eStore Advanced is a product of Payleaf Consulting. By using the Payleaf Software & services, Customer agrees to be bound by the terms of this Agreement.
This Agreement constitutes the entire 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. 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 Software.
BY COMPANY INSTALLING THIS SOFTWARE, CUSTOMER AGREES TO THE FOLLOWING LICENSE: COMPANY'S PROGRAM IS COPYRIGHTED AND LOGO IS TRADEMARKED.
Company hereby grants to Customer, and Customer accepts, a nonexclusive license to use eStore Advanced Software & Payleaf Service, 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.
OWNERSHIP OF WEBSITE CONTENT
Customer agrees that Company has no proprietary or other interested in Customer's content. By offering hosting of Customer's content, Company does not publish or otherwise provide Customer's content to end users. Customer is solely responsible for all text, graphics, data and any aspect of Customer's website content. Customer warrants that it owns or has the right to use and offer the content on its website.
Company warrants to Customer benefit alone, that the Software conforms in all material respects to the specifications for the current version of the Software. This warranty is expressly conditioned on Customer's observance of the operating, security, and data-control procedures set forth in Instructions Manual and website. 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.
This Agreement does not provide Customer with title or ownership of the Software, but only a right of limited use. Customer must keep the Licensed Program free and clear of all claims, liens, and encumbrances. 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 .
Customer may not use, copy, modify, or distribute the Software (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Company. 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 a $99.00 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.
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.
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect this Software Service Agreement. This Agreement does not transfer any right, title or interest in the Payleaf (eStore Advanced) Software to Customer except as specifically set forth herein.
All title and copyrights in and to the eStore Advanced Software (including but not limited to any scripts, images, photographs, and copy into the Software), the accompanying printed materials, are owned by Company, and copyright laws and international treaty provisions protect the software. Therefore, Customer must treat the Payleaf Software like any other copyrighted material.
Company may provide Customer with customer support related to the Payleaf Software Service Agreement.
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.
MONTHLY SERVICE FEES
Company will set up an automated billing cycle that will charge Customer monthly fees based upon the package that was ordered. Customer will prepay monthly service in accordance with this Software Service Agreement for Software Services to remain live and its hosting account valid.
To avoid uninterrupted Service, Customer must make timely monthly payments by any means offered by Company. Company requires Customer to prepay for monthly services. Company will have the right to terminate this Agreement and/or suspend Customer access to any or all of Company's Services and/or performance of the services provided by Company hereunder immediately. Furthermore, Company reserves the right to delete all Customer data within the hosting environment after thirty (30) days. Customer may request Company to provide Customer logs, for a fee, as a requirement of PCI Compliance, prior to deleting records. If payment is not received, Company will immediately notify Customer regarding non-payment. Resolution and payment, including a Flat rate of $10 is required to be paid prior to restoring services.
Client can cancel their Software Services hosting account at any time. Company will only honor a cancellation request if sent in writing to: email@example.com. Client must provide the following information in the cancellation request: Company Name, Domain Name(s), Name of Card Holder, and last 4 digits of the card. Failure to provide this information may result in a delay of processing your cancellation. Cancellation requests will not be recognized by any other communication written or verbal other than the afore mentioned method. Client is still responsible for any overages that occur in the month of the request.
CHANGE IN FEES
Company may change fees at Company's discretion.
This Agreement is on a month-to-month basis. Company can terminate this agreement at anytime with a 10-day notice. Company will send a confirmation email notification of the termination. Customer is responsible for the last full month of service and Company does not pro-rate a return of any of the funds collected on the final payment. Customer will be responsible for a final month payment for any and all Services under this Software Service Agreement. Company will notify Customer, by email, of any cancellation notice. Company will further outline steps Customer may need to take in order to transition Service to another provider.
Customer has optional access to user Company servers to send and receive emails. Customer agrees to comply with the CAN Spam Act of 2003 located here: http://www.ftc.gov/bcp/conline/pubs/buspubs/canspam.shtm. Any violation to the CAN Spam Act of 2003 will result in the immediate shut down and access to the website. Company will charge Customer $500.00 (five hundred dollars) for the violation and any additional fees and time associated with the violation. Company's time will be billed at $40 per hour. Company has a zero tolerance policy for spam and does not permit spam to be sent through Company mail servers. All email sent via Company mail servers must meet the following criteria:
In addition, any account that uses more email accounts than allowed on their hosting package, will be moved up to the appropriate level and billed accordingly.
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.
30-DAY MONEY BACK GUARANTEE
Company will fully refund Customer for the purchase of the Software, for any reason, within the first 30-days of this Software Service Agreement. Company will not refund customer for purchase of SSL fees and one-time setup fee, if any. For Customer to receive their refund, a request must be sent to firstname.lastname@example.org prior to midnight EST on the 29th day from time of original 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.
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.
Customer may use Company's trademarks, service marks, trade names, logos, or other commercial or product designations (collectively, "Marks") for promotional purposes with prior written consent of Company. 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 FIRST THREE MONTHS OF SERVICE. 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.
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.