Masjidii Terms of Service

These Masjidii Terms of Service (the “Agreement”) governs Your purchase and ongoing use of the Masjidii Services.

 

Definitions


 

  1. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of such entity.

  2. “Agreement” means these Terms of Service, including terms of use and materials available on the Masjidii website (https://www.Masjidii.com) incorporated by reference herein as such materials may be updated by Masjidii from time to time in its sole discretion.

  3. “Content” means the audio and visual information, documents, software, products, and services contained or made available to You in the course of using the Masjidii Services.

  4. “Data” means electronic data and information submitted by You and stored in the Data Platform, and available to be processed by the Masjidii Services, not including Metadata.

  5. “Data Platform” means the cloud or on-premise platform upon which Your Data resides, and certain application services with which the Masjidii Services interoperate. Examples of Data Platform include Customer-maintained data platforms as well as Salesforce.com, Amazon Web Services (“AWS”), Microsoft Azure, Oracle (on premise or cloud), and SAP Hana (on premise or cloud) data platforms.

  6. “Data Processing Addendum” or “DPA” means the addendum drafted in compliance with the EU General Data Protection Regulation 2016/679 (“GDPR”), available upon request at legal [at] Masjidii.com, and incorporated herein by this reference. By agreeing to the terms of this Agreement, You are agreeing to the terms of the DPA and each of its appendices. For the purposes of the Standard Contractual Clauses attached to the DPA, as applicable, You and each of Your authorized Affiliates are each the data exporter, and Masjidii is the data importer.

  7. “Direct Competition” by You is strictly prohibited and means accessing the Masjidii Services to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Masjidii Services, (c) copy any ideas, features, functions or graphics of the Masjidii Services; (d) modify or make derivative works based upon the Masjidii Services or the Content; (e) reverse engineer the Masjidii Services or any component thereof; or (f) copy, frame, or mirror any part or Content of the Masjidii Services other than for Your own internal business purposes.

  8. “Effective Date” means the date You click to accept the terms of this Agreement.

  9. “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, licenses and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

  10. “Malicious Code” means computer viruses, worms, time bombs, Trojan horse software and other harmful or malicious code, files, scripts, agents, or programs.

  11. “Metadata” means configuration data that describes how a Masjidii application functions and how it is presented in the user experience for You.

  12. “Purchased Masjidii Services” means Masjidii Services that You or Your affiliates purchase, as distinguished from those provided pursuant to a Free Developer Account.

  13. “Service Administrator” means those Users designated by You who are authorized to purchase Masjidii Services subscriptions and to create User accounts and otherwise administer Your use of the Masjidii Services.

  14. “Masjidii Credentials” means the username and password that uniquely identifies a User and allows that User to access and use the Masjidii Services. Masjidii Credentials are stored where the Masjidii Services are installed.

  15. “Masjidii Data” means data and/or Metadata You create with the Masjidii Services to define and display Your user interfaces, such as new Masjidii Pages, Masjidii Page Assignments, or Masjidii apps, and any customizations made to or with the Masjidii Services. Masjidii Data is stored where the Masjidii Services are installed.

  16. “Masjidii Services” means the online, Web-based applications provided by Masjidii that are ordered by You as part of a Free Developer Account or Purchased Masjidii Services, including any associated online or offline components, but excluding Third-Party Applications. Masjidii Services include software, Content, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information made available to You by Masjidii in providing the Masjidii Services. Masjidii Services are installed on either Salesforce.com as a Salesforce managed application (“Masjidii for Salesforce”) or on AWS as a Platform as a Service (PaaS) offering (“Masjidii Platform”).

  17. “Term” means the contract term, beginning on the Effective Date and ending on the date that is one month or one year (depending on the term you select), as it may have been previously extended, unless terminated earlier as set forth herein.

  18. “Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Masjidii Services, and are identified as third-party applications.

  19. “User” or “Users” means an individual or individuals who are authorized by You to use the Masjidii Services pursuant to a free trial or for whom subscriptions to the Masjidii Services have been purchased, and who have been supplied User identifications and passwords by You (or by Masjidii at Your request). Users may include, but are not limited to, Your employees, consultants, contractors, and agents.

  20. “User Guide” means the online documentation for the Masjidii Services, accessible through http://help.Masjidii.com, as updated from time to time.

  21. “We” or “Us” means Masjidii.

  22. “You” or “Your” means the company or other legal entity for which You are accepting this Agreement, and the Affiliates of that company or entity and/or the individual entering this Agreement on behalf of such entity, as indicated by context.

 

General Terms


 

You agree to the terms of this Agreement by clicking to accept its terms, or by completing the registration process for a Trial Account. You acknowledge that an active subscription to a Data Platform service is required for use of the Masjidii Services. The person signing this Agreement represents that s/he is entering into this Agreement on behalf of a company or legal entity, and that s/he has the authority to bind such entity to this Agreement. If You do not have such authority, or if You do not agree with these Terms and Conditions, You must not accept this Agreement and may not use the Masjidii Services.

 

Purchased Masjidii Services


 

  1. Provision of Purchased Masjidii Services. We will make the Purchased Masjidii Services available to You pursuant to this Agreement during the Term.

  2. Updates to Masjidii Services. Masjidii may update the Masjidii Services in its sole discretion, with each update to be provided to You as is made available by Masjidii to any of its customers. Updates that are required to bring You into compliance with any applicable laws will be provided at least thirty (30) days before compliance is required by such laws, or as soon as is practicable. Updates to the Masjidii Services will be deemed part of the Masjidii Services.

 

Use of the Masjidii Services


 

  1. Masjidii's Responsibilities

    1. Masjidii shall provide the Masjidii Services only according to applicable laws and government regulations.

    2. Masjidii will maintain administrative and technical safeguards for protection, security, confidentiality, and integrity of Masjidii Data and Masjidii Credentials on the Masjidii Platform offering only. These safeguards are provided by Salesforce.com for the Masjidii for Salesforce offering. Such safeguards will include measures for preventing access, use, modification, or disclosure of Masjidii Data and Masjidii Credentials by anyone other than Your personnel and Masjidii’s personnel, except (a) to provide the Masjidii Services and prevent or address service or technical problems, (b) as expressly permitted in writing by You, or (c) as compelled by law. To the extent that Masjidii processes any Personal Data (as defined in the DPA) on Your behalf in the provision of Masjidii Services, the terms and conditions of the DPA shall apply.

  2. Your Responsibilities

    1. The Masjidii Services provided under this Agreement are solely for Your benefit and may not be accessed by any third parties.

    2. You acknowledge that the Masjidii Services may experience interruptions arising out of limitations, delays, and other problems commonly occurring in the use of the Internet, use of Your Data Platform, use of other cloud platforms, and use of computer communications. You acknowledge that Masjidii is not responsible for damages, including, but not limited to, incidental or consequential damages arising from such interruptions.

  3. Prohibited Uses You shall not:

    1. Make the Masjidii Services available to any third party;

    2. Access the Masjidii Services in Direct Competition with Masjidii, or permit access to the Masjidii Services to a person or entity that You know or should reasonably know is in Direct Competition with Masjidii;

    3. Sell, resell, rent, or lease the Masjidii Services;

    4. Access the Masjidii Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, competitive or anti-competitive purposes;

    5. Use the Masjidii Services to store, transmit, or publish infringing, libelous, or otherwise unlawful or tortious material, material in violation of third-party privacy rights, personal information in violation of any applicable law, financial information of Your members or constituents, or material containing Malicious Code;

    6. Provide access to the Masjidii Services to any user, parent, affiliate or subsidiary organized or existing under the laws of a country or territory embargoed by the United States.

  4. Usage Limitations. Masjidii Services may be subject to other limitations as described in the Master Subscription Agreement between You and Your Data Platform provider(s) and/or specified in Your Data Platform provider(s) user guide, such as limits on disk storage space, or limits on the number of calls You are permitted to make against the application programming interface. Some Data Platform providers give real-time information to enable You to monitor Your compliance with such limitations.

 

Fees and Payment for Purchased Masjidii Services


 

  1. User Fees. You shall pay monthly or annually (as selected by You) in advance all fees specified for the Masjidii Services You have selected. The initial charges will be equal to the current number of total user subscriptions requested times the user subscription fee currently in effect. Except as otherwise specified herein, (i) fees are quoted and payable in United States dollars (ii) fees are based on the Masjidii Services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of user subscriptions purchased cannot be decreased during the relevant term. User subscription fees are based on periods that begin on the Effective Date and continue until terminated pursuant to Section 13 (Term and Termination), below.

  2. Invoicing and Payment. You will provide Masjidii with valid and updated bank information, and You authorize Masjidii to charge such bank for the Masjidii Services You have selected. Such charges shall be made monthly or annually in advance (as selected by You).

  3. Billing Information. You agree to provide Us with complete and accurate credit card, billing, and contact information. This information includes Your legal company name, street address, email address, and name and telephone number of an authorized billing contact and Service Administrator. You agree to update this information within 10 days of any change to it. If the contact information You have provided is fraudulent, Masjidii reserves the right to terminate Your access to the Masjidii Services without notice, in addition to any other legal remedies. Masjidii uses a PCI-DSS Level 1 compliant third-party as a merchant service provider, which hosts the Masjidii payment pages. As a result, your credit card information is sent directly to the third-party, and is not received or stored by Masjidii.

  4. Suspension of Masjidii Services If any payment by credit card owing by You under this or any other Agreement for Masjidii Services is 10 or more days overdue, Masjidii may, without limiting its other rights and remedies, suspend Your access to the Masjidii Services until all outstanding amounts are paid in full.

  5. Payment Disputes To receive an adjustment or credit for any billing errors, You must contact Masjidii in writing within 30 days of the date of the credit card charge containing the amount in question. Masjidii shall not exercise its rights under Section 7.4 (Suspension of Masjidii Services) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

  6. Taxes. Unless otherwise stated, Masjidii’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal, or foreign jurisdiction (collectively, “taxes”). You are responsible for paying all taxes that may be associated with Your purchases hereunder. If Masjidii pays taxes for which You are responsible, any amount paid, plus all costs and expenses incurred by Masjidii, relative to such taxes shall be invoiced to and paid by You.

  7. Reconnection Fee. We reserve the right to impose a reconnection fee in the event (i) Your access to the Masjidii Services is suspended because of nonpayment; or (ii) Your access to Your Data Platform(s) has been suspended, and thereafter You request access using the Masjidii Services.

 

Proprietary Rights


 

  1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Masjidii reserves all rights, title, and interest in and to the Masjidii Services, including all related Intellectual Property Rights. No rights are granted to You hereunder other than as expressly set forth herein. Masjidii alone (and its licensors, where applicable) shall own all rights, title, and interest, including all related Intellectual Property Rights, in and to Masjidii’s technology, content and the Masjidii Services, and any ideas, suggestions, enhancement requests, feedback, recommendations, or other information (collectively, the “Ideas”) provided by You or any other party relating to the Masjidii Services. Masjidii may, in its sole discretion, incorporate any Ideas into the Masjidii Services. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Masjidii Services, technology, or the Intellectual Property Rights owned by Masjidii.

  2. Ownership of Your Data. You will retain all rights, title, and interest in and to any Data, information, or materials provided by You, including Masjidii Data.

  3. Federal Government End Use Provisions. Masjidii provides the Masjidii Services, including related software and technology, for ultimate federal government end use solely according to the following: Government technical data and software rights related to the Masjidii Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided according to FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data — Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Masjidii to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

  4. Infringement. You will promptly notify Masjidii if You learn of a violation of any of Masjidii’s Intellectual Property Rights. Masjidii may, but will not be obligated to, prosecute such violation at Masjidii’s expense and to retain the full amount of any sums recovered as damages. You will provide Masjidii with reasonable cooperation in any such action at Masjidii’s expense. Provided, however, if any violation relates to Your or any of Your User’s actions or failure to act, You shall be responsible for all damages and expenses, including attorney fees, associated therewith as determined by a court of competent jurisdiction or other trier of fact, to the extent that such action is finally determined to have resulted from Your negligence or willful misconduct.

 

Confidentiality

  1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, Confidential Information of each party shall include business and marketing plans, technology and technical information, formulas, concepts, product plans and designs, and business processes disclosed by such party. Your Confidential Information shall include Your Data; Masjidii’s Confidential Information shall include the Masjidii Services and all pricing terms. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without the breach of any obligation owed to the Disclosing Party.

  2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, Confidential Information shall be received and maintained by the Receiving Party in the strictest confidence in accordance with applicable law, and shall not be disclosed to any third party. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Furthermore, neither party shall use such Confidential Information for any purpose other than those purposes specified in this Agreement.

  3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prompt prior notice of such compelled disclosure to allow the Disclosing Party a reasonable opportunity to contest the disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil or criminal proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

  4. Privacy and Disclosure. Masjidii will not access Your networks or access or use any personal data or Your sensitive business information under this Agreement, except when requested by You, and Masjidii will not review, use, process, disclose, or otherwise handle such information. To the extent applicable for the activities contemplated under this Agreement, Masjidii will comply with all applicable privacy and security laws to which it is subject, and will not, by act or omission, place You in violation of any applicable privacy or security law.

  5. Communications from Masjidii Users may be asked whether or not they wish to opt in to receive marketing and other noncritical Masjidii Services-related communications from Masjidii from time to time. Users may opt out of receiving such communications at any subsequent time by changing their preference under Personal Setup. Note that because the Masjidii Services is a hosted, online application, Masjidii occasionally may need to notify all Users (whether or not they have opted in as described above) of important announcements regarding the operation of the Masjidii Services.

  6. Customer Reference; Trademark Licence.Each party may display on its website and in sales presentation collateral the company logo of the other party, and may identify Customer as a customer of Masjidii in the ordinary course of business. Any other use of a party’s logo shall be upon prior written approval only. 
    For the purposes of the foregoing, each party (“Licensor”) grants to the other party (“Licensee”) a limited non-transferable, non-exclusive, royalty-free, license to use Licensor’s trademarks and logos specifically identified by Licensor (the “Marks”). Licensor may immediately terminate Licensee’s license to use the Marks, if Licensor, in its sole discretion, believes Licensee’s use disparages, dilutes, tarnishes or blurs the value of Licensor’s Marks. Licensee shall use the Marks exactly in the form provided and in conformance with any trademark usage policies that Licensor may communicate to Licensee from time to time. Licensee shall place a ®, ™, or © symbol, as appropriate, with the Marks as requested by Licensor. Any rights not expressly granted by Licensor to Licensee are reserved to Licensor, and all implied licenses are disclaimed. Licensee shall not exceed the scope of the license granted hereunder. Title to and ownership of Licensor’s Marks (including without limitation, all rights therein under copyright, trademark, trade secret and similar laws) shall remain with Licensor. Licensee acknowledges that its use of Licensor’s Marks will not create in it, nor will it represent it has, any right, title or interest in or to the Marks, other than the limited license granted by Licensor herein. Licensee will not challenge the validity of or attempt to register any of the Marks or its interest therein as a licensee, nor will it adopt any derivative or confusingly similar names, brands, marks, or domain names, or create any combination marks with Licensor’s Marks. Licensee acknowledges Licensor’s ownership and exclusive right to use Licensor’s Marks and agrees that all goodwill arising as a result of the use of Licensor’s Marks shall inure to the benefit of Licensor. Upon expiration or termination of this Agreement, the rights granted to Licensee pursuant to this Section 9.6 will terminate, and Licensee will immediately cease use of any of Licensor’s Marks.

 

Warranties and Disclosures


 

  1. Limited Warranty. Masjidii does not guarantee or warrant that Purchased Masjidii Services will properly function with the software of any third party unless specifically so stated herein. Masjidii warrants that Purchased Masjidii Services will perform substantially in accordance with the User Guide, so long as You follow the instructions provided. The foregoing warranty is void if the failure of the Masjidii Services is due to Your act or failure to act (including, but not limited to, using the latest version or updates made available to You at no cost by Masjidii), the acts of others, or events beyond Masjidii’s reasonable control.

  2. Limitation of Warranty. Except as otherwise specifically stated herein, You understand and agree that the Masjidii Services are provided “as is” and, Masjidii disclaims all warranties of any kind, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose or non-infringement. Masjidii makes no warranty or representation regarding the results that may be obtained from the use of the Masjidii Services, regarding the accuracy or reliability of any information obtained through the Masjidii Services, or that the Masjidii Services will meet Your requirements, or be uninterrupted, timely, secure, or error free. Use of the Masjidii Services is at Your sole discretion and risk. Except with respect to breach by Masjidii of Section 9 (Confidentiality), You will be solely responsible for any damages resulting from Your use of the Masjidii Services. Except with respect to breach by Masjidii of Section 9 (Confidentiality) or Section 10.1 (Limited Warranty), the entire risk arising out of use or performance of the Masjidii Services remains with You.

  3. Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code.

 

Indemnification


 

  1. By You. You will indemnify, defend, and hold harmless Masjidii against any claim, demand, suit, or proceeding (“Claim”) made or brought against Masjidii relating to (i) the content or use of Your Data, or (ii) Your use of the Masjidii Services in violation of any term of this Agreement, provided that Masjidii (a) promptly gives You written notice of the Claim; (b) gives You sole control of the defense and settlement of the Claim (provided that You may not, without Masjidii’s prior approval, settle any Claim unless the settlement unconditionally release Masjidii of all liability); and (c) provide to You all reasonable assistance, at Your expense.

  2. By Masjidii. Masjidii will indemnify, defend, and hold You harmless against any Claim made or brought against You alleging that the use of the Masjidii Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party. Masjidii’s obligations in this Section 12 are void if You fail to (a) give prompt written notice of the Claim; (b) give Masjidii sole control of the defense and settlement of the Claim (provided that Masjidii may not, without Your prior approval, settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Masjidii all reasonable assistance, at Masjidii’s expense.

  3. Injunction. If an injunction is issued against Your use of the Masjidii Services due to a covered infringement, or if in Masjidii’s judgment any Masjidii Services are likely to become the subject of a successful claim of infringement, Masjidii may at its option and expense: (i) procure for You the right to use such services, or (ii) replace or modify such services so they become noninfringing, or if options (i) and (ii) are not available despite Masjidii’s commercially reasonable efforts, (iii) terminate the subscriptions granted under this Agreement, disable Your access to the Masjidii Services, and refund to You an amount equal to the pro rata Subscription Fee paid by You for the remainder of the term. If you are using the Masjidii Services under a Free Developer Account and injunction is issued or is likely to be issued, Masjidii, in its sole discretion may terminate the subscriptions, and Masjidii shall have no further monetary or other obligation to You. Masjidii shall have no obligation to You to the extent a Claim arises from (i) any modification of the Masjidii Services not performed by Masjidii or (ii) any failure to use corrections or enhancements made available to You that would have rendered the Masjidii Services non-infringing, or (iii) any use of the Masjidii Services in combination with any product or information not supplied or recommended by Masjidii except where combination is required to utilize the Masjidii Services. Sections 11.2 and 11.3 state Masjidii’s sole liability to You, and Your exclusive remedy against Masjidii for any type of Claim described in this Section.

 

Limitation of Liability


 

  1. Limitation of Liability. Except with respect to breaches of Section 9 (Confidentiality) or Section 11 (Indemnification), in no event shall Masjidii be liable for: (i) any claim arising under or relating to this Agreement, the Masjidii Services or any other services provided by Masjidii under any theory of liability including contract, strict liability, indemnity, tort (including negligence), or otherwise, or for any special, indirect, incidental, exemplary, punitive, consequential damages, loss of revenues or loss or inaccuracy of Data or cost of procurement of substitute goods, services or technology, even if Masjidii has been notified of the possibility of such damages; or (ii) damages in excess of the amount of fees paid by You under this Agreement during the 12 months prior to the event giving rise to the claim. Limitation of liability for transfer, protection, storage, security, or confidentiality of Your Data is governed by Your Data Platform Agreement.

  2. Exclusion of Consequential and Related Damages. Except with respect to breaches of Section 9 (Confidentiality) or Section 11 (Indemnification), in no event shall either party have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.

 

Additional Provisions


 

  1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Masjidii Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, (ii) You shall not permit Users to access or use the Masjidii Services in violation of any U.S. export embargo, prohibition, or restriction, and (iv) You will not export, re-export, divert, transfer, or disclose any portion of the Masjidii Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.

  2. 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. There are no third-party beneficiaries to this Agreement.

  3. Waiver and Cumulative Remedies. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. A waiver of any provision of this Agreement by either party will not be construed as a waiver of any other provision of this Agreement, nor will such waiver operate as or be construed as a waiver of such provision respecting any future event or circumstance. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

  4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

  5. Notices. If notice or demand is required or permitted to be given or served by either party to this Agreement to or on the other, the notice or demand must be given or served in writing and served personally or forwarded by certified or registered mail, return receipt requested, or by guaranteed overnight courier service, addressed to Masjidii at 605 Chestnut Street, Suite 700, Chattanooga, TN 37450 or legal [at] Masjidii.com, or to You at the email address You have provided. The date of service of a notice served by mail or overnight courier service will be the date of receipt or refusal of receipt. Either party may change its address by written notice to the other.

  6. Governing Law and Jurisdiction. This Agreement and the respective rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Tennessee and controlling United States law, without giving effect to choice of law principles. The parties hereto consent to the jurisdiction of the courts in Chattanooga, Tennessee.

  7. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

  8. Attorney Fees. Should either party bring an action to enforce the terms of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the other party.

  9. Language and Headings. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.

  10. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Masjidii may assign this Agreement in its entirety, without Your consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

  11. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in forms (such as purchase orders or invoices) provided by either party with preprinted or “boilerplate” language shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

  12. Force Majeure. Except for Your payment obligations, neither party shall be liable to the other for any loss or damage due to delay or failure to perform due to flood, riot, insurrection, fire, earthquake, strike, communication line failure and power failure, explosion, act of God, death or incapacitating illness or injury to key personnel, or any other force or cause beyond the reasonable control of the party.

CONTACT US:

 

7608 Oakfield Way

Brentwood, TN 37027

sales@masjidii.com

T: 844-831-0440
 

© 2017 by Masjidii, Inc.