Terms of Use Agreement

Your use of Licensor’s Internet site (the “Site”) or any of the software subscription service offerings or other services offered on the Site including any off-line or third party components, data, lists, reports, dashboards, templates or services (collectively, the “Services”) is subject to these Terms of Use (this “Agreement”). If you do not agree to this Agreement, you agree not to use or access the Services or the Site. If you are agreeing to this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. Your registration for, or use of, the Site or the Services shall be deemed to be your acceptance of this Agreement. Licensor may modify this Agreement at any time by posting a revised Agreement on the Site and will make notification of such to current customers/users at least thirty (30) days prior to such modifications taking effect. Your continued use of the Site constitutes your binding acceptance of this Agreement, including any modifications that Licensor makes. You are responsible for regularly reviewing this Agreement. This Agreement is comprised of two parts, the General Terms and the Country Specific Terms. The term “Licensor” as used herein is Gold CRM Consulting, LLC, a Delaware company, headquartered at 151 Scott Hollow Rd, Sharps Chapel, TN 37866, from which you are obtaining the Services.

PART 1. General Terms

1. Additional Terms; Service Communications

  • 1.1Some of the Services may be subject to additional conditions either posted on the Site or contained in ordering documents which may be in electronic form (referred to herein as an “Order Schedule”) that describe order-specific information, such as Services names, billing information, subscription prices, user quantities, and license term. Your use of the Services is subject to those conditions, which are incorporated into this Agreement by reference. In the event of an inconsistency between this Agreement and any additional conditions, the provisions of such additional conditions will prevail.
  • 1.2You understand and agree that the Services may include communications such as service announcements and administrative messages from Licensor. You will not be able to opt out of receiving these service announcements and administrative messages while using the Site and Services until you send Licensor a specific written notice pursuant to Section 14.2 requesting the termination of your subscription and that your details be eliminated from the Site and any mailing list. You also understand that Licensor’s Services may include advertisements.
  • 1.3If you are using a free (no fee) version of the Services, to the extent permitted by applicable law, you agree that the Services are offered “AS IS”, without warranty of any kind, that Licensor has no obligation to indemnify you as otherwise provided in this Agreement, and that Licensor has no obligation to provide any particular service level or support services to you. This Section 1.3 supersedes any conflicting term of this Agreement.

2. License Grant; Your ContentTop↑

  • 2.1Licensor hereby grants you a non-exclusive, non-transferable right to use the Site and Services for the term for which you have paid the applicable subscription fees (“License Term”), subject to this Agreement and the Order Schedule. If any subscription based Services are licensed on a Named User basis (as defined below), rights of any user licensed to utilize the Services cannot be shared or used by more than one individual. In addition, a Named User may not be transferred from one individual to another unless the original user no longer requires, and is no longer permitted, access to the Services.
  • 2.2The Site includes a combination of content that Licensor creates and that Licensor’s users create. You may use the content on the Site only in connection with the Services and/or your licensed use of Licensor’s products. Except for the foregoing, you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works of, distribute, publicly perform, reverse engineer, publicly display, or in any way exploit any of the software, materials or content on the Site in whole or in part.
  • 2.3You are solely responsible for all materials, whether publicly posted or privately transmitted, that you upload, post, e-mail, transmit, or otherwise make available on the Site or through the Services (“Your Content”). You have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content.
  • 2.4You warrant that you own or have sufficient legal right to the intellectual property rights in Your Content and that Your Content, including any use thereof by Licensor as described herein, does not violate applicable law or the rights of any third party. You hereby grant Licensor a worldwide, royalty-free, nonexclusive, sub licensable right during the License Term to use, reproduce, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content; and to make and/or have made, and to practice any method embodying Your Content; all grants solely for the purposes of (i) displaying Your Content on the Site and other related Internet sites for your users, (ii) processing Your Content in connection with providing the Services to you, (iii) distributing Your Content, either electronically or via other media, to your users seeking to download or otherwise acquire it, and/or (iv) storing or hosting Your Content in a remote database or on the Site for access by your users. This license will apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.
  • 2.5You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. Licensor has the right, but not the obligation, to remove any content that may, in Licensor’s sole discretion, violate this Agreement or that is otherwise objectionable.
  • 2.6 Licensor shall be entitled to adjust the scope of the Services and the underlying technical infrastructure to reflect the continuing development of the Services and technical advances.

3. Usage RightsTop↑

  • 3.1Subject to the terms of this Agreement, Licensor grants to you the nontransferable and nonexclusive right to permit individuals authorized by you (each a “Named User”) to remotely access and use the Services solely to the extent necessary to enter, access and manage Your Content for your own internal business purposes as permitted herein. As used herein, “you” and “your” shall include all Named Users authorized under your account.
  • 3.2You shall not be entitled to license, sell, lease, rent, outsource or otherwise make available the Services to third parties, other than Named Users for which you have subscribed. You shall be responsible for the acts and omissions of all such Named Users as if they were your acts and omissions.
  • 3.3You shall not remove notices and notations on or in the Services or Licensor content that refer to copyrights, trademark rights, patent rights and other intellectual property rights. Unless expressly agreed otherwise herein, Licensor owns all right, title and interest in any and all patent rights, copyrights, trademark rights and other rights in the Services, as well as any improvements, design contributions or derivative works conceived or created by either party in or to the Services. Except for the limited rights expressly granted herein, this Agreement does not transfer from Licensor any proprietary right or interest in the Services. All rights not expressly granted to you in this Agreement are reserved by Licensor and its licensors.
  • 3.4Other than the rights granted under Section 3.1, you shall not be granted a separate license to any software products or content utilized by Licensor for the provision of the Services. In particular, such software products or content (i) shall not be installed on any computer, server or other device of yours and (ii) you have no claim to being provided with such software products or content in physical form. You may make copies of the software products only as a temporary copy resident in your computer’s working memory as necessary to utilize the Services and only during the period of permitted use.
  • 3.5You shall not translate, decompile, reverse-engineer or otherwise modify any parts of the Services. You shall not, and shall ensure that Named Users do not:
    • circumvent the user authentication or security of the Site or Services or any host, network, or account related thereto;
    • use any application programming interface to access the Services other than those made available by Licensor;
    • mirror the Site on any server;
    • make any use of the Services that violates any applicable local, state, national, federal, international or foreign law; or
    • fail to use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure, or, except for licenses provided to Named Users as permitted in this Agreement, allow any third party to use any user identification(s), code(s), password(s), procedure(s) and user keys issued to, or selected by, you for entry into the Services.
  • 3.6Licensor may change or modify the Services at any time if the change or modification (i) is within industrial standard and/or customary in the industry or (ii) extends and/or enhances the functionalities of Services. Licensor will inform you of any other modification or change (each, a “Major Change”) in advance. If you do not wish to use the Services after such Major Change, you may within forty-five (45) days of notification either terminate this Agreement in accordance with this Agreement or reject the Major Change by written notice to Licensor. If you reject a Major Change, Licensor may terminate this Agreement with six (6) months written notice. If you provide no written notice to Licensor within such forty-five (45) day period, you shall be deemed to have accepted such Major Change and this Agreement shall continue in full force and effect.

4. Confidentiality/Intellectual Property RightsTop↑

  • 4.1Your Content will be protected from disclosure to third parties by Licensor with at least the same protective precautions that Licensor takes to protect its similar proprietary information from unauthorized disclosure. Licensor will not, without your prior written consent, disclose any of Your Content to any thirty party, except to those bona fide individuals whose access is necessary to enable Licensor to perform its obligations hereunder or as necessary to comply with any legal or governmental order or similar requirement.
  • 4.2You agree not to reproduce any Licensor Confidential Information to which you are provided access through the Site or Services in any form except as authorized at the time of disclosure. Any reproduction of Licensor Confidential Information shall remain the property of Licensor and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to (a) take all reasonable steps (defined below) to keep all Licensor Confidential Information strictly confidential; (b) to use Licensor Confidential Information solely as authorized at the time of disclosure and (d) not to disclose any Licensor Confidential Information to any party without the prior written consent of Licensor. You do not acquire any rights in Licensor Confidential Information except the limited rights as described above. In no event shall you use Licensor Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the software used to provide the Services, or compete with Licensor software or the Services in whole or in part. As used herein, “Licensor Confidential Information” shall mean all trade secrets and other information or Services which Licensor or third parties protect against unrestricted disclosure to others which is either labeled “Confidential,” accessed through a restricted area of the Site, or which is reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and “reasonable steps” means those steps you and/or your company take to protect your own similar Confidential Information, which shall not be less than a reasonable degree of care.
  • 4.3Licensor and/or its licensors owns all rights, title and interests, including all intellectual property rights, in and to the Site and the Services, the software, materials and other related content (excluding Your Content), and any derivatives relating to the Site or the Services. In addition, all content published on the Site, including, but not limited to, reports, presentations, written content, graphics, images, marks, logos, sound or video clips, and Flash or Java animation, are protected by Licensor’s copyrights or trademarks or those of Licensor’s partners or users.
  • 4.4You may provide, or Licensor may solicit, your input regarding the Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of Services or any other Licensor site, service or product, or input as to whether you believe Licensor’s development direction is consistent with your own business and IT needs, the technology marketplace in general, and the like (collectively “Feedback”). You acknowledge and agree that any information disclosed by Licensor during discussions related to Feedback shall be considered Licensor Confidential Information and shall be protected from disclosure in accordance with the terms of this Agreement. In order for Licensor to utilize such Feedback, you grant to Licensor a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to Licensor’s licensees and customers, under all Your relevant intellectual property rights, to use, publish, and disclose such Feedback in any manner Licensor chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Licensor’s and its sublicense’s products or services embodying Feedback in any manner and via any media Licensor chooses, without reference to the source. Licensor shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind with respect to you and/or your representatives. You acknowledge that the information related to the Services disclosed to you under this Agreement, is only intended as possible strategies, developments, and functionalities of the Services and is not intended to be binding upon Licensor to any particular course of business, product strategy, and/or development.

5. Third-Party Sites, Products, and ServicesTop↑

  • 5.1Licensor is only responsible or liable for the content posted on the Site to the extent created by Licensor. The Site may contain links to external Web sites and information provided on such external websites by Licensor partners and third-party service providers. Licensor shall not be responsible for the contents of any linked Web site, or any changes or updates to such sites. You further agree that Licensor shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through any such linked Web site. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any wiki, or blog on the Site, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content
  • 5.2 Some content may come from government sources, is in the public domain, and is not copyrightable.

6. Fees

  • 6.1If fees are charged by Licensor for the Service, you agree to pay the fees on the terms stated in the Order Schedule. You agree to pay all applicable taxes relating to the Services. Any amount payable by you to Licensor which is past due will be subject to a late payment charge equal to one and one half percent (1.5%) per month, or the highest rate permitted by law, whichever is less.
  • 6.2The maximum storage space provided to you at no additional charge may be specified in the Order Schedule. If not so specified, the maximum storage amount for a Service may be set at 5 GB by Licensor, or such other amount generally established by Licensor for such Service. If the amount of disk storage required exceeds these limits, you will be charged Licensor’s then-current storage fees.

7. Term and Termination; Service CancellationTop↑

  • 7.1The Services will be automatically renewed upon the expiration of the then current License Term, unless you give Licensor written notice thirty (30) days prior to the end of the then current License Term, of your intention to terminate the Services. Fees at the time of automatic renewals will be at the then-current Services rates. Notwithstanding the foregoing, Licensor may immediately terminate or suspend your use of the Services provided hereunder, or terminate your account and this Agreement if you (i) fail to pay any applicable fees when due, or (ii) breach or otherwise fail to comply with this Agreement and fail to remedy this breach within thirty (30) days of being so notified or (iii) in the event Licensor reasonably believes your use of or the continued provision of the Services is likely to violate applicable law or result in harm to the systems or networks used to provide the Services. Licensor may terminate any free account or Services at any time in its sole discretion without liability to you. You will continue to be charged for the fee-based Services during any period of suspension. Termination will not relieve you from the obligation to pay fees that remain unpaid and will not limit either party from pursuing other available remedies.
  • 7.2You may terminate any fee-based Services or reduce the number of users effective only upon the expiration of the then current term by notifying Licensor in accordance with this Agreement, or upon Licensor’s breach of this Agreement and failure to remedy such breach within thirty (30) days of being so notified. Licensor will be in breach of this agreement if (i) Licensor violates the confidentiality obligations as set forth in Section 4.1 of this Agreement; (ii) fails to provide access to the Services or GoServicePro site to customers/users; or (iii) fails to provide Services in a way that conforms with documentation provided to the customers/users. In the event this Agreement is terminated due to a breach by Licensor, Licensor will refund to you any pre-paid subscriptions fees for the remaining months following termination.
  • 7.3Upon termination by Licensor of this Agreement or any part thereof in accordance with this Agreement as a result of your breach, negligence or default, Licensor will have no obligation to refund to you any fees paid by you. The provisions of this section will not apply to those situations defined by law. Notwithstanding the foregoing, in the event your access to the Services is terminated (other than by reason of your breach), Licensor will make available to you a file of your data within 30 days of termination if you so request at the time of termination.
  • 7.4In the event Licensor (or its successor in interest) permanently ceases to operate the Services, Licensor will refund to you any pre-paid subscription fees for the remaining months where you no longer have access to the Services.

8. Privacy PolicyTop↑

  • 8.1All of the information that Licensor collects from you, such as registration information, is subject to Licensor’s privacy policy and applicable privacy laws. Please go to https://goservicepro.com/privacy to see Licensor’s full privacy policy. This policy is expressly incorporated into and a part of this Agreement.
  • 8.2Because Licensor operates globally, you understand and agree that any personal information that you may provide may be processed by Licensor and Licensor may, for example, transfer such information within Licensor’s global operations. If it is necessary for the purposes for which you have shared personal information with Licensor for Licensor to share your information within Licensor’s global operations, Licensor will do so consistent with Licensor’s privacy policy.
  • 8.3The Site is hosted in the United States. If you are visiting from the European Union or other regions with laws governing data collection and use that may differ from U.S. law, please note that you may transfer Your Content to the United States and by providing Your Content to Licensor you represent, warrant, and covenant to Licensor that: (i) you have the authority and right to enter into this Agreement, to grant the rights granted by you under this Agreement, and to perform your obligations under this Agreement; (ii) any consents or approvals required from any third party or governmental authority with respect to the entering into or the performance of this Agreement by such party, are in place, or will be obtained by you as may be necessary for either party to perform its obligations, (iii) you are authorized to distribute Your Content to Licensor, and (iv) you are not breaching any applicable data privacy rule or regulations, any of your contractual obligations, or any of your internal privacy policies.

9. Your Conduct on the Site and other Restrictions

  • 9.1If Licensor requests registration information from you, you will provide Licensor with true, accurate, current, and complete information. You will promptly update your registration to keep it accurate, current, and complete. If Licensor issues you a password, you may not reveal it to anyone else. You may not use anyone else’s password. You are responsible for maintaining the confidentiality of your accounts and passwords. You agree to immediately notify Licensor of any unauthorized use of your passwords or accounts or any other breach of security. You also agree to exit from your accounts at the end of each session. Licensor will not be responsible for any loss or damage that may result if you fail to comply with these requirements.
  • 9.2If Licensor provides you with an administrator user ID and password for accessing the Service, you will assign them to your administrator. You will be responsible, through your administrator, for setting and modifying your and your users’ profile and preferences for the Services, authorizing and terminating individual user ID’s and passwords and specifying the access rights of those individuals to the Services. The administrator will notify Licensor if the administrator needs to change the administrator’s or any user’s ID, and the administrator may do so only by contacting Licensor at the email address for technical support specified by Licensor from time to time.
  • 9.3You will be responsible for all activity occurring under your accounts and will comply with all applicable local, state, and foreign laws, treaties and regulations in connection with your use of the Services, including without limitation, laws and regulations governing data privacy, international communications and transmission of technical or personal data.
  • 9.4The technology and the software underlying the Site and the Services are the property of Licensor and/or Licensor’s affiliates, suppliers and partners. You agree not to copy, modify, rent, lease, loan, sell, assign, distribute, reverse engineer, grant a security interest in, or otherwise transfer any right to the technology or software underlying the Site or the Services. You agree not to modify the software underlying the Site in any manner or form or to use modified versions of such software, including (without limitation) for the purpose of obtaining unauthorized access to the Site. Without limiting the foregoing,you agree that you will not use the Site to take any of the following actions:
    • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;
    • Publish, post, upload, e-mail, distribute, or disseminate (collectively, “Transmit”) any inappropriate, profane, defamatory, misleading, infringing, obscene, indecent, or unlawful content
    • Transmit files or data that contain viruses, corrupted files, or any other similar software or programs that may damage or adversely affect the operation of another person’s computer, Licensor’s sites, any software or hardware, or telecommunications equipment;
    • Advertise or offer to sell any goods or services for any commercial purpose unless you have Licensor’s written consent to do so
    • Transmit surveys, contests, pyramid schemes, spam, unsolicited advertising or promotional materials, chain letters or other unsolicited messages
    • Download any file that you know or reasonably should know cannot be legally obtained in such manner
    • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or the source of software or other material
    • Restrict or inhibit any other user from using and enjoying any area within the Site
    • Interfere with or disrupt Licensor’s sites, servers, or networks
    • Probe, scan or test the vulnerability of the Site or circumvent any security mechanism used by the Site
    • Impersonate any person or entity, including, but not limited to, any Licensor representative, or falsely state or otherwise misrepresent your affiliation with a person or entity
    • Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate your presence on the Site
    • Take any action that imposes an unreasonably or disproportionately large load on Licensor’s infrastructure
    • Engage in any illegal activities; or
    • Collect, store or transmit personal information about individuals or any information that is subject to applicable privacy laws or regulations, including but not limited to, any Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.
  • 9.5If offered as part of the Services, you agree to use Licensor’s services, chat areas, social media, communities and/or message or communication facilities only to send and receive messages and material that are proper and related to that particular site.
  • 9.6If you choose a username that, in Licensor’s sole discretion, is obscene, indecent, abusive or that might otherwise subject Licensor to public disparagement or scorn, Licensor reserve the right, without prior notice to you, to automatically change your username, delete your posts from Licensor’s sites, deny you access to Licensor’s sites, or any combination of these options.
  • 9.7Unauthorized access to the Site is a breach of this Agreement and a violation of the law. You agree not to access the Site by any means other than through the interface that is provided by Licensor for use in accessing the Site. You agree not to use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access, monitor, or copy any part of the Site, except those automated means that Licensor has approved in advance in writing.
  • 9.8You may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
  • 9.9Use of the Site is subject to existing laws and legal process. Nothing contained in this Agreement will limit Licensor’s right to comply with governmental, court, and law-enforcement requests or requirements relating to your use of the Site, which may include disclosing Your Content to the applicable authorities.

10. IndemnificationTop↑

  • 10.1You will defend Licensor and its licensors and other affiliated entities from any third party claim, and will pay all damages finally awarded against Licensor in such claim or amounts agreed to in settlement, arising out of:
    • Your use of the Site
    • Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you
    • The content, the quality, or the performance of content that you submit to the Site; or
    • Your violation of this Agreement.
  • 10.2Licensor will defend you from any third party claim that your use of Licensor’s proprietary software hosted on the Site infringes such third party’s copyright, patent or trademark, and will pay all damages finally awarded against you in such claim. If Licensor settles the claim, Licensor will pay all settlement amounts on your behalf. In exchange, you must
    • promptly notify Licensor if such a claim is asserted against you
    • allow Licensor sole defense of the claim, and
    • cooperate with Licensor’s requests for reasonable assistance, at Licensor’s expense. Licensor will not be obligated to indemnify you if you are in violation of this Agreement. If as a result of the infringement or misappropriation your use of the software hosting on the Site is enjoined by a court of law, Licensor will modify the software to make it non-infringing, acquire a license for you to continue using the software, or if neither option is possible, refund to you the applicable subscription fees paid by you during the 12 month period preceding the injunction. This is your exclusive remedy for a third party’s infringement or misappropriation claim against your use of the software hosted on the Site.

11. Warranty; Disclaimers

  • 11.1Licensor warrants that during the License Term, the Site will conform to the documentation provided by Licensor. In the event the Site does not conform to the documentation, if you promptly notify Licensor, Licensor will modify the Site and/or the documentation so that it conforms. This is your exclusive remedy.
  • 11.2EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 11.1, THE SITE AND THE SERVICES, ITS SOFTWARE, CONTENT AND OTHER MATERIALS, ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS. LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS MAKE NO WARRANTY, REPRESENTATION, GUARANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY OF THE CONTENT, SERVICES, PRODUCTS, SOFTWARE OR OTHER MATERIALS AVAILABLE THROUGH THE SITE.

12. LIMITATION OF LIABILITYTop↑

  • 12.1TO TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR LICENSOR NOR ITS AFFILIATES, SUPPLIERS OR PARTNERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE SERVICES OR THE SITE, ITS SOFTWARE, CONTENT OR OTHER MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE OR LOSS OF DATA OR OTHER INTANGIBLE LOSSES.
  • 12.2TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR LICENSOR AND ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO LICENSOR FOR THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
  • 12.3LICENSOR WILL NOT BE RESPONSIBLE FOR DIRECT, INDIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF CONTENT YOU ACCESS OR ENCOUNTER ON THE SITE THAT IS SUPPLIED BY THIRD PARTIES.
  • 12.4SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES/JURISDICTIONS, LICENSOR’S LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS AND PARTNERS WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Arbitration

Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration, except that Licensor may bring an action in a court of competent jurisdiction with respect to any dispute affecting Licensor’s intellectual property rights whether statutory or contractual. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in the state of Delaware, United States, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. All arbitration proceedings will be conducted in English by a single arbitrator selected under the Rules who must be a lawyer and fluent in English. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or Licensor may seek any interim or preliminary relief from a court of competent jurisdiction in Delaware, necessary to protect the rights or the property of you or Licensor (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.

14. MiscellaneousTop↑

  • 14.1The Site features trademarks, service marks, and logos that are the property of Licensor and/or its affiliates, suppliers, partners and licensors. The Site also may include trademarks, service marks or logos of other third parties. All of these trademarks, service marks and logos are the property of their respective owners, and you agree not to use them in any manner without the prior written permission of the applicable owner.
  • 14.2Licensor may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon Licensor’s posting them on the Site or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide Licensor with accurate information, Licensor cannot be held liable if Licensor fail to notify you. You may have the right to request that Licensor provide such notices to you in paper format, and may do so by contacting Gold CRM Consulting – Administrator’s Office, 637 Keystone Drive #102, Cincinnati, OH 45244. Any other communication to Licensor should also be sent to that address.
  • 14.3Licensor’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This Agreement and your right to use the Services may not be assigned by you without the prior written approval of Licensor. In the event that your company is sold, merged with or transferred as part of a wholly owned subsidiary, your licenses will transfer with you. You are required to notify Licensor within 30 days of the change in ownership becoming final so that you’re your billing records can be updated.
  • 14.4This Agreement, including any applicable Order Schedule and all terms, conditions, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and Licensor and govern your use of the Site and Services, superseding any prior agreements that you may have with Licensor. Notwithstanding the foregoing, in the event you and Licensor have separately executed a mutually agreed upon written agreement for access to the Service and you acquired the right to use the Services pursuant to such written agreement, the terms of the written agreement shall govern your use of the Services and the terms of this Agreement shall be superseded by the written agreement. Any additional or different terms in your ordering documentation such as purchase orders are hereby deemed to be material alterations and notice of objection to, and rejection of, them is hereby given.
  • 14.5This Agreement will be construed in accordance with the laws of the State of Delaware, excluding its conflicts of law principles, and the federal laws of the United States.
  • 14.6You may not use, import or export materials on this Site in violation of United States, or any other applicable country’s, import and export laws and regulations. Licensor assumes no responsibility or liability for your failure to obtain any necessary export approvals. Without limiting the foregoing, you agree that the Site will not be used, and none of the underlying content, information, software, or technology may be transferred or otherwise exported or re-exported to persons subject to restrictions, destinations subject to embargo, or to prohibited proliferation-related end-users or end-uses, without obtaining any export license or other approval that may be required under United States, and any other applicable country’s, laws, regulations and requirements. You hereby certify that none of the content on the Site, nor any information acquired through the use of the Services, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
  • 14.7The Site and the Services, its software, content and other materials, will be deemed “commercial computer software” and “commercial computer software documentation” pursuant to DFAR Section 227.7202 and FAR Section 12.212 (and any successor sections). The use of the Site and the Services including, but not limited to, its reproduction and display, by the United States of America and/or any of its instrumentalities, regardless of form, will be governed by this Agreement.Top↑
  • 14.8If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, the invalid or unenforceable provision will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties and the intent of the original provision. Where a court is unable to construe any unenforceable or invalid provision to make it binding, the court will severe and delete the provision. In any event, all other terms which remain valid and enforceable will survive and remain in full force and effect.
  • 14.9If you have a dispute with one or more users, you release Licensor (and Licensor’s officers, directors, agents, affiliates and employees) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident or incorporated in California, you waive California Civil Code 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

PART 2. Country Specific Terms

If you access the Services in any territory specified below (the “Local Territory”), this section sets forth specific provisions as well as exceptions to the above terms and conditions. To the extent any provision applicable to the Local Territory (the “Local Provision”) set forth below is in conflict with any other term or condition in this Agreement, the Local Provision will supersede such other term or condition with respect to any Services provided in the Local Territory.

European Union Wide

The following amendments to this Agreement will be applicable in all European Union (“EU”) countries:

10.1 The following replaces the terms of this section in its entirety:

  • You hereby agree to indemnify, defend and hold Licensor and all of Licensor’s officers, directors, owners, employees, agents, affiliates, suppliers, partners and licensors (collectively, the “Licensor Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys’ fees) incurred by any Licensor Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement, arising from your breach of this Agreement or your negligence or willful misconduct of:
  1. Your use of the Site
  2. Any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you;
  3. The content, the quality, or the performance of content that you submit to the Site;
  4. Your connection to the Site; or
  5. Your violation of the rights of any other person or entity.

12. The following is added:Top↑

  1. 12.4 Nothing in this Agreement will seek to exclude or limit liability for:
  2. damages for death or personal injury to the extent caused solely by Licensor’s negligence; or
  3. any breach of Licensor’s obligations implied by statute which cannot be excluded.

13. The following is added:

13.2 In the EU, consumers have legal rights governing the sale of consumer goods. Such rights are not affected by the disclaimers set out above and all disputes arising out of or in connection with the execution and interpretation of this Agreement will be submitted to the exclusive competence of the judge of the place where the consumer is resident or has his/her domicile and the law applicable to the dispute will be the law of his / her domicile.

Belgium

If you access the Services in Belgium, the following amendments to this Agreement will apply:

9.6 The following replaces the terms of this section in its entirety:

You agree not to choose a user name which is obscene, indecent, and abusive or that might otherwise subject Licensor to public disparagement or scorn. In case of breach of this provision, Licensor reserve the right, without prior notice to you, to automatically change your username, delete your posts from Licensor’s sites, deny you access to Licensor’s sites, or any combination of these options.

11.2 The following replaces the terms of this section in its entirety:

The present guarantee will not prevent the application of the statutory guarantee provided under article 1641 of the Belgian civil code relating to hidden defects.

11. The following is added:

11.3In any event, the present guarantee will not prevent the application of the statutory guarantee provided under article 1604 of the Belgian civil code which provides that goods delivered by sellers to buyers must conform to the sales contract.

Note: If the Services are sold to a consumer, then Section 11.4 is added:

11.4 In any event, the present guarantee will not prevent the application of the statutory guarantee provided under article 1649 quarter of the Belgian civil code which provides that Licensor is liable towards the consumer for any lack of conformity which exists at the time of delivery and becomes apparent within two years from delivery. According to article 1649 quarter of the Belgian civil code, goods delivered will only be deemed to conform with the contract if they:

  1. Comply with the description given by the seller and possess the qualities of the goods held out by the seller to the consumer as a sample or a model
  2. Are fit for the consumer’s requirements which were made known to the seller when the contract was concluded and which the seller accepted
  3. Are fit for the purpose for which similar goods are normally used; and
  4. Are fit for the purpose for which similar goods are normally used; and 4. Show the quality and performance which are normal in goods of the same type and which the consumer can reasonably expect

12.1 The following replaces the terms of this section in its entirety:Top↑

To the maximum extent permitted by applicable law, neither Licensor nor Licensor’s affiliates, suppliers or partners will be liable for any indirect, incidental damage for financial, commercial or data loss, loss of profit or loss of opportunity, whether foreseeable or unforeseeable, notwithstanding any direct damage arising from bodily harm, gross negligence, fraud, willful misconduct or material default, in connection with or arising out of the Services or the Site, even if Licensor have been advised on the possibility of such damage, including, but not limited to, damage for loss of profits, goodwill, use or loss of data or other intangible losses, resulting from but not limited to: (i) the use or the inability to use the Site and the Services; (ii) the costs of procurement of substitute goods and services; (iii) unauthorized access to, alteration of, or inaccuracy, error or omissions in your content, transmissions or data; (iv) statements or conduct of any third party; or (v) any other matter relating to the Site and the Services.

France

If you access the Services in France, the following amendments to this Agreement will apply:

2.5 The following replaces the terms of this section in its entirety:

You may be exposed to content that you find offensive, indecent, or objectionable or that is inaccurate, and you bear all risks associated with using that content. Licensor will use Licensor’s best endeavors but will not be under any obligation, to remove any content that is reported to Licensor as violating this Agreement or otherwise being objectionable.

11.2 The following replaces the terms of this section in its entirety:

In any event, the present guarantee will not prevent the application of the statutory guarantee provided under article 1641 of the French civil code relating to hidden defects.

12.1 The following replaces the terms of this section in its entirety:

To the maximum extent permitted by applicable law, neither Licensor nor Licensor’s affiliates, suppliers or partners will be liable for any indirect, incidental damages or loss of profits whether foreseeable or unforeseeable, notwithstanding direct damages arising directly from bodily harm, gross negligence or willful misconduct or material default, in connection with or arising out of the services or the site, even if Licensor have been advised of the possibility of such damages, including, but not limited to, damages for loss of profits, goodwill, use or loss of data or other intangible losses, resulting from but not limited to:

  1. the use or the inability to use the site and the services;
  2. the cost of procurement of substitute goods and services;
  3. unauthorized access to, alteration of, or inaccuracy, error or omissions in your content, transmissions or data
  4. statements or conduct of any third party; or
  5. any other matter relating to the site and the services.

GermanyTop↑

If you access the Services in Germany, the following amendments to this Agreement will apply:

9.6 The following replaces the terms of this section in its entirety:

You are not allowed to choose a username that, in Licensor’s sole discretion, is obscene, indecent, and abusive or that might otherwise subject Licensor to public disparagement or scorn. If you have chosen such a username, Licensor reserve the right to automatically change your username and/or after giving prior notice, delete your posts from Licensor’s sites, deny you access to Licensor’s sites, or any combination of these options.

11. The following replaces the terms of this section in its entirety:

  • 11.1 Licensor will provide its Services with best effort and necessary care
  • 11.2If a defect of the Services results from not or not timely complying with your obligation to co-operate and to mitigate damages, Licensor will not be liable for such damages.
  • 11.3In case of a defect of the Services, Licensor has the right to remedy such defect within a reasonable period of time by way of subsequent legal performance. This will be carried out by Licensor at no costs for you should Licensor be responsible for the defect. In all other cases Licensor will remedy the defect for payment in accordance with its current price list. You are only entitled to additional remedies against Licensor if the subsequent performance is refused by Licensor or is unsuccessful or cannot be reasonably accepted. Performance is deemed to have been unsuccessful after Licensor’s second attempt to remedy the defect.
  • 11.4The warranty period for defects, if any, will expire after twelve (12) months from delivery
  • 11.5The amount of liability and compensation of damages resulting from a defect is subject to the Limitation of Liability in Section 11.

12. The following replaces the terms of this section in its entirety:Top↑

  • 12.1Licensor will be liable for damages only in the event that such damages have been caused by Licensor’s or its designated agent’s intent or gross negligence. In addition thereto, Licensor will be only liable up to the amount of the typically foreseeable damages as far as the damage is pertaining to the breach of a contractual core duty caused by slight negligence. The above-mentioned limitation of liability does not restrict a compelling liability, including, without limitation, the liability based on the Product Liability Act.
  • 12.2Licensor will not be liable if the damage arises from an alteration or modification of the Services by Licensee. Moreover, Licensor will not be liable if the damage was caused by fortuity, incorrect or inappropriate use or if the respective damage arouse from the use of the Services in combination with other products.
  • 12.3You will make security copies of your data on a regular basis, at least once per day. Any breach to this obligation will be deemed a contributory negligence.

Italy

If you access the Services in Italy, the following amendments to this Agreement will apply:

2.1 The following is added:

With the exception of any mandatory provisions of law, you will not carry out any of the activities set forth at article 64-bis of law no. 633/41 without Licensor’s prior written consent and, more precisely, you will not translate, amend, transform, de-compile, disassemble, modify, improve or otherwise reverse engineer any software included in the Services or any OEM Application without Licensor’s prior written consent. Furthermore, in derogation from article 64-ter of law no. 633/41, you may not carry out any of the activities set forth at article 64-bis of law no. 633/41, paragraphs a) and b) without Licensor’s consent, even in the event that such activities are necessary for the use or the Services according to its destination, including the correction of errors.

6.1 The following replaces the terms of this section in its entirety

You agree to pay the fees on the terms stated in the Order Schedule. You agree to pay all applicable taxes relating to the Services. Subject to any compulsory provision of law applicable to consumer parties, any amount payable by you to Licensor which is past due will be subject to a late payment charge in the amount determined under Article 5 of legislative decree no. 231 of October 9, 2002, without prejudice to any further right and remedy available to Licensor at law.

Netherlands

If you access the Services in the Netherlands, the following amendments to this Agreement will apply:

9.6 The following replaces the terms of this section in its entirety:

You are not allowed to choose a username that, in Licensor’s sole discretion, is obscene, indecent, and abusive or that might otherwise subject Licensor to public disparagement or scorn. If you have chosen such a username, Licensor reserve the right to automatically change your username and, after giving you prior notice:

  1. delete your posts from Licensor’s sites and/or
  2. deny you access to Licensor’s sites.

12.4 The following replaces the terms of this section in its entirely:Top↑

Nothing in this Agreement will seek to exclude or limit liability for:

  1. damages for death or personal injury or damage to real or tangible personal property to the extent caused solely by Licensor’s negligence
  2. any breach of Licensor’s obligations implied by statute which cannot be excluded; or
  3. damages that are the result of
    (i) willful misconduct or of
    (ii) gross negligence on the part of Licensor or its executives.

Spain

If you access the Services in Spain, the following amendments to this Agreement will apply:

The following is added:

In respect of the Services accessed in territories or places subject to the laws of Spain the Spanish Local Provisions (as defined below) will take precedence in all circumstances in as much as the general terms and conditions governing this Site are in conflict with them. The general terms and conditions of this Site which are not in conflict with the Spanish Local Provisions will be fully applicable under the Spanish Priority of Contract rules.

For present purposes the Spanish Local Provisions are the imperative sections, “imperative” being construed as legally non-disposable provisions under Spanish law, of the following Acts of the Spanish Parliament (as amended from time to time):

The Spanish Data Protection Act 1999 (LEY ORGONICA 15/1999, de 13 de diciembre, de Proteccion de Datos de Carocter Personal), . The Spanish Act for the protection of Consumers and End Users 1984 (LEY 26/1984, de 19 de julio, General para la Defensa de Consumidores y Usuarios), . The Spanish Act for the General Conditions for Entering into a Contract 1998 (LEY 7/1998, de 13 de abril, sobre condiciones generales de la contratacion), . The Spanish Civil Code, . The Spanish Code of Commerce, . The Spanish Law for E-Commerce 2002 ( LEY 34/2002, de 11 de julio, de servicios de la sociedad de la informacion y de comercio electronico), . Any other Spanish Act which confers to the parties signing these terms and conditions a Spanish Statutory right or imposes a Spanish statutory obligation (including those arising from EU regulations directly applicable in Spain or EU directives yet to be implemented by the Spanish government).

For the purposes of Section 13, a consumer will include an end user as defined in Spanish law.

United KingdomTop↑

If you access the Services in United Kingdom, the following amendments to this Agreement will apply:

12. The following is added:

12.5 This Agreement set out Licensor’s entire liability and your sole remedies, whether in contract or in tort, in respect of any breach of this Agreement.

14. The following is added

14.10 A person who is not a party to this Agreement will have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this will not affect any right or remedy of a third party which exists or is available apart from that Act.

Switzerland

If you access the Services in Switzerland, the following amendments to this Agreement will apply:

12. The following is added:

12.4 Nothing in this Agreement will seek to exclude or limit liability for:

  1. damages for death or personal injury
  2. damages caused by Licensor’s intentional misconduct or gross negligence
  3. any breach of Licensor’s obligations implied by statute which cannot be excluded

Japan

If you access the Services in Japan, the following amendments to this Agreement will apply:

13. The following replaces the terms of this section in its entirety:

Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. All arbitration proceedings will be conducted in English by a single arbitrator selected under the Rules who must be a lawyer and fluent in English. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or Licensor may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or the property of you or Licensor (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.

Australia & New ZealandTop↑

If you access the Services in Australia or New Zealand, the following amendments to this Agreement will apply:

13. The following replaces the terms of this section in its entirety:

Any dispute arising out of or relating to this Agreement or the Site will be finally settled by arbitration. The arbitration will be conducted in accordance with the commercial arbitration rules (the “Rules”) of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. All arbitration proceedings will be conducted in English by a single arbitrator selected under the Rules who must be a lawyer and fluent in English. The arbitrator has no authority to award damages in excess of those permitted in this Agreement for any reason. Any award in excess of such limitation will be deemed void as between the parties. Either you or Licensor may seek any interim or preliminary relief from a court of competent jurisdiction necessary to protect the rights or the property of you or Licensor (or its affiliates, agents, suppliers, and subcontractors), pending the completion of arbitration.

Mexico

If you access the Services in Mexico, the following amendments to this Agreement will apply:

12.3 The following replaces the terms of this section in its entirety:

SOME STATES/JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES/JURISDICTIONS, LICENSOR AND LICENSOR’S AFFILIATES, SUPPLIERS AND PARTNERS WILL NOT BE LIABLE FOR ANY DAMAGES THAT EXCEED THE GREATER OF US $1000 OR THE TOTAL AMOUNTS, IF ANY, PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.