Date of last revision: July 15, 2013
Thank you for selecting MyOnlineToolbox, an online software-as-a-service (the “Software Service”). This license agreement (the “Agreement”) is a legal agreement between the Licensee, a single legal entity identified in the registration process provided as part of the sign up form or invitation (“Licensee”, “you”), and ServusXchange, LLC. (“ServusXchange”, “we”, “our” or “us”). This Agreement governs Licensee’s and its Agents’ (defined below) access to and use of the Software Service. Licensee must accept the terms of this License Agreement before accessing or otherwise using such Software or any of the services that may be provided by ServusXchange under this License Agreement (“Services”). To access and use the Software Services, Licensee must have access to the Internet.
These Services are intended for professionals in the contracting industry consisting of plumbers, painters, carpenters, roofers and other related businesses. These Services are provided by accessing a website (“Site”).
By clicking “ACCEPT”, Licensee indicates that it has read and understood, and agrees to the terms of this Agreement. If the person clicking on the “ACCEPT” button is an individual working for Licensee (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of Licensee and certifies that he/she is an Agent of Licensee and has all necessary authority to act on Licensee’s behalf, including to legally connect Licensee to the terms and conditions of this Agreement.
If Licensee does not agree to the terms of the Agreement, Licensee is not granted any rights whatsoever in the Software Services. If Licensee is not willing to ACCEPT and be connected by these terms and conditions, Licensee should not click on the “ACCEPT” button, and may not access or otherwise use the Software Services.
1. LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of the subscription fees if applicable, ServusXchange grants Licensee a personal, limited, non-exclusive, non-transferable license, to electronically access and use the Software Service solely to manage Licensee’s business data and solely by such number of authorized users.
In addition to the MyOnlineToolbox online software-as-a-service, the term “Software Service” includes any other programs, website marketing or education services, tools, internet-based services, components and any “updates” (for example, updates, service information, help content, bug fixes, or maintenance releases etc.) of the Software Service that ServusXchange provides or makes available to you.
You are not licensed or permitted under this Agreement to do any of the following and shall not allow any third party to do any of the following: (i) access or attempt to access any other ServusXchange systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way the material from the ServusXchange MyOnlineToolbox website without prior written consent; (iii) permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, or other arrangement; iv) transfer any of the rights granted to Licensee under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software Service, prevent access to or the use of the Software Service by ServusXchange’s other licensees or customers, or impose an unreasonable or disproportionately large load on ServusXchange’s infrastructure; or (vii) otherwise use the Software except as expressly allowed under this Section 1.
2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software Service is licensed, not sold. ServusXchange reserves all rights not expressly granted to Licensee in this Agreement. The Software Service is protected by copyright, trade secret and other intellectual property rights. ServusXchange owns all right, title and interest in and to the Software Service and all intellectual property rights therein. This Agreement does not grant Licensee any rights to trademarks or service marks of ServusXchange.
3. SUBSCRIPTION OPTIONS, FEES & CHARGEBACKS. The Software Service is licensed by various options including a Basic Subscription and a Premium Subscription. The Basic Subscription has a Free (Limited Use) version and a Paid (Unlimited Use) Version. The Premium Subscription only has a Paid Version. The traditional path of usage is to start with the Free Basic Subscription, then upgrade to the Paid Basic Subscription and then possibly upgrade to the Paid Premium Subscription. ServusXchange may have referred to these options with variations of the terminology in other marketing materials and by no means makes any warranties or promises to the Licensee for a misunderstanding in terminology.
The Software Service will be deemed accepted by Licensee upon acceptance of this Agreement and upon first use of the Service.
The Limited Use is restricted to a certain amount of transactions as promoted on our website, subject to change at anytime. The Free Basic Limited Use Subscription is 100% identical to the Paid Basic Subscription. Licensee can try the Free Basic Limited Use Subscription, then upgrade once you the transaction limit is hit. Licensee may elect to use the Software Service as a Paid Basic Subscription that is licensed on a monthly, quarterly, semiannual or yearly subscription basis, as selected by Licensee or its agent. No data is lost during the upgrade process from the Free Basic Subscription and the Paid Basic Subscription.
Licensee may elect to use the Software Service as a Premium Paid Use version that is licensed on a monthly, quarterly, semiannual or yearly subscription basis, as selected by Licensee or its agent.
The Subscription Fee for each time frame is Non-Refundable. Subscription terms, including costs, may change with prior notice to Licensee or its agent.
We suggest trying the Free Basic Subscription before making any payments, however License may elect to use the Paid Subscriptions then downgrade to the Free Basic Use Version at any time. Regardless, any payments that are made while evaluating, testing or using the Paid Use Versions are Non-Refundable and will not be pro-rated in any manner. Once downgraded, Licensee will be able to still access previously created information but will not be able to create new information if the transaction limit is hit for the Free Basic Use Version.
Licensee agrees to only have one (1) subscription, either Basic (Free or Paid) or Premium (Paid). The Software Service is not designed to have multiple subscriptions active for technical reasons and for financial reasons.
Licensee agrees to not set up multiple subscriptions in order to work around Free Basic Use Version limitations.Licensee will be subject to Termination as explained below.
There is no difference in the terms of this agreement between a Basic Use (Free or Paid) version and the Premium Use version other than cost(s), additional features and support services provided.
Access to the Software Service will begin (i) after your acceptance of this Agreement; and (ii) after ServusXchange receives and processes all the information, requested by the start-up interview form; and (iii) if applicable, after ServusXchange receives and processes all the information, including the credit card information requested. If applicable, Licensee or its agent must have a valid credit card (“Card”) to cover a Non-Refundable electronic charge for any Paid Use version Subscription Fee to obtain access to that version of Software Service. The payment information Licensee or its agent provides must be accurate and complete, and Licensee agrees to notify us promptly of any change in the payment information.
When Licensee subscribes to a Paid Use version and provides payment information, Licensee’s or its Agent’s Card will be charged for the initial term, and will be automatically charged a Non-Refundable Subscription Fee again at the beginning of each applicable monthly, quarterly, semiannual or one-year subscription term (“Renewal Term”) at the then-current subscription rate to maintain access to the Software Service.
AUTOMATIC CHARGING FOR EACH RENEWAL TERM IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE GOOD DEAL BETWEEN SERVUSXCHANGE AND LICENSEE.
SERVUSXCHANGE WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE SERVICE AT IT’S CURRENT COSTS WITHOUT AUTOMATIC CHARGES TAKING PLACE.
3.1 Termination by Licensee. Licensee may notify ServusXchange at anytime to cancel a Paid Subscription prior to the beginning of each Renewal Term. In order for Licensee to notify ServusXchange of its desire to cancel a Paid Subscription, Licensee must log in to MyOnlineToolbox and go to the My Account -Billing Info tab as shown here, then Edit the Service Information. Licensee’s decision to cancel the subscription to a Paid Use version will stop automatic recurring charges from occurring and immediately downgrade Licensee to the Free Basic Use Version. Licensee’s decision to cancel the subscription to a Paid Use Version will not entitle Licensee to any prorated or partial refunds. The flexibility to downgrade at anytime is built into the pricing structure of all payment options, and among other reasons, is a factor in no entitlement to any prorated or partial refunds.
3.2 Termination by ServusXchange. Licensee’s rights to use a Paid Use Version will be downgraded to the Free Basic Use version by ServusXchange immediately and without notice if ServusXchange is unable, when applicable at the renewal term, to charge Licensee’s or its agent’s Card prior to the beginning of each Renewal Term. Licensee may upgrade back a Paid Use Version by updating their Card information and submitting the appropriate renewal term payment. Licensee may have all of their accounts locked in the event that it is detected that multiple accounts have been created in order for Licensee to avoid paying the Fees required after the Free Basic Use Version limitations have been met.
3.3 Chargebacks initiated by Licensee. A minimum of $30 will be charged to Licensee in the event Licensee disputes a periodic fee that was charged on the renewal period. The Licensee agrees the Licensee has been provided flexibility in downgrading their subscription atanytime prior to the renewal period. Licensee agrees ServusXchangeincurs afee from the Credit Card companies when Licensee disputes the charge and therefore ServusXchange charges aminimum Chargeback Fee to offset recovering these direct costs plus the indirect costs associated to theprocessing of the fees imposed by the Credit Card companies. The Charegback Fee is in addition to the recovery of any Subscription Fee that was originally charged and still due ServusXchange. The minimum Chargeback Fee will be increased if the Credit Card company charges a fee that is greater than $30.
4. REGISTRATION DATA Licensee must register to use the Software Service and (i) provide true, accurate, current and complete information about Licensee, system administrators, authorized users, and other related parties as prompted by the start-up interview sign-up process (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If Licensee provides any Registration Data that is inaccurate, not current or incomplete, or ServusXchange has reasonable grounds to suspect is inaccurate, not current or incomplete, ServusXchange may, in its sole discretion, suspend or terminate Licensee’s account and refuse any and all current or future access to and use of the Software Service.
Only the initial Registration Data consisting of primary contact information may be shared with co-marketing partners
Registration Data is maintained by ServusXchange even when a Licensee’s account is terminated.
5. LICENSEE ACCESS INFORMATION AND ACCOUNT DATA. Licensee is solely responsible for (i) maintaining the confidentiality and security of Licensee’s access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by Licensee to access the Software Service and Licensee’s financial institution accounts (collectively, “Licensee Access Information”), and (ii) preventing unauthorized access to or use of the information, files or data that Licensee stores or uses in or with the Software and Services (collectively, “ Account Data”). Licensee is responsible for providing access and assigning passwords to system administrators and other authorized users under Licensee’s account for the Software and Services, and ensuring that such system administrators and authorized users comply with this Agreement. Licensee will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data (“Communications”) entered using the Licensee Access Information. ServusXchange assumes that any Communications it receives through use of the Licensee Access Information were sent or authorized by Licensee. Licensee agrees to immediately notify ServusXchange if Licensee becomes aware of any loss, theft or unauthorized use of any Licensee Access Information. ServusXchange reserves the right to deny Licensee access to the Software Service (or any part thereof) if ServusXchange reasonably believes that any loss, theft or unauthorized use of Licensee Access Information has occurred. Licensee must inform ServusXchange of, and hereby grants to ServusXchange permission to use, Licensee Access Information to enable ServusXchange to provide the Software Service to Licensee, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services ServusXchange may provide to Licensee in the future.
6. PERMITTED DISCLOSURES. Licensee acknowledges and agrees that in order to provide Licensee with access to and use of the Software Service, ServusXchange may provide Licensee Access Information and Account Data to (i) Licensee’s employee or agent who is identified in the Registration Data as the current system administrator for the Licensee’s account (the “Current Administrator”), (ii) such other Licensee employee or agent who may be designated by Licensee as a replacement administrator for the Licensee’s account by following the procedures required by ServusXchange to validate such replacement, and (iii) any other person identified as an authorized user of the Software Service in the set-up interview form or in any subsequent communication to ServusXchange (collectively, “Information Recipients”).
7. LICENSEE CONDUCT.You represent, warrant and agree that no materials of any kind submitted or otherwise posted, transmitted, or shared by you on or through the Software Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
In addition, you agree not to use the Software Service or the MyOnlineToolbox website to:
- use the Service in any way that ServusXchange, in its sole opinion, believes that Licensee is misusing and will damage the reputation and good intent of ServusXchange;
- harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
- use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
- use automated scripts to collect information from or otherwise interact with the Service or the Site;
- upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
- register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
- impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;
- upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- solicit personal information from anyone or solicit passwords or personally identifying information for commercial or unlawful purposes;
- upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- intimidate or harass another;
- upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- use or attempt to use another’s account, service or system without authorization from the other user, or create a false identity on the Service or the Site.
- upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of ServusXchange, is objectionable or which restricts or inhibits any other person from using the Service, or which may expose ServusXchange or its users to any harm or liability of any type.
8. DISPUTES AMONG USERS. You are solely responsible for your interactions with other MyOnlineToolbox users. We reserve the right, but have no obligation, to monitor or assist with disputes between you and other users. Two users who communicate and conduct business with one another using the Service or Site have an obligation to settle their disputes. The Service is a means for users to communicate more efficiently but the Service is not responsible in any way for the results of communications made using the Service.
9. SOFTWARE USE, STORAGE AND ACCESS. ServusXchange shall have the right, in its sole discretion and with reasonable notice posted on the MyOnlineToolbox website and/or sent to Licensee at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the Software Service and establish or change limits concerning use of the Software Service, temporarily or permanently, including but not limited to (i) the amount of storage space Licensee has on the Software Service at any time, and (ii) the number of times (and the maximum duration for which) Licensee may access the Software Service in a given period of time. ServusXchange reserves the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide Licensee with electronic or written notice within thirty (30) days after such change. Licensee may reject changes by discontinuing use of the Software Service to which such changes relate. Licensee’s continued use of the Software Service will constitute Licensee’s acceptance of and agreement to such changes.
ServusXchange will, from time to time, perform maintenance upon the Software Service resulting in interrupted service, delays or errors in the Software Service. ServusXchange will attempt to provide prior notice for maintenance but cannot guarantee that such notice will be provided or the time frame of advance notice that may be provided.
10. PRIVACY. For details about ServusXchange’s privacy policies, please refer to the MyOnlineToolbox Privacy Statement, accessible via the MyOnlineToolbox home page. Licensee agrees to the terms and conditions of the MyOnlineToolbox Privacy Statement, amended from time to time, which is incorporated herein by reference.
11. FEEDBACK. ServusXchange may accept from Licensee feedback, suggestions and ideas about the Software Service or other ServusXchange products and services (“Feedback”). Licensee agrees that ServusXchange may, in its sole discretion, use the Feedback in any way, including in future modifications of the Software Service, and/or advertising and promotional materials relating thereto. Licensee hereby grants ServusXchange a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, reproduce, modify, create derivative works from, perform, distribute and display for any purpose any information Licensee provides to ServusXchange in the Feedback.
12. DISCLAIMER OF WARRANTIES. THE SOFTWARE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SERVUSXCHANGE AND ITS AFFILIATES, LICENSORS, THIRD PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE SERVICE, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT.
SERVUSXCHANGE DOES NOT WARRANT THAT SOFTWARE SERVICE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OR OTHER PROGRAM LIMITATIONS. SERVUSXCHANGE ATTEMPTS TO ENSURE THAT THE MYONLINETOOLBOX ACCOUNT DATA STORED ON SERVUSXCHANGE’S SERVERS (PROVIDED BY A THIRD PARTY) IS SAFE AND SECURE BY EMPLOYING REASONABLE, INDUSTRY-RECOGNIZED SECURITY AND VIRUS SAFEGUARDS, AND CONDUCTING ROUTINE SYSTEM MAINTENANCE AND MONITORING. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF FIRST USE OF THE SOFTWARE SERVICE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
THE SOFTWARE SERVICE IS DESIGNED TO SUPPORT USERS WHOSE PRINCIPAL PLACE OF BUSINESS IS WITHIN THE UNITED STATES OF AMERICA AND ITS TERRITORIES, AND SERVUSXCHANGE DOES NOT REPRESENT OR WARRANT, AND DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, THAT THE SOFTWARE SERVICE WILL OPERATE TO SUPPORT USERS WHOSE PLACE OF BUSINESS IS OUTSIDE THE UNITED STATES OF AMERICA. THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT SERVUSXCHANGE AND ITS AFFILIATES, PARTNERSHIPS AND ALLIANCES ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. SERVUSXCHANGE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT LICENSEE’S USE OF THE SOFTWARE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. LICENSEE IS SOLELY RESPONSIBLE FOR ENSURING THAT LICENSEE’S USE OF THIS SOFTWARE SERVICE OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS LICENSEE’S RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT LICENSEE AND LICENSEE’S BUSINESS.
13. LIMITATION OF LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH BELOW ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE GOOD DEAL BETWEEN SERVUSXCHANGE AND LICENSEE. SERVUSXCHANGE WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE SERVICE AT IT’S COST WITHOUT SUCH LIMITATIONS.
THE ENTIRE CUMULATIVE LIABILITY OF SERVUSXCHANGE AND ITS AFFILIATES, PARTNERSHIPS AND ALLIANCES FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE CURRENT AMOUNT PAID BUT NO MORE THAN THE AMOUNT PAID ON AN ANNUAL BASIS BY LICENSEE TO SERVUSXCHANGE FOR THE SOFTWARE SERVICE.
SERVUSXCHANGE AND ITS AFFILIATES, PARTNERSHIPS AND ALLIANCES DISCLAIM AND SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATIONS FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LICENSEE’S INABILITY TO ACCESS LICENSEE’S MYONLINETOOLBOX ACCOUNT DATA FOR WHATEVER REASON, LOSS OF PROFITS OR INVESTMENT, GOODWILL, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF SERVUSXCHANGE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL SERVUSCHANGE BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF LICENSEE’S RECEIPT OF OR PARTICIPATION IN ANY THIRD PARTY SERVICES OR THIRD PARTY WEBSITES. IN NO EVENT DOES SERVUSXCHANGE ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN LICENSEE ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE SOFTWARE SERVICE. IN ADDITION, SERVUSXCHANGE SHALL HAVE NO LIABILITY TO LICENSEE FOR ANY DISCLOSURES BY SERVUSXCHANGE TO ANY INFORMATION RECIPIENT IN ACCORDANCE WITH SECTION 6 HEREOF OR ANY USE OF THE LICENSEE ACCESS INFORMATION OR MYONLINETOOLBOX ACCOUNT DATA BY THE INFORMATION RECIPIENT.
14. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (“CONSENT”).
- Consent to Electronic Communications.ServusXchange may be required by law or to send Electronic Communications (as defined below) to Licensee that may pertain to the Software Service. Licensee agrees that ServusXchange may send Electronic Communications to Licensee by email and/or may make Electronic Communications available to Licensee by posting them at our websites www.myonlinetoolbox.com. Licensee consents to receive these Electronic Communications electronically.
The term “Electronic Communications” means any notice, record, agreement, or other type of information that is made available to Licensee or received from Licensee in connection with the Software Service.
- Consenting to Do Business Electronically. The decision whether to do business electronically is Licensee’s, and Licensee should consider whether Licensee has the required hardware and software capabilities described below.
- Hardware and Software Requirements. In order to access and retain an electronic record of Electronic Communications, Licensee will need a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the “ACCEPT” button, Licensee is confirming to us that Licensee has the means to access, and to print or download, Electronic Communications. We do not provide ISP services. Licensee must have its own Internet service provider.
- Withdrawal of Consent. If Licensee later decides that it does not want to receive future Electronic Communications, it may communicate with us clearly stating the desire to withdraw consent of Electronic Communications. If Licensee withdraws the consent to receive Electronic Communications, we may be forced to terminate Licensee’s use of the Software Service because we will not be able to cost justify the good deal between ServusXchange and Licensee.
- Changes to Email Address. Licensee agrees to notify us promptly of any change in Licensee’s email address by logging on to the Software Service and updating your contact information, including your email address.
- Printing. Licensee may print any Electronic Communications by using the web browser’s print function.
15. AMENDMENT.ServusXchange shall have the right, to change or add to the terms of its Agreement at any time, (provided that it is not ServusXchange’s intent that such change substantially affect the license rights granted to Licensee in Section 1 and for which consideration was paid by Licensee) and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software Service (including but not limited to Internet based services, pricing, technical support options, and other product-related policies) upon notice by any means ServusXchange determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software Service on www.myonlinetoolbox.com.
Any use of the Software Service by Licensee after ServusXchange publication of any such changes shall constitute Licensee’s acceptance of this Agreement as modified.
16. TERMINATION. Licensee’s rights under this Agreement may be terminated or suspended by ServusXchange immediately and without notice if Licensee or any of its authorized users fails to comply with any term or condition of this Agreement or Licensee no longer consents to receive Electronic Communications in accordance with Section 13. Additionally, ServusXchange reserves the right (but has no obligation) to delete all Licensee Access Information and Account Data stored on ServusXchange’s servers if the subscription has been terminated or if Licensee has not renewed a subscription for the Software Service. Upon termination Licensee must immediately cease using the Software Service. Any termination of this Agreement shall not affect ServusXchange’s rights hereunder. Further, Licensee agrees that upon termination of the Agreement as provided in this Section 16 or non-renewal of the subscription by Licensee in accordance with Section 3, ServusXchange shall not be liable to Licensee or any third party for any termination of Licensee’s access to the Software Service or deletion of the Licensee Access Information and MyOnlineToolbox Account Data. Licensee agrees to defend, indemnify and hold ServusXchange harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from Licensee’s or any of its authorized users’ violation of this Agreement, state or federal laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of the Agreement.
17. THIRD PARTY SERVICES. In connection with the Licensee’s use of the Software Service, Licensee may be made aware of services, products, offers and promotions provided by third parties, and not by ServusXchange (“Third Party Services”). Third Party Services may be referred to as Affiliates, Contractors, Partnerships and other generally accepted industry terms. If Licensee decides to use Third Party Services, Licensee is responsible for reviewing and understanding the terms and conditions governing any Third Party Services. Licensee agrees that the third party, and not ServusXchange, is responsible for the performance of the Third Party Services.
18. THIRD PARTY WEBSITES. The Software may contain advertisements or reference links to websites operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Such Third Party Websites are not under the control of ServusXchange. ServusXchange is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Unless specifically stated, ServusXchange does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites or Services. Unless specifically stated, the inclusion of any link in the Software Service is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by ServusXchange of any information contained in any Third Party Website or Service. In no event will ServusXchange be responsible for the information contained in such Third Party Website or Service or for Licensee’s use of or inability to use such Third Party Website or Service. Access to any Third Party Website or Service is at Licensee’s own risk, and Licensee acknowledges and understands that linked Third Party Websites or Services may contain terms and privacy policies that are different from those of ServusXchange. ServusXchange is not responsible for such provisions, and expressly disclaims any liability for them.
19. MISCELLANEOUS. This Agreement (and any additional terms and conditions with which ServusXchange amends or supplements this Agreement) is a complete statement of the agreement between Licensee and ServusXchange. Licensee agrees that ServusXchange is not acting as Licensee’s agent or fiduciary in connection with Licensee’s use of the Software Service. The suppliers, agents, employees, distributors, dealers and third parties of ServusXchange are not authorized to make any additional representations, commitments, or warranties binding on ServusXchange. Any waiver of the terms of this Agreement by ServusXchange must be in a writing signed by an authorized officer of ServusXchange and expressly referencing the applicable provisions of this Agreement. Licensee may not assign any of its rights or delegate any of its duties under this Agreement without ServusXchange’s prior written consent which will not be unreasonably withheld. ServusXchange shall not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. This Agreement will be governed by Florida law as applied to agreements entered into and to be performed entirely within Florida, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Broward County, Florida. Headings are included for convenience only, and shall not be considered in interpreting this Agreement.