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LICENSE
AGREEMENT

BY CLICKING THE “I ACCEPT” BUTTON OR OTHERWISE ACCEPTING THIS PLATFORM END USER LICENSE AGREEMENT (THE “AGREEMENT”), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, IN SUCH EVENT, “YOU” AND “YOUR” AS USED IN THIS AGREEMENT WILL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE PLATFORM.


  1. Agreement Definitions

    1. “You” and “your” refers to the individual or entity that desires to access and use the software as a service from Mio Home Services, LLC’s (“Mio”) software and platform (“Platform”). The term “program documentation” refers to the program user manual as well as any other materials provided or made available by Mio as part of the Platform. The term “Mio programs” refers to the software products owned or distributed by Mio to which Mio grants you access as part of the Platform, including program documentation, and any program updates provided as part of the Platform. The term “users” will mean those individuals authorized by you or on your behalf to use the Platform. The term “your data” refers to the data provided by you that resides on the Platform and expressly excludes any data, including customer data, provided or otherwise made available to you by Mio.

  2. Rights Granted

    1. During the Term and subject to the terms and conditions of this Agreement, Mio hereby grants you a nonexclusive, non-assignable, royalty free, worldwide limited right to access and use the Platform solely for your internal business operations. You may allow your users to access and use the Platform for this purpose and you are responsible for your users’ compliance with this Agreement.

    2. You acknowledge that Mio has no delivery obligation and will not ship copies of the Mio programs to you as part of your use of the Platform. You agree that you do not acquire under this Agreement any license to use the Mio programs or the Platform other than as set forth herein. Upon termination of this Agreement, your right to access or use the Platform and any Mio programs will terminate.

  3. Fees

    1. Mio may charge a fee for your access to and use of the Platform, or elements thereof. If Mio charges a fee for your access to and use of the Platform, or elements thereof, you hereby agree to pay the fee on the terms set forth by Mio or Mio may terminate this Agreement and your access to and use of the Platform. This termination may result in the forfeiture and destruction of all of your data, subject to Section 7.c.

  4. Ownership and Restrictions

    1. You retain all ownership and intellectual property rights in and to your data. Mio or its licensors retain all ownership and intellectual property rights to the Platform and any data, including customer data, that it provides or otherwise makes available to you on the Platform. Mio retains all ownership and intellectual property rights to anything developed and delivered under this Agreement.

    2. Third party technology that may be appropriate or necessary for use with some Mio programs is specified in the program documentation or on the Platform, as applicable. Your right to use such third party technology is governed by the terms of the third party technology license agreement specified by Mio and not under this Agreement.

    3. You may not:

      1. remove or modify any program markings or any notice of Mio’s or its licensors’ proprietary rights;

      2. make the Mio programs, data, or materials resulting from the Platform available in any manner to any third party for use in the third party’s business operations;

      3. modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Platform (the foregoing prohibition includes but is not limited to review of data structures or similar materials produced by programs), or access or use the Platform in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Mio;

      4. license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Platform, Mio programs or materials available, to any third party other than, as expressly permitted under the terms of this Agreement;

      5. except as expressly provided herein, copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means the Platform; and

      6. allow unauthorized third parties from accessing the Platform.

    4. Payment processing services for providers on Mio are provided by Quickbooks and are subject to the Quickbooks Account Agreement, which includes the Quickbooks Terms of Service (collectively, the “Quickbooks Agreement”). By agreeing to this Agreement or continuing to operate as a provider on Mio, you agree to be bound by the Quickbooks Services Agreement, as the same may be modified by Quickbooks from time to time. As a condition of Mio enabling payment processing services through Quickbooks, you agree to provide Mio accurate and complete information about you and your business, and you authorize Mio to share it and transaction information related to your use of the payment processing services provided by Quickbooks.

  5. Warranties, Disclaimers and Exclusive Remedies

    1. Mio warrants that the Platform will perform in all material respects in accordance with the program documentation. If the Platform in any given month during the Term do not perform as warranted, you must provide written notice to Mio no later than five business days after the last day of the applicable month.

    2. MIO DOES NOT GUARANTEE THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT MIO WILL CORRECT ALL ERRORS. YOU ACKNOWLEDGE THAT MIO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. MIO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM THESE PROBLEMS.

    3. hould an element of the Platform become, or be likely to become, in Mio’s opinion, the subject of infringement of a third party intellectual property right, Mio will (a) procure for you the right to continue using the same, or (b) replace or modify it to make it non-infringing, provided that the replacement or modification performs the same functions and matches or exceeds the performance and functionality of the Platform. In the event that Mio reasonably determines that neither (a) nor (b) above is commercially practicable, Mio may terminate this Agreement.

    4. WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES MADE IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, MIO DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  6. Indemnification

    1. Each party (“Indemnifying Party”) hereby releases and will defend, hold harmless, the other party and its subsidiaries, affiliates, directors, officers, employees, agents, successors and assigns (collectively “Indemnified Parties”), from any third party allegation or claim and against any loss, damage, settlement, cost, expense and any other liability (including reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) (“collectively “Claims”), to the extent arising from or related to the Indemnifying Party’s breach of its representations or warranties under this Agreement, gross negligence, strict liability or willful misconduct. Indemnifying Party’s duty to defend is independent of its duty to indemnify.

    2. The Indemnified Party will give the Indemnifying Party prompt written notice of any claim subject to indemnification. The Indemnifying Party will use counsel reasonably satisfactory to the Indemnified Party to defend each Claim, and the Indemnified Party will cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party in the defense. The Indemnifying Party will not consent to the entry of any judgment or enter into any settlement without the Indemnified Party’s prior written consent, which may not be unreasonably withheld. At its discretion and expense, the Indemnified Party may participate in the defense, any appeals, and settlement with counsel of its own choosing. If at any time the Indemnified Party reasonably determines that the Indemnifying Party is not effectively and diligently defending any Claim, the Indemnified Party may take control of the defense of the Claim at the Indemnifying Party’s expense (without limiting the Indemnifying Party’s indemnification obligations).

  7. Term and Termination

    1. This Agreement will commence as of your date of acceptance and will continue until terminated in accordance with termination provisions herein (“Term”).

    2. Mio may terminate your access to and use of all or any part of the Platform at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all of your data. If you wish to terminate your access to and use of the Platform, you may do so by contacting us or through the account settings.

    3. At your request, and for a period of up to 60 days after the termination of this Agreement, Mio may permit you to access the Platform solely to the extent necessary for you to retrieve a file of your data then in the Platform environment. You acknowledge agree that Mio has no obligation to retain your data and that your data may be irretrievably deleted after 60 days following termination of this Agreement.

    4. You agree that you have not relied on the future availability of any Platform, programs or updates in entering into this Agreement.

  8. Confidential Information

    1. By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations under the agreement. Confidential Information will be limited to the terms of this Agreement, your data residing in the Platform environment, and all information clearly identified as confidential at the time of disclosure.

    2. A party’s Confidential Information will not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party without use of or reference to the other party’s Confidential Information.

    3. We each agree to hold each other’s Confidential Information in confidence for a period of three years from the date of disclosure. Also, we each agree to disclose Confidential Information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under this Agreement. Mio will protect the confidentiality of your data residing in the Platform environment in accordance with the Mio security practices specified in the [Mio Privacy Policy], which is incorporated herein by reference. Nothing will prevent either party from disclosing the other party’s Confidential Information in connection with any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law.

    4. You agree that Mio will communicate with you by email, telephone, push notification, and SMS or text message.

  9. Limitation of Liability

    1. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, OR DATA USE. MIO’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, WILL IN NO EVENT EXCEED, IN THE AGGREGATE, THE GREATER OF (I) THE TOTAL AMOUNTS ACTUALLY PAID TO YOU BY MIO IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (II) $100.00.

  10. Your Data

    1. With respect to the collection, use and disclosure of your data, Mio will comply with the Mio Privacy Policy. You agree to provide any notices and obtain any consents related to your access or use of the Platform and Mio’s provision of the Platform, including those related to the collection, use, processing, transfer and disclosure of personal information. You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of your data.

    2. You hereby grant to Mio a worldwide, nonexclusive, perpetual, royalty-free, paid-up license to use, copy, modify and make derivative works of your data for Mio’s internal business purposes.

  11. Restrictions on Use of the Platform

    1. You agree not to use or permit use of the Platform, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to Mio under this Agreement, Mio reserves the right to terminate your access to and use of the Platform, or remove or disable access to any material that violates the foregoing restrictions. Mio will have no liability to you in the event that Mio takes such action. You agree to defend and indemnify Mio against any claim arising out of a violation of your obligations under this section.

  12. Statistical Information

    1. Mio may compile statistical information related to the performance of the Platform, and may make such information publicly available, provided that such information does not incorporate your data, identify your Confidential Information, or include your company’s name. Mio retains all intellectual property rights in such information.

  13. Third Party Web Sites, Content, Products and Services

    1. The Platform may enable you to add links to websites and access to content, products and services of third parties, including users, advertisers, affiliates and sponsors of such third parties. Mio is not responsible for any third party websites or third party content provided on or through the Platform and you bear all risks associated with the access and use of such websites and third party content, products and services.

  14. Customer Reference

    1. You agree (a) that Mio may identify you as a user of the Platform and use your logo in sales presentations, marketing materials and press releases, and (b) to develop a brief customer profile for use by Mio on Mio.com for promotional purposes.

  15. General

    1. Non-Solicitation.During the Term and for a period of one year thereafter, each party agrees that it will not: (a) directly or indirectly induce any customers or clients of the other party to patronize that party or any similar business; (b) directly or indirectly request or advise any customer or client of the other party to withdraw, curtail, or cancel that customer's or client's business with the other party; or (c) make any statement disparaging the other party, any member, principal, officer, director, shareholder, employee or agent thereof, to any person, firm, corporation or other business organization whatsoever. Nothing herein will prohibit either party from performing services for or providing products to customers or clients who (x) respond to general advertising by a party, (y) voluntarily withdraw or cancel their business with a party, or (z) contact a party directly.

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