Terms of Service August 2024
Mosyle Fuse MSP Terms of Service
Effective date: August 30, 2024
ATTENTION: THIS TERMS OF USE (“AGREEMENT” OR “TERMS”) IS A LEGAL AGREEMENT BETWEEN YOU AS AN INFORMATION TECHNOLOGY MANAGED SERVICE PROVIDER (EITHER AN INDIVIDUAL OR ENTITY) (“MSP,” “YOU,” OR “YOUR”) AND MOSYLE CORPORATION (HERINAFTER “MOSYLE”, “WE” OR “US”) THE COMPANY THAT OWNS AND OPERATES THE HTTPS://MSP.MOSYLE.COM WEBSITE (“SITE") AND MOSYLE FUSE MSP (“SERVICE”) SO THAT YOU CAN UTILIZE THE SERVICE AS PART OF THE WORK YOU PROVIDE TO ORGANIZATIONS THAT HIRED IT MANAGED SERVICES FROM YOU (“MSP CUSTOMERS”). THIS AGREEMENT SETS FORTH THE LEGAL TERMS AND CONDITIONS FOR YOUR USE OF THE SITE, AND ANY OTHER WEBSITE OWNED AND OPERATED BY MOSYLE.
FOR INFORMATION TECHNOLOGY MANAGED SERVICE PROVIDERS ONLY: Mosyle Fuse MSP is exclusively provided to established Information Technology Managed Service Providers. Mosyle will use best efforts and any information publicly available or may request additional information necessary to validate that an organization is an actual established Information Technology Managed Service Provider in order to grant or maintain access to Mosyle Fuse MSP. If Mosyle, at its own judgment and discretion, can’t confirm this requirement for a specific Organization, Mosyle may decide to not grant access or terminate and close any existing Mosyle Fuse MSP account granted in the past to the Organization, without being obligated to any reward, compensation, or any other payment to the Organization of any type in relation to the account request denial or account cancelation.
However, Mosyle is not responsible for any misjudgment or failure that leads to a Mosyle Fuse MSP account being granted to organizations or persons that are not established Information Technology Managed Service Providers or that no longer operate as an Information Technology Managed Service Provider.
Before using the Service, it is important that you carefully read the Agreement, which is applicable to (a) “Administrators” -- this includes those who initially set up the Service (“Primary Administrator”) and others that are granted Leadership privileges by the Primary Administrator (“Administrators”); (b) Users: those who use a mobile device managed by the Service for professional purposes (“Users”). The terms “you” includes Administrators and Users.
By using the Service in any way, you are representing and warranting that you agree with these Terms and will be legally bound to these Terms. These Terms also incorporate by this reference our Privacy Policy at https://msp.mosyle.com/legal/privacy, our Billing Policy at https://msp.mosyle.com/legal/billing and any and all other policies we may publish on our Site. We reserve any rights not expressly granted herein. Any terms not defined in this agreement have their definitions defined in the other agreements.
If you are entering into these Terms on behalf of an MSP or organization as a Primary Administrator, you represent that you have the authority to bind such entity and its Administrators, Users, MSP Customers and its affiliates to these Terms. If you do not have such authority, you may not use the Service. You acknowledge that these Terms are a contract between you and Mosyle Corporation, even though they are electronic and are not physically signed by you and Mosyle Corporation, and they govern your use of the Service.
You are free to reject these Terms, but that means that you cannot use our Service in any way.
This Agreement is in full effect while you or the entity that you represent use the Service in any way.
1. LICENSE AND TERMINATION
We hereby grant you a revocable, non-exclusive, non-transferable, limited right and license to use the Site and Service in accordance with your Service subscription. Mosyle’s Site and Service are provided to be used exclusively by MSPs and for professional purposes only and shall not be used for any individual not connected with an MSP account under any circumstances. The term of your License shall commence on the date that you create your account and will end if your account is terminated by either you or us. We retain all right, title and interest in and to the Mosyle Site and Service, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, and all other rights whether registered or not and all applications thereof. The Mosyle Site and Service are protected by applicable laws and treaties worldwide, and may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from us.
This Agreement doesn’t give an MSP any right to identify themselves as an “Mosyle Authorized MSP”, Partner or any similar relationship. You may not use any Mosyle Trademarks, except when necessary for sales and marketing purposes, subject to Mosyle’s revocable consent in its sole discretion. All goodwill arising from MSP’s use of Mosyle Trademarks inures to the benefit of Mosyle.
Either Mosyle or you may terminate this Agreement: (i) upon thirty (30) days prior written notice to the other party for a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If the Agreement is terminated, your account is simultaneously terminated and you will, as of the date of any termination, immediately cease accessing and otherwise using the Service. Upon termination by MSP pursuant to this Section 1, we will refund MSP any unused prepaid fees for the Service that were to be provided after the effective date of termination. Termination for any reason shall not relieve MSP of the obligation to pay any fees accrued or due and payable to Mosyle prior to the effective date of termination. Section 5 and Sections 11 to 20 will survive termination of this Agreement.
2. YOUR ACCOUNT
You are responsible for your account and information about yourself and the MSP or organization you represent as well as protecting your username and password. You may not create or use an account on the Service for anyone other than yourself and Users and MSP Customers directly connected to your MSP or Organization. You may not let others use your account and you may not share your login information with others. You must keep your contact, and MSP’s profile information accurate and current. We will only disclose your identity to third parties in accordance with our Privacy Policy at https://msp.mosyle.com/legal/privacy.
Each MSP may have only one account. If several persons need to use an account at the same MSP, the MSP and the Primary Administrator must designate such persons as Administrators or Users.
3. SERVICE OVERVIEW
Through the Mosyle Service, MSPs and Organizations can remotely deploy, manage, and protect supported mobile devices used by MSP Customers and Users. The Administrators (starting with the Primary Administrator) have the power to freely register MSP Customers and Users, providing individual information, such as name, email, and role (“MSP’s Data”). The email address is not required to register a User; any unique information (including but not limited to an e-mail address) that allows differentiating users can be used.
The MSP and the Administrators are solely responsible for the information of Users registered in the Service, and represent and warrant that they have obtained in advance all required consents in writing from MSP Customers and Users (including any legally required consent) and explain all the managing features and possibilities of the Service, and encourage them to read our Privacy Policy.
The use of the Service by MSPs and Organizations is allowed only in accordance with these terms, and only in a manner that complies with all laws that apply to them. If their use of the Service is prohibited by applicable laws, then they aren't authorized to use the Service. We can't and won't be responsible for your use of the Service in a way that breaks the law.
After you establish your MSP’s account (Primary Administrator) or other Administrators send you your account info, the following terms apply to your use of the Service:
(a) Account Access: You are fully responsible for any activity that occurs in connection with your Account, whether or not authorized, and for maintaining the confidentiality of passwords and any other credentials used to access your Account. In the event you discover any unauthorized access and/or use of your Account, you agree to immediately terminate such access and/or use, and to promptly notify us;
(b) Using your Account: To use the Service, follow the provided instructions. If you are unable to use your Account for any reason, please contact Mosyle Customer Support.
4. PROHIBITIONS
You may not use the Service with any purpose different than remotely deploy, manage, and protect supported mobile devices used by MSP Customers and Users of your MSP, including but not limited to:
- (a) Copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code of the Mosyle Apps or Service;
- (b) Remove or obscure the copyright notice or other notices displayed in connection with the Service;
- (c) Interfere with or disrupt the Service, or servers and networks connected to the Service, or circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service;
- (d) You may not authorize or appoint any, sub-MSP, agents, representatives, subcontractors, or other third parties to use the Service under your account, share your password or other account information with anyone, create additional accounts for any reason whatsoever, or use the account of any third party; excepted otherwise for the means officially available in the Service;
- (e) Utilize the Service for the purpose of monitoring the mobile device usage of any individual other than MSP Customers and Users of your MSP;
- (f) Use any robot, spider, scraper, or other automated means to access the Service for any purpose; or
- (g) Knowingly disseminate or transmit any worms, viruses or other harmful, disruptive or destructive files, code, programs or other similar technologies, or otherwise utilize the Service in any manner that violates any statute, rule, or regulation.
5. REPRESENTATIONS AND WARRANTIES BY THE USER
The Service are made available to you in reliance upon the following representations and warranties: (i) If you are a Primary Administrator, the information you provided when creating your account was complete and accurate in all respects and you are over the age of eighteen (18) and you have full power and authority to represent your MSP and are establishing this account to deploy, manage, and protect the mobile device usage of Users of your MSP or Organization; (iii) you will use the Service only for their intended purpose; (iv) you will not use the Service for the purpose of violating any statute, rule, or regulation; (v) you will not use the Service to facilitate the distribution of computer viruses, spyware, or any other malicious code; (vi) you will not use the Service to violate the privacy rights of any third party; and (vii) you will not use the Service in any manner other than as described herein.
6. CONDUCT
MSP will at all times perform hereunder in an ethical and professional manner and in accordance with these Terms and any guidelines issued by Mosyle. MSP will: (a) conduct business in a professional manner that reflects favorably at all times on the Service and the goodwill and reputation of Mosyle; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Mosyle, the Service or the public, including but not limited to disparagement of Mosyle or the Service; (c) make no false or misleading representation with respect to Mosyle or the Service; and (d) make no representations with respect to Mosyle or the Service that are inconsistent with Mosyle’s Terms of Service, Privacy Policy, Billing Policy, promotional materials and other content distributed by Mosyle, including all limitations of liability and disclaimers contained in such materials.
7. DATA PROTECTION
Mosyle maintains administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the MSP’s Data. Those safeguards include, but are not limited to, measures for preventing access, use, modification, or disclosure of MSP’s Data except (a) to provide the Service, (b) as compelled by law, or (c) as the MSP expressly requests.
Mosyle will perform the Service in the United States. Mosyle is compliant with the Data Privacy Framework, which legally requires Mosyle to provide an adequate level of protection recognized under applicable law when processing the personal data of EU, UK, or Swiss citizens in the United States.
MSP will at all times during the term of these Terms maintain appropriate technical and organizational measures to protect any MSP’s Data that it collects, accesses or processes in connection with these Terms against unauthorized or unlawful use, disclosure, processing or alteration. MSP will comply with all applicable laws, rules and regulations.
By agreeing to these Terms, the MSP grants Mosyle a general authorization to engage, through written agreement, subprocessors for the purposes of providing the Service to the MSP. Mosyle will inform the MSP of changes to its subprocessors in accordance with the procedure of modifying these Terms as stipulated below and will provide reasonable notice of its intent to do so, in order to provide the MSP opportunity to object.
List of subprocessors:
Azure
Azure provides services, infrastructure, storage, and networking. The extensive list of Microsoft AZURE security reports and attestations can be found here.
Cloudflare
Cloudflare provides storage and networking. See Cloudflare’s Terms of Service and Privacy Policy.
Pipedrive
Pipedrive provides a Customer Relationship Management platform. See Pipedrive’s Terms of Service and Privacy Policy.
Mailgun
Mailgun provides email communication and subscription management. See Mailgun’s Terms of Service and Privacy Policy.
Stripe
Stripe provides payment card processing services. Their Terms of Service and Privacy Policy can be found here.
8. DATA BREACH NOTIFICATION AND RESPONSE
MSP will immediately notify Mosyle of any unauthorized use of the Service or any other breach of security relating to the Service.
Mosyle will store and process confidential information in accordance with customary industry standards. Mosyle will have a written data breach response plan and will take commercially reasonable steps to notify the MSP once it becomes aware of a data breach known to involve, or likely involving, MSP confidential information.
Mosyle Corporation will cooperate with the MSP to comply with any applicable data breach notification laws.
9. DATA PROCESSING CONTRACT
For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the MSP as the data controller and Mosyle as the data processor. The MSP hereby instructs Mosyle to process the MSP’s Data as described in these Terms.
(a) Subject matter and nature of processing. Mosyle provides corporate mobile device management and security tools (the “Mosyle Apps and Services”) to the MSP, where the MSP, as the data controller, may store MSP’s Data within the Mosyle Apps and Services, as stated in the Privacy Policy (https://msp.mosyle.com/legal/privacy). The App and Services have been designed to work as corporate mobile device management and security tools but, to the extent not regulated by these Terms, the MSP decides how they use the Service.
(b) Duration. Mosyle will process MSP’s Data on behalf of the MSP until the termination of the Service in accordance with these Terms. Upon termination, Mosyle will delete all of MSP’s Data except as required to comply with applicable law.
(c) Parties’ rights and obligations. The parties’ rights and obligations regarding MSP’s Data are provided in these Terms. Mosyle ensures that personnel authorized to process MSP’s Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Mosyle will make available to the MSP information necessary to demonstrate compliance with its obligations and allow for and contribute to audits, including inspections, conducted or mandated by the MSP. As between the parties, the MSP is solely responsible for the accuracy, quality, and legality of MSP’s Data.
10. UPGRADING ACCOUNT & PAYMENT
To the extent you use a Service plan that is made available for a fee, you must be an Administrator and you will be required to select a payment plan and provide accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay Mosyle in accordance with the terms set forth on the Site (https://msp.mosyle.com and related pages), on our Billing Policy (https://msp.mosyle.com/legal/billing) and these Terms, and you authorize Mosyle Corporation or its third-party payment processors to bill your payment instrument in advance on a periodic basis in accordance with such terms.
11. REPRESENTATIONS BY MOSYLE AND DISCLAIMER OF WARRANTY
Mosyle represents and warrants that during the term this Agreement:
a) The Service will perform materially in accordance with the Mosyle’s online or electronic specification or guide for the Service (which may be updated from time to time) (“Documentation”); and
b) The functionality of the Service will not be materially decreased unless the decrease in functionality is due to changes to an operating system used on the devices managed by Mosyle (including but not limited to iOS, iPadOS, macOS, visionOS, watchOS, and tvOS).
In the event of a breach of the warranty set forth in (a) and (b) above, we will correct the non- conforming Service at no additional charge to you. The remedies set forth in this Section 11 will be your sole remedy and our sole liability for breach of these warranties, unless the breach of warranty constitutes a material breach of the Agreement and has not been cured within 30 days following our receipt of written notice from you of such material breach and you elect to terminate the Agreement in accordance with Section 1 above, in which case the termination right set forth in Section 1 in the case of an uncured material breach will be your sole remedy and our sole liability for such breach.
Except as otherwise specified herein, the Service are provided on an "as is" and "as available" basis, and without warranties of any kind either express or implied, and you assume all responsibility for the selection of the Mosyle Service to achieve your intended results.
EXCEPT AS OTHERWISE SPECIFIED HEREIN, (a) WE HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, (b) WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED, and (c) WE DO NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION CONCERNING THE ACCURACY OF THE SERVICE. IF YOU RELY ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION YOU OBTAIN VIA YOUR USE OF THE SERVICE, YOU DO SO SOLELY AT YOUR OWN RISK. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE SERVICE OR THE MEDIA ON WHICH THE SERVICE OR PRODUCTS ARE SUPPLIED. MSP WILL MAKE NO WARRANTY, EXPRESS OR IMPLIED, ON BEHALF OF MOSYLE.
Applicable law may not allow the exclusion of certain warranties, so to the extent such exclusions are not allowed, they may not apply to you.
12. LIMITATION OF LIABILITY
In no event shall we be liable to you or any other party for any indirect, special, incidental, consequential, or punitive damages, however and wherever arising, that may result from the delivery or failure of the Service, including without limitation to losses incurred due to: (a) software glitches, server failures, power outages, or any other issue beyond our control; (b) any delays in or failure of the Service to operate as described; (c) any unauthorized disclosure of account information or other Service disruptions that may occur through the actions of any third party, such as hackers; (d) any damages that may occur to a telephone or other mobile device that results from the use of the Service; (e) damages or losses of any kind resulting from actions you take in reliance upon any results or other information provided by the Service; and (f) any other damages or losses you may incur in connection with the Service.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT, INCLUDING THE DATA PROCESSING ADDENDUM AND ALL SCHEDULES, OR IN CONNECTION WITH THE SERVICE EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU DURING THE SIX (6) MONTHS PRIOR TO BRINGING THE CLAIM. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO YOU.
13. INDEMNIFICATION
Indemnification by You
You are solely responsible for using our Service in accordance with applicable law, and agree to indemnify, hold harmless, and defend us, together with our officers, directors, employees, agents, subsidiaries, and affiliates (the “Indemnified Parties”), from and against any claims, actions, proceedings, and suits (collectively “Claims”) brought against us by any third party or regulatory agency that are associated with your use of the Service (including, but not limited to, invasion of privacy claims), your violation of applicable laws, any acts or omissions of MSP relating to its activities in connection with these Terms, MSP's misrepresentations relating to MSP, Mosyle, or the Service, or your breach of this Agreement, and you expressly agree to assume liability for any damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by us in connection with any Claim subject to this section to the extent permitted by law. MSP will be solely responsible for any acts, omissions, claims, warranties or representations made by MSP or MSP's representatives, MSP Customers, Users or agents.
Indemnification by Mosyle
Mosyle shall defend MSP, at Mosyle’s expense, from Claims brought by any third party or regulatory agency arising from our breach of this Agreement or alleging that the use of the Service as contemplated hereunder infringes a third party’s Intellectual Property Rights, and shall indemnify and hold MSP harmless against any loss, damage or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys' fees) (collectively, “Losses”); provided that MSP: (a) promptly gives written notice of the Claim to Mosyle (although a delay of notice will not relieve Mosyle of its obligations under this Section except to the extent that Mosyle is prejudiced by such delay); (b) gives Mosyle sole control of the defense and settlement of the Claim (although Mosyle may not settle any Claim unless it unconditionally releases MSP of all liability); and (c) provides to Mosyle, at Mosyle's cost, all reasonable assistance. “Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights in the United States, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.
Mosyle shall have no liability for your Claims or Losses to the extent arising from: (i) modification of the Service by anyone other than Mosyle; (ii) use of the Service in a manner inconsistent with the Agreement or Documentation; or (iii) use of the Service in combination with any other product or service not provided by Mosyle. If MSP is enjoined from using the Service or Mosyle reasonably believes it will be enjoined, Mosyle shall have the right, at its sole option, to obtain for MSP the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Mosyle, then the Agreement may be terminated at either party’s option and Mosyle’s sole liability, in addition to the indemnification obligations herein, shall be to refund any unused prepaid fees for the Service.
14. PARTIES RELATIONSHIP
These Terms does not constitute either party the agent of the other, or create a partnership, joint venture or similar relationship between the MSP and MOSYLE, and neither party will have the power to obligate the other in any manner whatsoever. MSP acknowledges and agrees that its relationship with Mosyle is that of a regular customer, and MSP will not act in a manner that expresses or implies a relationship other than that of a regular customer.
15. GOVERNING LAW AND ARBITRATION
This Agreement will be governed by the internal law of the state of Delaware.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Orlando, Florida, in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof.
16. LIMITATION OF ACTIONS
Any claim or cause of action arising out of your use of the Service must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by us to enforce or exercise any provision of these Terms or any related right shall not constitute a waiver of that right or provision.
17. MODIFICATION AND NOTICE OF CHANGES
We reserve the right to change, modify, add or remove portions of these Terms, without advance notice to you. We will notify you of any such changes by posting a notice on our Site and/or via email. The new Terms will reference the effective date at the top of this page together with a link to previous versions. Except as stated elsewhere, such amended terms will be effective immediately and without further notice. Your continued use of the Service after the posting of changes constitutes your binding acceptance of such changes.
18. ENTIRE AGREEMENT
These Terms and any document incorporated by reference herein constitute the entire agreement between you and us and govern your use of the Service, superseding any prior agreements between us.
19. SEVERABILITY
If any provision of these Terms is found by a court or other binding authority to be invalid, the remaining provisions contained in these Terms shall continue in full force and effect.
20. VIOLATIONS
We reserve the right to take any action it deems appropriate if we determine, in our sole and absolute discretion, that you have violated these Terms. Such action may include cancelling your account, terminating your license to use the Service, or initiating civil or criminal legal proceedings.
If you have any questions or concerns regarding these Terms, please contact us legal@mosyle.com.