This document was last updated on July 23, 2024
PLEASE READ THESE TERMS AND CONDITIONS OF USE (“Terms”) CAREFULLY BEFORE ACCESSING, COPYING, OR USING ANY OF THE MSP360 RMM SCRIPTS, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS, LIMITATIONS OF LIABILITY, AND YOUR INDEMNITY TO MSP360.
These Terms are a legally binding agreement between You and MSPBYTES, Corp., d/b/a/ MSP360, and its affiliates (collectively, “MSP360”). These Terms govern your access to and use of MSP360’s remote monitoring and management scripts provided at https://console.msp360.com/AP/ScriptLibrary. (the “RMM Scripts”). These Terms constitute a legally binding agreement between You and MSP360. By accessing, copying, or using any of the RMM Scripts, you: (1) acknowledge that you have read and understood these Terms; (2) represent that you are 18 years of age or older and of legal age to enter into a binding agreement; and (3) accept these Terms and agree that you are legally bound by them. If you are accessing, copying, or using the RMM Scripts on behalf of a company, you represent that you have the authority to bind the company to these Terms, and the company is “You”. If You do not agree to any of these Terms, do not access, copy, or use the RMM Scripts.
These Terms are a supplement to, but do not replace, the MSP360 Terms and Conditions found at https://www.msp360.com/company/legal/terms-and-conditions/ (as amended from time to time) In the event of any conflict between these Terms and the MSP360 Terms and Conditions, these Terms shall control.
Subject to these Terms, MSP360 grants to You a limited, non-exclusive, revocable, royalty-free, non-sublicensable, and non-transferable license to access, copy, reproduce, use, and modify the RMM Scripts solely for Your own internal use, strictly in accordance with these Terms.
The RMM Scripts may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release any RMM Script to, or make any RMM Script accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.
You acknowledge and agree that the RMM Scripts are provided under license, and not sold, to you. You do not acquire any ownership interest in the RMM Scripts under these Terms, or any other rights thereto other than to use the RMM Scripts in accordance with these Terms. MSP360 reserve and shall retain the entire right, title, and interest in and to the RMM Scripts, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you.
THE RMM SCRIPTS ARE MADE AVAILABLE TO YOU SOLELY AS A CONVENIENCE AND ARE THEREFORE PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MSP360, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES, MAKES NO AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE RMM SCRIPTS AND YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ANY AND ALL WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MSP360 PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, THAT THE RMM SCRIPTS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE OR HARDWARE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE RMM SCRIPTS AND ASSUME ANY AND ALL RISKS ASSOCIATED WITH YOUR EXERCISE OF THE LICENSE GRANTED HEREIN.
IN NO EVENT AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, WILL MSP360, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE TO YOU FOR DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING AS A RESULT OF THESE TERMS OR OUT OF THE USE OR INABILITY TO USE THE RMM SCRIPTS (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OR DESTRUCTION OF BUSINESS INFORMATION OR DATA, WORK STOPPAGE, COMPUTER HARDWARE FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES), WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF MSP360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend, and hold harmless MSP360 and its affiliates, and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the RMM Scripts or your breach of these Terms.
The license granted herein may be terminated (a) by mutual agreement of MSP360 and You, (b) by You, upon thirty (30) days prior written notice to MSP360 and destruction of all copies of the RMM Scripts and derivatives thereof in your possession and control, and (c) by MSP360, if You breach these Terms. Upon any termination of the license granted herein, You shall immediately cease all use of the RMM Scripts and any derivatives thereof and certify in writing to MSP360 within thirty (30) days after termination that You have destroyed or returned to MSP360 such RMM Scripts and derivatives thereof, including all copies of the foregoing. The provisions of sections 2-7 shall survive termination of the license.
These Terms are governed by the laws of the State of Delaware without regard to its conflicts of laws. You irrevocably agree that any legal action or proceeding arising out of or relating to these Terms shall be brought and determined in the federal courts for the District of Delaware, or if there is no federal jurisdiction, by the state courts of Delaware, and You hereby irrevocably agree to submit to the exclusive jurisdiction of the aforesaid courts, with regard to any such action or proceeding arising out of or relating to these Terms or the RMM Scripts. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. If any provision of these Terms is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of these Terms will continue in full force and effect. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.