CLAIMTHEWEB SHOPPING CART SOFTWARE SERVICE & LICENSE AGREEMENT
This Service Agreement ("Software Service Agreement") is a legal agreement between Customer (either an individual or a single entity) (referred to herein as "Customer") and Claim The Web, Inc ("Company"). By using the ClaimTheWeb cart Software, Customer agrees to be bound by the terms of this Agreement. If Customer does not agree to the terms of this Agreement, do not purchase the ClaimTheWeb cart Software.
This Agreement constitutes the entire licensing agreement between Customer and Company, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the web site, the content, or services provided by or through the web site, and the subject matter of this Agreement. This agreement does not supersede the Source Code Agreement. Company may amend this Agreement at any time, without specific notice to Customer. The latest Agreement will be posted on the Site, and Customer should review this Agreement prior to using the Site.
BY DOWNLOADING, INSTALLING AND/OR USING THIS SOFTWARE CUSTOMER AGREES TO THE FOLLOWING LICENSE:
COMPANY'S PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). COMPANY DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO CUSTOMER.
Company hereby grants to Customer, and Customer accepts, a nonexclusive license to use the downloaded ClaimTheWeb cart Software, object code form only (collectively referred to as the "Software" and "Program"), and any accompanying User Documentation, only as authorized in this License Agreement. The Software may be used on any one website owned by Customer, or if Customer is a company or corporation, any one website owned by Customer company or corporation.
Customer can never change the domain name that is provided at the time of purchase with:
Domain name is owned by the same owner who originally placed the order.
Domain name is in the same industry (defined at company discretion).
Customer agrees that Customer will not assign, sub-license, transfer, pledge, lease, rent, or share Customer's rights under this License Agreement. Customer agrees that Customer may not reverse assemble, reverse compile, or otherwise translate the Software.
Upon loading the Software into Customer's computer and server environment, Customer may make a copy of the Software for backup purposes. Any such copies of the Software or the Owners Manual shall include Company's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Program or any portions thereof may be made by Customer or any person under Customer's authority or control.
The Software and all modifications or enhancements to, or derivative works based on the Software, whether created by Company, Customer or another third party, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software or any such modification, enhancement or derivative work shall not alter this Agreement and the Software shall remain the sole and exclusive property of Company.
Company warrants, for Customer benefit alone, that the Licensed Program conforms in all material respects to the specifications for the current version of the Licensed Program. This warranty is expressly conditioned on Customer's observance of the operating, security, and data-control procedures set forth in the Owners Manual.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CUSTOMER DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
Company shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Program and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to Customer herein by Company. This Agreement does not provide Customer with title or ownership of the Licensed Program, but only a right of limited use. Customer must keep the Licensed Program free and clear of all claims, liens, and encumbrances.
Customer may not use, copy, modify, or distribute the Licensed Program (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Company. Customer may not reverse assemble, reverse compile, or otherwise translate the Licensed Program. Customer rights may not be transferred, leased, assigned, or sublicensed except for a transfer of the Licensed Program in its entirety to (1) a successor in interest of Customer's entire business who assumes the obligations of this Agreement or (2) any other party who is reasonably acceptable to Company, enters into a substitute version of this Agreement, and pays an administrative fee intended to cover attendant costs. No service bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly authorized by Company. If Customer uses, copies, or modifies the Licensed Program or if Customer transfers possession of any copy, adaptation, transcription, or merged portion of the Licensed Program to any other party in any way not expressly authorized by Company, Customer license is automatically terminated.
PA DSS (Payment Application Data Security Standard) PROGRAM
ClaimTheWeb cart version 3.7 has been certified by the PCI Security Standards Council (PCI SSC) and only applies to the specific version of that payment application that was reviewed by a PA-QSA and subsequently accepted by PCI SSC (the "Accepted Version"). If any aspect of a payment application or version thereof is different from that which was reviewed by the PA-QSA and accepted by PCI SSC – even if the different payment application or version (the "Alternate Version") conforms to the basic product description of the Accepted Version – then the Alternate Version should not be considered accepted by PCI SSC, nor promoted as accepted by PCI SSC.
Any Customer or third party that makes any modification to the code base of Company software MAY NOT refer to a payment application as "PA-DSS Certified", "PA-DSS Certified," PCI Approved" or "PCI SSC Approved" or any other iterations related to showing compliance. You may not otherwise state or imply that PCI SSC has, in whole or part, accepted or approved any aspect of its services or payment applications, except to the extent and subject to the terms and restrictions expressly set forth in a written agreement with PCI SSC, or in a PA-DSS letter of acceptance provided by PCI SSC. All other references to PCI SSC's approval or acceptance of a payment application or version thereof are strictly and actively prohibited by PCI SSC.
COMPANY'S RIGHT OF ENTRY
Customer hereby authorizes Company to access Customer's server where software is installed in order to only inspect ClaimTheWeb cart Software in any reasonable manner during regular business hours to verify Customer's compliance with the terms hereof. Access to Customer's server must be provided to company within 72 hours of written request. Customer agrees to not change, delete, edit or modify in anyway, software that is on Customer server once formal request has been made.
Customer acknowledges that, in the event of Customer breach of any of the foregoing provisions, Company will not have an adequate remedy in money or damages. Company shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Company's right to obtain injunctive relief shall not limit its right to seek further remedies. Company also can "turn off" access to the Software administrative area based upon breach of this agreement or for non-payment of services from Customer to Company.
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect this Software Service Agreement. ClaimTheWeb cart Software is a service and is sold on a licensed basis. This Agreement does not transfer any right, title or interest in the ClaimTheWeb cart Software to Customer except as specifically set forth herein.
All title and copyrights in and to the ClaimTheWeb cart Software (including but not limited to any scripts, images, photographs, and copy into the ClaimTheWeb cart Software), the accompanying printed materials, are owned by Company, and copyright laws and international treaty provisions protect ClaimTheWeb cart Software. Therefore, Customer must treat the ClaimTheWeb cart Software like any other copyrighted material.
Company may provide Customer with customer support related to the ClaimTheWeb cart Software Agreement. Use of Customer Support is governed by the policies and programs described in the handbook or under the "support" area of the ClaimTheWeb cart website. With respect to technical information Customer provides to Company, as part of the Customer Support, Company, may use such information for its developmental purposes, including for Software support and upgrades. Company will not utilize such technical information in a form that personally identifies Customer.
Customer has the option to purchase Company services at anytime. For information on services, programs and pricing, please review information by logging into your account at http://www.claimtheweb.com/support
SOFTWARE SERVICE - RESTRICTED RIGHTS
The ClaimTheWeb cart Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software, Restricted Rights at 48 CFR 52.227-19, as applicable.
TERMINATION DUE TO BREACH
Company may terminate this Software Service Agreement if Customer fails to comply with the terms and conditions of this Software Service Agreement. Company also reserves the right to take additional legal action for violations of this Software Service Agreement.
14-DAY MONEY BACK GUARANTEE
Company will fully refund Customer for the purchase of the Software Service, for any reason, within the first 14-days of this Software Service Agreement. The money back guarantee is ONLY applied to the first purchase made by Customer. For Customer to receive their refund, a request must be sent to http://www.claimtheweb.com/support prior to midnight MST on the 14th day from time of purchase. Provide Company name, contact and date of purchase in the email correspondence. Refunds are processed one-time per week and payment will be returned within 14 days of request. 14-day money back guarantee is VOID if Customer purchases source code access.
MISCELLANEOUS UNITED STATES LAW
If Customer is located in the United States of America; this Software Service Agreement is governed by the laws of the State of Utah, United States, excluding any conflict of law principles, and specifically excludes the United Nations Convention on Contracts. The U.S. federal and state courts of the State of Utah shall have sole and exclusive jurisdiction and venue to adjudicate over any actions relating to the subject matter of this Software Service Agreement. Regardless of the physical location of Customer, the parties hereto consent to the exclusive jurisdiction of the courts specified above, and expressly waive any objection to the jurisdiction or convenience of such courts. Customer may contact the Company, for any reason. Please write: Claim The Web Inc, PO Box 150522 Ogden, UT 84415. Attention: Legal
Customer agrees to indemnify, defend, and hold Company and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with, this Software Service Agreement. Company agrees to indemnify, defend, and hold the Customer and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys' fees) arising out of any breach of this Agreement by the Company.
Company, its Affiliates, and Service Providers entire liability and Customer's exclusive remedy shall be, at Company's option from time to time exercised subject to applicable law, return of the price paid for the Service. Customer will receive the remedy elected by Company without charge, except that Customer is responsible for any service expenses Customer may incur in returning monies.
Commercial or product designations (collectively, "Marks") for promotional purposes only with prior written consent of the other Party. Customer may use Company's trademarks, service marks, trade names, logos, or other commercial or product designations (collectively, "Marks") for promotional purposes only with prior written consent of the other Party. Notwithstanding the foregoing, Customer grants to Company a non-exclusive, nontransferable, royalty-free, worldwide license to use Customer's Marks (a) for the purposes of marketing, promotion, and content directories or indexes and (b) in electronic or printed advertising, publicity, press releases, newsletters and mailings about the Customer and the Customer/Company relationship.
DISCLAIMER OF WARRANTIES
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, COMPANY PROVIDES THAT ALL SERVICES PERFORMED HEREUNDER ARE "AS IS". THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, REGARDING COMPANY'S SOFTWARE SERVICE OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, TRADE PRACTICE, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS (A) ANY WARRANTY REGARDING: THE NUMBER OF PERSONS WHO WILL ACCESS THE CONTENT; (B) THAT THE SERVICES WILL MEET THE CUSTOMER'S NEEDS OR EXPECATIONS, (C) THAT ALL NON-CONFORMITIES CAN OR WILL BE CORRECTED; OR (D) THE OPERATION OR APPEARANCE OF THE SOFTWARE. COMPANY DOES NOT GUARANTEE OR WARRANT THAT ACCESS TO OR USE OF THE DATABASE SHALL BE CONTINUOUS, UNINTERRUPTED, SECURE BEYOND COMPANY'S FIREWALL OR ERROR-FREE. IN THE EVENT OF INTERRUPTION OF THE SERVICE, COMPANY'S SOLE OBLIGATION SHALL BE TO RESTORE SERVICE AS SOON AS REASONABLY POSSIBLE
LIMITATION OF LIABILITY
NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF COMPANY AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND CUSTOMER'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR ELECTED BY COMPANY WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR THE SERVICE OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
The Company shall have the right to transfer and assign this Software Service Agreement, in whole or in part, to any person or entity who acquires all or substantially all of the business or assets of the Company or that portion of the business or assets to which this Software Service Agreement relates.
On occasion through the support process, Customer may request Company to assist an issue requiring our support department to access your server.
Customer must purchase on hour of time, charged at $75/hour with a one hour minimum prior to Company accessing server. The prepayment of services may take longer than one hour to research and/or resolve and Customer agrees to allow Company to bill Customer account for any time spent past one hour. Company will not bill Customer more than two (2) additional hours without notification.
If Company determines the issue Customer is experiencing is related to the software (i.e. a software bug), there will be no charge to address the issue and any charges will be voided or refunded.
Customer will not hold Company liable for any direct, indirect, incidental, consequential, special, or exemplary damages or lost profits, from ClaimTheWeb cart Support accessing the server. In addition, Customer will not hold company liable for any verbal or written recommendations made to customer. Maximum liability will be the amount Customer paid for this specific service.