These Terms and Conditions constitute a legal agreement between you and your successors in interest (“You” or “User”) and ITSP HUB, LLC, including its affiliated entities “Company”) and govern your use of Company services or software product developed by the Company(the “Software”), hardware, and other products and services (the foregoing collectively referred to as, the “Services”). If you are using the Services on behalf of a business, that business accepts these terms. By using any of the Services, you agree to the terms and conditions listed below. By using the Services, You acknowledge that you have read, understand, acknowledge and agree to be bound by all the terms and conditions of the Agreement, along with any new, different or additional terms, conditions or policies that the Company may establish from time to time, in its sole discretion.
License. (a) User is granted a non-exclusive, non-transferable license to use the Software in its business. User will only have a license subject to the terms of this Agreement; Company reserves and retains all rights not granted or extended herein. This license is not a license of any trademarks, service marks, trade names, or logos and does not include any software other than the Software. (b) User may not alter the Software, or reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software. User’s failure to use the Software shall not relieve User of any of its obligations herein. (c) This license does not include any rights to manufacture, copy, sub-license, distribute, transfer or otherwise dispose of any copies of the Software. Nothing contained in this Agreement shall give User any ownership interest, or title to, the Software, source code, and the related documentation (including any adaptation of copies). User has no right to create derivative works, enhancements or modifications to the Software, and if at any time any such are made, all ownership shall vest and remains with Company. (d) User acknowledges that the performance of the Software is conditioned on User providing, at its sole cost and expense, continued access to a secure network. (e) This license is expressly made subject to any laws, regulations, orders or other restrictions on the export from the United States of America of Software and User agrees to abide by such limitations.
Limitations
(a) Copyright Protection. The Software is owned or licensed by the Company and is subject to protection under the copyright, patent and trademark laws of the United States and other countries. You may not remove any of the copyright notices, the Company identifiers, or other proprietary labels, or modify, reverse engineer, decompile, or disassemble the binary components of the Software, or assign or transfer your rights under this License.
(b) Distribution and Copying. You may not distribute the Software or incorporate the Software or any portion of it into any other products or software or create derivative works from it without the prior written consent of the Company.
(c) Changes and Updates. The Company may, in its discretion, issue updates, corrections, and new releases (a “Change”) to the Software. Your copy of the Software may become obsolete if you fail to install a Change. The Company is not responsible for any losses or expenses incurred by you as a result of such failure. If the Company chooses to issue a Change, the terms of this License shall apply to such Change and the same shall be treated as Software herein. Changes may require that you agree to additional or revised terms and conditions as a condition of continued use of the Software. Unless otherwise agreed to by the Company in writing, the Company shall have no obligation to provide Changes, maintenance, or support to you or any person to whom you provide access to the Software.
Limited Warranty
The Company does not warrant that the Software will meet User’s specific requirements, or that operation of the Software will be uninterrupted or error-free. The Company is not responsible for any problem. This includes, but is not limited to, any problem which would otherwise be a breach of warranty, caused by (i) changes in the operating characteristics of computer hardware or computer operating systems, (ii) interaction of the Software with software not supplied or approved by the Company, or (iii) accident, abuse, or misapplication.
(b) The Company’s entire liability and User’s sole remedy under the foregoing warranty during the warranty period is that the Company shall, at its sole and exclusive option, either use reasonable efforts to correct any reported deviation from the relevant product documentation, replace the Software with a functionally equivalent program, or refund license fees paid for the period in question, in which case, this License shall immediately terminate.
(c) THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTIES ARE MADE BY THE COMPANY OR ITS LICENCORS, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
(d) SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE.
THIS WARRANTY GIVES THE END USER SPECIFIC LEGAL RIGHTS. THE END USER MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.
Payment Terms
License Pricing. License pricing will be as stated in the Software License Application and Agreement.
This license does not constitute a sale, nor does it pass to you any title to or any proprietary rights in the Licensed Software, all of the same being expressly reserved to and vested in the Company. Nor shall You acquire any right or interest in the Licensed Software as a result of any changes to, modifications of or additions to the Licensed Software made by You.
Limitation of Liability; Storage and Security
THE SERVICES AND THE ASSOCIATED SOFTWARE ARE BEING PROVIDED AND/OR LICENSED “AS IS” AND THE COMPANY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW WITHOUT LIMITATION OF THE FOREGOING, THE COMPANY EXPRESSLY DOES NOT WARRANT THAT THE SERVICES OR THE ASSOCIATED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SERVICES OR OPERATION OF THE ASSOCIATED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES, EVEN IF THE COMPANY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL THE COMPANY BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DAMAGES, WHETHER IN AN ACTION OF CONTRACT OR TORT, FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS LOSSES, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREIN, EACH OF WHICH IS HEREBY PRECLUDED AND WAIVED BY AGREEMENT OF THE PARTIES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY’S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREIN EXCEED THE LESSER OF A) $1,000, OR B) THE AMOUNT OF SUBSCRIPTION FEES PAID UNDER THIS AGREEMENT FOR THE FOUR MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO DAMAGES.
At all times, You shall bear full risk of loss and damage to your data and all of your content between backups. You are entirely responsible for maintaining the confidentiality of your password and account information. You acknowledge and agree that you are solely responsible for all acts, omissions and use under and charges incurred with your account or password or in connection with the software or any of your data displayed, linked, transmitted through or stored on the Company server. You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to your content; (ii) ensure the security, confidentiality and integrity of all your content and data transmitted through or stored on the Company servers; and (iii) ensure the confidentiality of your password. The Company’s backup is not an archive, and the Company shall have no liability to you or any other person for loss, damage or destruction of any of your content. In the event you terminate this Agreement or your use of the Services, then moving your data and content off of the Company hosting servers is your responsibility.
The Company’s rights
The Company explicitly reserves the right and sole discretion to: (i) modify its pricing, if desired, with 30 day advance notice to you; (ii) terminate your use of the Services for: a) non – payment of fees for the Services, b) activities by you designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties, c) activities by you prohibited by the laws of the United States and/or foreign territories in which you conduct business, activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography, activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable in the sole opinion of the Company, d) activities designed to impersonate the identity of a third part y, e) activities designed to harm minors in any way, f ) and other activities whether lawful or unlawful that the Company determines, in its sole discretion, to be harmful to its other customers, operations, or reputation; (iii) terminate your use of the Services if your use of the Services results in, or is the subject of, legal action or threatened or proposed legal action, against Company, any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit. If the Company terminates your use of the Services, the Company may, at its own option and in its sole discretion, remove and destroy data and files stored by You on its servers. the Company has no obligation to monitor your use of the Services, but reserves the right in its sole discretion to do so.
All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth herein. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box.
In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.
This Agreement shall be governed and interpreted by the laws of the State of Florida; Miami-Dade County, Miami, shall be the appropriate venue and jurisdiction for the resolution of any disputes herein. Both parties hereby consent to such personal and exclusive jurisdiction.
This Agreement and the licenses granted by it may not be assigned, sub-licensed, or otherwise transferred by you without the prior written consent of the Company.
You understand that the Company is subject to regulation by agencies of the U.S. Government, including the U.S. Departments of Commerce and State, which prohibit export or diversion of certain technical products to certain countries. You warrant that it will comply in all respects with the export and re-export restrictions set forth in the export license for the Licensed Software and all other applicable export regulations. You agree to indemnify and hold the Company harmless from any loss, damages, liability or expenses incurred by the Company as a result of your failure to comply with any export regulations or restrictions.
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters.