your access or license to our Services. If you do not remedy the outstanding causes of our termination notice in these circumstances, then we will terminate your account. In the event of such a termination we will provide you with the ability to take your data with you.

There are three very limited circumstances in which we will be unable to send notice to you prior to terminating your access to our Services: (i) you are in material breach of these Terms in such a way as to immediately and seriously endanger us and other users; (ii) we are unable to send you notice because this would cause us legal liability or a disruption to our Service; and (iii) we are unable to notify you due to law. If we terminate your account for the reasons outlined in i-iii, then we will work with you to ensure you retain copies of your data, wherever permitted by law.

All provisions of the Terms shall survive termination, including without limitation: ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination, your right to use the Service will immediately cease.

Limitation Of Liability

MYKI, Inc., its directors, employees, partners, agents, suppliers, or affiliates, shall not be liable for (A) any loss or damage, indirect, incidental, special, consequential or punitive damages, including without limitation, economic loss, loss or damage to electronic media or data, goodwill, or other intangible losses, or (B) for any amount in the aggregate in excess of the fees actually paid by you in the six (6) months preceding the event giving rise to your claim, resulting from (i) your access to or use of the Service; (ii) your inability to access or use the Service; (iii) any conduct or content of any third-party on or related to the Service; (iv) any content obtained from or through the Service; and (v) the unauthorized access to, use of or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other claim in law, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Nothing in this Agreement excludes the liability to MYKI Inc. for: (a) the death or personal injury caused by MYKI Inc.’s negligence; or (b) for fraud or fraudulent misrepresentation.

MYKI Inc.’s total aggregate liability in contract (including in respect to the Indemnity clause) tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising in connection with the performance or contemplated performance of the Services shall be limited to the sum of $100.00 United States Dollars.

Indemnity Clause

You shall defend, indemnify, and hold harmless MYKI, Inc. and its affiliates, officers, directors, employees, agents, successors and permitted assigns against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys’ fees, in connection with any third-party claim, suit, action, or proceeding arising out of or resulting from a material breach of any representation, warranty, or obligation set forth in this Agreement, including bodily injury, death of any person, or damage to real or tangible personal property resulting from the negligent or wilful acts or omissions of MYKI Inc.

Arbitration Clause

If a controversy or claim should arise, you and MYKI, Inc. will attempt in good faith to resolve such controversy or claim by negotiation. If the matter has not been resolved within thirty (30) days by negotiation, you and MYKI, Inc. will attempt in good faith to resolve the controversy or claim in accordance with mediation, with mutually agreeable rules. If the matter has not been resolved by mediation within sixty (60) days of the commencement of mediation, or if either party will not participate in mediation, then the controversy shall be settled by binding arbitration. The written decision of the arbitrator shall be binding and conclusive on the parties. The parties agree that there shall be no pre-arbitration discovery and the arbitrator shall not award punitive damages to either of the parties. Judgment may be entered in any court having jurisdiction.

Disclaimer And Non-Waiver of Rights

MYKI, Inc. makes no guarantees, representations or warranties of any kind as regards to the website and associated technology. Any purportedly applicable warranties, terms and conditions are excluded, to the fullest extent permitted by law. Your use of the Service is at your sole risk. MYKI, Inc. does not warrant that the Services will be uninterrupted or error-free.

The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance, except as provided for under the laws of any state in the United States. In such cases, the state law shall apply to the extent necessary.

MYKI, Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

If you breach any of these Terms and MYKI, Inc. chooses not to immediately act, or chooses not to act at all, MYKI, Inc. will still be entitled to all rights and remedies at any later date, or in any other situation, where you breach these Terms. MYKI, Inc. does not waive any of its rights. MYKI, Inc. shall not be responsible for any purported breach of these Terms caused by circumstances beyond its control. A person who is not a party to these Terms shall have no rights of enforcement.

You may not assign, sub-license or otherwise transfer any of your rights under these Terms.

Exclusions

As set out, above, some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you. State laws of the United States of America may apply to certain products and service provided.

Governing Law

These Terms shall be governed by, and interpreted and enforced in accordance with, the laws in the State of Delaware and the laws of the United States of America, as applicable.

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, then any remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements, oral or otherwise, regarding the Service.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. Any update to these Terms will be included herein and the date of the updated shall be noted above. If a revision is material, we will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Entire Agreement

These terms including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.