Description of Service
The Service is an Internet based subscription software solution that can be accessed through a web browser or a mobile application and used to facilitate the design, installation, maintenance and management of systems and system assets for you, your business, your clients or your business partners. Access to the Service is password restricted to persons that: (i) are at least 18 years old, (ii) complete the online registration process; and (iii) accept and agree to abide by these Terms (“Users“). You may not access the Service by any means other than through the interface that is provided by us for use in accessing the Service.
Unless explicitly stated otherwise, any new features which augment or enhance the current Service, including the release of new services, products, features or other information, shall be subject to these Terms. We are under no obligation to update the Service, or any information or data contained on the Service or used in connection with the Service. We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) without notice or liability to you or any third party. We may utilize certain third parties to perform hosting, payment processing and/or other services in connection with providing the Service.
You agree to: (i) provide true, accurate, current and complete information about yourself and your company (as applicable) as prompted by the applicable registration form (such information being the “Account Information“) and all other requests for information required for the Service; and (ii) maintain and promptly update such Account Information (e.g. credit card) and promptly respond to requests for information to keep the data and information true, accurate, current and complete.
If you provide any information that is untrue, inaccurate or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). Suspension or termination of the Service will result in loss of access to information stored on the Service.
User Account, Password and Security
Users will create an account designation and a password during the registration process. You agree to: (i) maintain the confidentiality of your password; (ii) take full responsibility for all activities that occur under your password or account; (iii) immediately notify us of any unauthorized use of your password or account or any other breach of security; and (iv) ensure that you exit from your account at the end of each session. We recommend the strict use of security utilities and features available on your computer and mobile devices. We are not responsible for any loss or damage arising from your failure to comply with these requirements.
Fees and Payment
The Service is made available to you on a subscription basis with current subscription rates available at; http://systemsurveyor.com/pricing/. If you register for a paid subscription or purchase any paid service options, you agree to pay us the applicable rates, fees and taxes through the end of the selected subscription period. Failure to pay these fees may result in the termination or suspension of your subscription. You authorize us to store and continue billing your payment method (e.g. credit card) for each subsequent subscription period based upon the rates in effect at that time. We reserve the right to change applicable rates at any time, either with our without notice. Any new rate will be in effect on your account at the beginning of your next subscription period. Taxes, if applicable, are calculated based on the information that you provide at the time of purchase. Failure by us to apply taxes or fees on a transaction does not relieve you of the obligation to pay such taxes. Your purchase may be subject to foreign exchange fees or differences in rates based on location and currency (e.g. exchange rates).
You, and not us, are solely responsible for all information, data, text, software, images, photographs, graphics, video, audio, messages, emails or other communications or materials (“Content“) that you create, enter, store, transmit or receive by any method on the Site or through the use of the Service. You acknowledge that we do not pre-screen Content posted on the Site or transmitted through the Service and we are not obligated or responsible to verify the accuracy, reliability, timeliness or appropriateness of such Content. Without limiting the foregoing, you also agree that we may, in our sole discretion, refuse to post, store or transmit any Content submitted by you that we reasonably believe is in violation of these Terms. You also agree that we may move, remove, edit or modify any Content on the Site as we deem appropriate.
You will not use the Site or the Service to:
- upload, post, email or otherwise store or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- impersonate any person or entity including, without limitation, any of our employees, agents, or affiliates, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- upload, post, email or otherwise store or transmit any Content that you do not have a right to collect, use, store or transmit under any law or under any contractual or fiduciary relationships (including, without limitation, inside, proprietary and confidential information learned or disclosed as part of employment or fiduciary relationships or under nondisclosure agreements);
- upload, post, email or otherwise store or transmit any Content that infringes any patent rights, trademark rights, trade secret rights, copyrights and all other intellectual and industrial property rights of any kind anywhere in the world of any third party;
- upload, post, email or otherwise store or transmit any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt the Service or any servers or networks connected to the Service or violate any requirements, procedures, policies or regulations of any networks connected to the Service or used with the Service; or
- violate any local, state, national or international law, rule or regulation that is applicable to you or your use of the Site or the Service.
We have the right to terminate account access of any User found to have violated, or THAT IS reasonably suspected of violating, the provisions above.
General Practices Regarding Use and Storage
You agree that we may from time to time establish and modify, in our sole discretion, general practices and limits concerning use of the Service including, without limitation, the maximum duration that entered or uploaded Content will be retained by us (or our service providers), the maximum amount of information that may be sent from or received by Users, the maximum disk space allotted to a User on our servers (or the servers of our service providers’), and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that we have no liability for the deletion or failure to store any data, images, photos, communications or other Content posted, stored or transmitted in connection with your use of the Service. You further agree that we have the right to terminate User sessions that are inactive for an extended period of time.
You may terminate your User account or cancel your subscription at any time for any reason and you will incur no further charges (but you will not be entitled to a refund). Upon termination or cancellation by you all access to the Service will be limited or disabled. We, in our sole discretion and without notice or liability to you or any third party, may terminate your User account if we believe that you have violated or acted inconsistently with any of these Terms. Upon such termination, we will terminate your password and remove and may discard any Content uploaded, posted or otherwise stored by you on the Service. Any termination will prevent any further access to information related to your account on the Service.
Advertisers, Partners and Affiliates
We may offer access to certain advertisers, partners or affiliates that we believe may be beneficial to our Users. Your correspondence or business dealings with, or participation in promotions of, advertisers, partners or affiliates of the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser, partner or affiliate. You agree that we are not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers, partners or affiliates on the Service.
The Site or the Service may contain links to other websites or online services or resources. We do not endorse and we are not responsible or liable in any way for any content, advertising, services or goods on or available from such third party websites, services or resources. If you access any links to third party websites, you will leave the Site and the Service. We do not make any representations about third-party websites. Unless specifically noted, these third party websites are not under our control and we are not responsible for the contents on these websites. Your use of any third party websites is at your own risk.
Intellectual Property Matters
We and our partners, licensors and service providers retain all right, title and interest in and to the Site, the Service, all Content provided on the Site (other than the Content provided by end users), any software provided with the Service, and the business process, procedures, methods and techniques used with the Service and all patent rights, copyrights, trademark rights, trade secret rights and other proprietary rights therein (“Intellectual Property“). You may not modify, publish, transmit, transfer or sell, rent, lease, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit the Intellectual Property, in whole or in part, except as expressly permitted in these Terms or with our prior written consent. All rights not expressly granted to you in these Term are reserved and retained by us and our partners, licensors and service providers.
Any feedback provided by you regarding the Site or the Service (“Feedback”) is our proprietary and confidential information, and you hereby assign all right, title and interest in and to such Feedback, including all intellectual property rights therein, to us. You agree not to disclose or provide such Feedback to any third party.
All trademarks and service marks on our Site or used as part of the Service that are not owned by us are the property of their respective owners. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the site or the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.
Digital Millennium Copyright Act
We respect the intellectual property of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found at http://www.copyright.gov/legislation/dmca.pdf, we will respond expeditiously to claims of copyright infringement committed using the Service if such claims are reported to our Designated Copyright Agent identified in the sample notice below.
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site or the Service by completing the following DMCA Notice of Alleged Infringement and delivering it to our Designated Copyright Agent. Upon receipt of Notice as described below, we will take whatever action we it deem appropriate, including removal of the challenged content from the Site.
DMCA Notice of Alleged Infringement (“Notice“):
- Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
- Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
- Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
- Include both of the following statements in the body of the Notice:
- “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
- “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
- Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to our Designated Copyright Agent:
7500 Rialto Blvd., Bldg. 1, Suite 250
Austin, Texas 78735
Attention: Technical Support
You acknowledge that the data and information on the Site or provided in connection with the use of the Service are compiled from a variety of sources and that we do not independently evaluate or verify the accuracy, reliability or timeliness of such information. You agree that you will independently evaluate and bear all risks associated with your use of such information. You further agree that we are not responsible and will have no liability for any reliance by you on such information and that under no circumstances does any such information or other Content on the Service constitute the advice of or a recommendation by us to take any particular course of action or inaction.
You understand that the processing and transmission of communications relating to the use of the Service, including your Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting to various networks or devices. Therefore, you agree that we cannot and will not be liable for the timeliness, deletion, errant delivery or failure to store any User communications or personalization settings.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- WE MAKE NO REPRESENTATION OR WARRANTY THAT (I) THE SERVICE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) ANY RESULTS OR INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, TIMELY, COMPLETE OR RELIABLE, AND (IV) ANY ERRORS IN ANY SOFTWARE USED ON THE SERVICE OR IN CONNECTION WITH THE SERVICE WILL BE CORRECTED.
- WE ARE NOT RESPONSIBLE AND WILL HAVE NO LIABILITY FOR (I) HARDWARE, SOFTWARE, OTHER ITEMS OR ANY SERVICES PROVIDED BY ANY PERSONS OR ENTITIES OTHER THAN US OR (II) THE FAILURES OF THE INTERNET OR ANY DATA OR TELECOMMUNICATIONS EQUIPMENT, SYSTEM OR NETWORK USED IN CONNECTION WITH THE SERVICE.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR PARTNERS, AFFILIATES AND SUPPLIERS WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS UNDER ANY LEGAL THEORY (INCLUDING NEGLIGENCE) FOR (I) ANY AMOUNT IN EXCESS IN THE AGGREGATE OF FIVE UNITED STATES DOLLARS (US$5.00), (II) ANY LOST DATA OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE OR OUR PARTNERS, AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (III) THE COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY.
Exclusions and Limitations
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold us and our managers, members, officers, employees, affiliates, agents, partners and service providers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (i) your use of the Site or the Service, or (ii) any violation by you of these Terms, any law, rule or regulation applicable to you, or the rights of a third party.
Modifications to these Terms
We may modify, change or amend these Terms from time to time, with or without notice to you. You agree to review the Terms periodically to ensure that you are aware of any modifications. Your continued access or use of the Site and/or the Service after the modifications have become effective shall be deemed your conclusive acceptance of the modified Terms. We may post notices or links to notices through the Site to inform you of changes to these Terms, the Site, the Service or other matters of importance.
Governing Law; Jurisdiction; Limitation on Actions
These Terms shall be governed by and interpreted in accordance with the laws of the State of Texas exclusively, excluding its conflicts of laws principles. Both the Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods (1980) are excluded in their entirety from application to these Terms. The parties consent to the exclusive jurisdiction of and venue in the federal and/or state courts within Travis County, Texas, for all claims arising out of or relating to these Terms or your use of the Site or Service. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms or your use of the Site or Service or must be filed within one (1) year after such claim or cause of action arose or be forever barred.
These Terms constitutes the entire agreement between you and us, superseding any prior agreements between you and us that concern the subject matter herein. Any failure by us to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. Waiver by either party of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. These Terms are for the benefit of us and our affiliates, and our respective managers, members, officers, directors, employees, and agents. Each of these entities or individuals shall have the right to assert and enforce those provisions directly against you on its own behalf. The headings contained in these Terms are for reference only and shall not affect the meaning of any of the provisions of these Terms.
Please report any violations of these Terms to us at support@SystemSurveyor.com.
EDT Expert Design Tools, LLC is a Texas limited liability company doing business as System Surveyor
Updated: May 1, 2017