This agreement between "Excel Software" and "You" is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of your use of the Safe Activation service and explains Excel Software's obligations to You and Your obligations to Excel Software in relation to the Software and Services You purchase.
This Agreement as well as any additional written and signed extensions, constitute the complete and exclusive agreement between You and Excel Software concerning Your use of the Software and Services on the www.safeactivation.com web site, and supersede and govern all prior agreements or communications. By purchasing Excel Software's Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any conditions or policies which Excel Software may establish from time to time. You may view the latest version of this Agreement online.
TERM OF AGREEMENT
You agree that Excel Software may modify this Agreement and the Services from time to time. You agree to be bound by any changes Excel Software may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from Excel Software, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, Excel Software will not refund any amounts You have paid. You agree that You will be responsible for notifying Excel Software should You desire to terminate Your use of Excel Software's Services.
You agree to maintain accurate vendor information by providing updates to Excel Software, as needed, while You are using Excel Software's Services. You agree You will notify Excel Software within 10 business days when any change of the information You provided as part of the registration process changes. Failure by You, for whatever reason, to respond within 10 business days to any inquiries made by Excel Software to determine the validity of information provided by You will constitute a material breach of this Agreement.
You agree You are entirely responsible for maintaining the confidentiality of Your login, password and credit card information. You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Excel Software immediately of any unauthorized use of Your account or any other breach of security. You agree Excel Software will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge.
You further agree You could be held liable for losses incurred by Excel Software or another party due to someone else using Your Account Access Information. For security purposes, You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. Excel Software specifically disclaims liability for any activity in Your account, whether authorized by You or not.
NO UNLAWFUL CONDUCT OR IMPROPER USE
As a condition of Your use of Excel Software's Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to Excel Software if, for any reason, Excel Software takes corrective action with respect to Your improper or illegal use of its Services.
Excel Software reserves the right at all times to disclose any information as Excel Software deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
If You have purchased Services, Excel Software has no obligation to monitor Your use of the Services. Excel Software reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Excel Software reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.
Excel Software may immediately cancel Your use of the Services, if You are using the Services, as determined by Excel Software in its sole discretion, in association with spam or morally objectionable activities. Notwithstanding anything to the contrary herein, in the event Excel Software cancels Your Service, You will receive a prorated refund of any prepaid fees to Excel Software in connection with the Service being canceled.
Morally objectionable activities include:
You agree Excel Software may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email.
You agree that Excel Software holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.
You understand and agree that all content and materials contained in this Agreement are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Excel Software expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Excel Software. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
USE OF SOFTWARE AND SERVICES
Excel Software provides this Software and Services "as is" without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.
FEES AND PAYMENT
As consideration for the Software or Services purchased by You and provided to You by Excel Software, You agree to pay Excel Software at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. Excel Software expressly reserves the right to modify pricing through email notification or notice on its Web site.
You agree that You are solely liable for arranging that Your Services are renewed, and that Excel Software shall not be liable to You or any third party if it is unable to collect payment in order to renew Your Services.
REPRESENTATIONS AND WARRANTIES
You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.
LIMITATION OF LIABILITY
IN NO EVENT SHALL Excel Software BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF Excel Software HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Excel Software's liability is limited to the full extent permitted by law. You agree that in no event shall Excel Software's maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from Excel Software.
DISCLAIMER OF WARRANTIES
Excel Software expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Services are provided on an "As Is" and "As Available" basis. Excel Software makes no warranty that its services will meet your requirements, or that the services will be uninterrupted, timely, secure, or error free, or that defects will be corrected. Excel Software does not warrant, nor make any representations regarding the use, or results of, any of the services it provides, in terms of their correctness, accuracy, reliability or otherwise.
You agree to defend, indemnify and hold harmless Excel Software from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your use of the Software or Services You purchased from Excel Software.
You agree that this Agreement constitute the complete and only Agreement between You and Excel Software regarding the Services contemplated herein.
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.
The failure of Excel Software to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Excel Software thereafter to enforce such provisions.