Computer Snooper Terms Of Service
1. Subscription Services
This Agreement sets forth the terms and conditions governing Computer Snooper performance and delivery of its service ("Service") described in any associated Subscription Contract ("Contract"). Customer may subscribe to and purchase the Service by executing a Contract setting forth the applicable Service subscription period ("Subscription Period") subject to the terms and conditions of this Agreement. Service is for Customer use only, and not for the purpose of redistribution or resale of the Service; Customer may not resell service to third party individuals and entities. Each Contract will be subject to this master agreement, notwithstanding any inconsistent or additional provisions contained therein. The application of this master agreement is automatic and unvariable without the express contrary agreement of both parties. Contracts will be governed only by the terms and conditions of this Agreement and any different or additional terms in any other document are deemed inapplicable. No Agreement or Contract is binding unless or until it is accepted by Computer Snooper in writing.
2. Computer Snooper Subscription
Customer shall provide all user information reasonably necessary to enable Computer Snooper to create a profile for the person for whom Customer wishes to have access to the Service, pursuant to this Agreement ("Subscriber"). During the Term of this Agreement, Customer may: i) designate one (1) Computer Snooper account for each computer to monitor, and ii) initiate one (1) Computer Snooper session at a time for each Computer Snooper Subscription to the Service. Customer is responsible for updating any and all information related to Subscriber in its Customer account.
3. Term
The term of this Agreement ("Term") commences on the Commencement Date as set forth in the Contract. The Agreement and any associated Contract shall continue and renew automatically at the end of the Renewal Period ("Period"), unless either party notifies the other of its intent to terminate this Agreement by providing the other party written notice of termination at least thirty (30) days prior to the end of any term of the Agreement or of any Service period or immediately, in Computer Snooper's sole discretion, if Customer breaches the Agreement. Contracts commence on the Commencement Date indicated in the Contract. Monthly subscriptions unless earlier terminated, shall continue and renew automatically each month. Yearly subscriptions, unless earlier terminated, shall continue and renew each year. Service fees and charges are nonrefundable.
4. Payments and Amendments.
Computer Snooper reserves the right to suspend or terminate the Service immediately after the due date of a correctly rendered and non-contested invoice in the event that Customer fails to pay Computer Snooper by the due date. Computer Snooper may change the fees and charges then in effect, or add new fees or charges, whenever Contract renews, with thirty (30) days notice.
The fees payable to Computer Snooper by Customer shall be exclusive of all governmental, federal, state or local excise, sales, value-added, use and other taxes now or hereafter levied or imposed on the Service provided under this Agreement. Customer agrees to pay or have paid all fees and charges incurred in connection with Service (including any applicable taxes) at the rates in effect when the charges were incurred. Customer is responsible for any fees or charges incurred to access Service through an Internet access provider or other third party service.
4.1 Credit Card Billing. As specified in the Contract, periodic fees for the Subscription Period will be billed automatically to the credit card provided to Computer Snooper prior to the Commencement Date and prior to each subsequent Subscription Renewal Period. Payments are due prior to activation of the Service.
Unless otherwise stated, as a condition to the right to use the Service, Customer must provide a valid credit card number belonging to Customer with available credit sufficient to pay the applicable Service fees. In the event that Customer cancels this credit card or it is otherwise terminated, Customer must immediately provide Computer Snooper with a new valid credit card number. Customer authorizes Computer Snooper, from time to time, to undertake steps to determine whether the credit card number provided is a valid credit card number. In the event that Customer does not provide a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, Customer will be in violation of this Agreement, and Computer Snooper may terminate this Agreement with Customer immediately. Computer Snooper does not accept debit cards for payment of Service Fees. In the event that Customer provides a debit card number instead of a credit card number, Customer authorizes Computer Snooper to make all charges described in this Agreement to Customer's debit card account. CUSTOMER, AND NOT Computer Snooper, IS RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO CUSTOMER CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY CUSTOMER.
4.2 Trial Offers, Coupons, Credits and Special Offers. Computer Snooper reserves the right to discontinue or modify trial offers, coupons, credits and special promotional offers at Computer Snooper's sole discretion. Any trial offer associated with the Service entitles new users to a one-time free trial usage period. At the end of the trial period the user will be automatically terminated unless a paid service plan is purchased prior to the end of the trial period as set forth in the Contract.
5. Use and Delivery of Services
5.1 Responsibility for User Accounts and Passwords. Customer is responsible for maintaining the confidentiality of User accounts and passwords. Customer agrees to immediately notify Computer Snooper of any unauthorized use of Customer account of which customer becomes aware. Otherwise, all guarantees as to service and performance given by Computer Snooper to the Customer shall be suspended.
5.2 Customer Only Traffic. The right to use the Service is limited only to the Customer registered Subscribers and their invited attendees and includes those members of staff and others engaged by the Customer to perform work for the Customer.
5.3 Email. Sending unsolicited mail messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited. A Subscriber shall not use Computer Snooper's mail server to relay mail other than invitations to share its own data without the express permission of Computer Snooper.
5.4 Network Security. Violations of system or network security are prohibited, and may result in criminal and civil liability. Computer Snooper will investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.
Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.
Interference with Service to any user, host or network including, without limitation, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks.
Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
5.5 Improper Use. Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.
5.6 Data Protection. To the extent Computer Snooper receives any personal information in a Subscriber database, Customer grants Computer Snooper permission and will ensure that it has received the permission of each Subscriber to transfer, process or store such personal information in our U.S. databases.
5.7 User’s Permission. The computer in which the Computer Snooper server software is installed must have the user’s permission and aware of the intent for the software Computer Snooper is installed unless the user of the computer are children of the computer owner. Any adult or user of the computer with Computer Snooper installed MUST BE NOTIFIED prior to use of the computer. Computer Snooper shall not be liable for user’s of the computer not being notified.
5.8 Ownership Of Computer. The computer in which Computer Snooper server is installed onto must be owned by the installer or rights by employment to install such type of software. Computer Snooper must not be installed on any computers which are not owned or permitted by the user and Computer Snooper shall not be liable for such action.
To the extent Computer Snooper receives any personal information in a Subscriber database, Customer grants Computer Snooper permission and will ensure that it has received the permission of each Subscriber to transfer, process or store such personal information in our U.S. databases.
6. Privacy
Computer Snooper's privacy statement may be found on Computer Snooper's website: http://www.ComputerSnooper.com/privacy.htm. Please consult it for Computer Snooper's current practices with respect to Subscriber's information.
7. Warranty
Computer Snooper's exclusive warranty is that, Service will be provided in a professional and workmanlike manner and will conform to Computer Snooper's applicable published specifications. Computer Snooper does not warrant that the operation of Service will be uninterrupted or error free. This warranty extends only to the Customer, and may not be assigned to a third party.
Computer Snooper express warranty is contingent upon the proper use of the Service in accordance with Computer Snooper specifications and instructions. The warranty does not apply to Service failure due to:
disaster, accident or misuse by Customer;
failure or defect of electrical power or external circuitry
Customer's inability or difficulty to connect to the Internet.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 9, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, OF SERVICES SOLD OR FURNISHED UNDER THIS AGREEMENT OR IN CONNECTION HEREWITH. Computer Snooper DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Computer Snooper'S EXPRESS WARRANTIES WILL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY WILL ARISE OUT OF, Computer Snooper RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE SERVICE. IN NO EVENT WILL Computer Snooper BE LIABLE FOR ANY DELAY IN FURNISHING SERVICES.
8. Software License
Grant of License. Computer Snooper grants Subscribers a perpetual, non-exclusive license ("Software License") to use the Computer Snooper software:
subject to Customer paying Service fees on a timely basis, or until the Agreement or Contract is otherwise terminated;
allowing Customer to download copies of the Computer Snooper client to any PC;
subject to the Services and License Agreement for Client Software for Computer Snooper Subscription Services appended below.
9. Support
Unless otherwise provided in any Service description, Services will be provided during the Subscription Period, from 9:00 a.m. through 5:00 p.m. Eastern Standard Time by emailor the web, Monday through Friday, exclusive of Computer Snooper holidays, which is subject to change in Computer Snooper's sole discretion with 30 days notice.
10. Limitation of Liability
EXCEPT AS PROVIDED HEREIN OR IN SECTION 11, Computer Snooper'S MAXIMUM LIABILITY WILL BE LIMITED IN ANY EVENT TO ACTUAL DIRECT DAMAGES TO THE EXTENT CAUSED SOLELY BY THE ACTS OR OMISSIONS OF Computer Snooper SUBJECT TO A MAXIMUM LIABILITY OF THE LESSER OF $5,000 OR THE AMOUNT PAID FOR THE SPECIFIC SERVICE WHICH DIRECTLY CAUSED SUCH DAMAGE. IN NO EVENT WILL Computer Snooper BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES, LOST BUSINESS PROFITS, OR LOSS, DAMAGE OR DESTRUCTION OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, EVEN IF Computer Snooper HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS HEREBY INTENDED. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AND THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY.
11. Force Majeure
Computer Snooper shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood, explosion, earthquake, war, strike, embargo, government requirement, civil or military authority, act of God, internet traffic congestion, or other similar causes beyond its control and without the fault of negligence of Computer Snooper or its subcontractors.
12. General.
Customer will not assign or transfer any part or all of this Agreement or any of Customer's rights or obligations hereunder without the prior written consent of Computer Snooper.
Either party's failure to enforce any provision of this Agreement will not be deemed a waiver of that provision or of the right to enforce it in the future.
This Agreement will be governed by the laws of The Commonwealth of Massachusetts (exclusive of its conflict of laws).
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
THIS AGREEMENT, TOGETHER WITH ANY AMENDMENT, ATTACHMENT OR EXHIBIT EXPRESSLY MADE A PART HEREOF AND SIGNED BY BOTH PARTIES, IS THE EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, SUPERSEDING ALL COMMUNICATIONS, PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN RELATING TO THIS SUBJECT MATTER.
Terms for Use of Computer Snooper
Services and License Agreement for Client Software for Computer Snooper Subscription Services
IMPORTANT-READ CAREFULLY: YOUR USE OF THE Computer Snooper WEBSITE (AT WWW.ComputerSnooper.com) AND SERVICES (THE "SERVICES") AND THE Computer Snooper SOFTWARE PRODUCT IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS. BY SELECTING THE “I ACCEPT THE TERMS IN THE LICENSE AGREEMENT” DURING THE SUBSCRIPTION PROCESS, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT AND THE Computer Snooper “TERMS OF SERVICE” POSTED ON THE Computer Snooper WEB SITE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL THE SOFTWARE AND/OR DO NOT SUBSCRIBE TO THE SERVICE.
These Terms for Use of Services and Computer Snooper License Agreement ("Agreement") is a legal agreement between you (either an individual or entity) and Computer Snooper for use of the Services and client software for the Computer Snooper software product called "Computer Snooper", which may include associated software components, media, printed materials, and "online" or electronic documentation ("Software"). You agree to be bound by and become a party to all the terms of this Agreement by using the Services or by downloading a software packet containing the Software or by otherwise using the Software.
If you do not agree to the terms of this Agreement, do not use the Services or the Software in any manner whatsoever. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
PRIVACY: Computer Snooper's privacy policy is described on the Computer Snooper website. Please consult it to learn Computer Snooper's current policies to protect the privacy of your information.
TERMS OF SERVICE: Computer Snooper’s Terms of Service are described on the Computer Snooper website. Please consult it to learn Computer Snooper’s current terms associated with the delivery of Computer Snooper Services.
PROHIBITED ACTIONS: You may not distribute Computer Snooper Services or Software associated with or derived from it, modify, copy, license, or create derivative works from Computer Snooper Services or Software, without Computer Snooper’s written approval.
RESPONSIBILITY FOR CONTENT OF YOUR COMMUNICATIONS. You agree that you are solely responsible for the content of all visual, written or audible communications used or sent by you. You agree that you will not use the Services to send unsolicited mass mailings. You further agree not to use the Services to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although Computer Snooper is not responsible for any such communications, Computer Snooper may delete any such content of which Computer Snooper becomes aware or deny you access to the Services, at any time without notice.
GRANT OF LICENSE AND OWNERSHIP. The Software is licensed, not sold. Subject to the terms and conditions of this Agreement, Computer Snooper grants you the right to download copies of the Computer Snooper client to any PC by installing one copy of the Software, in machine readable format only and, subject to paying a subscription fee, allows each Subscriber use the Software and to have their own personal Computer Snooper webpage address to invite attendees in a Computer Snooper data collaboration session. Computer Snooper has no obligation to provide you with, and this license does not entitle you to receive, any hard-copy documentation or other printed materials, technical support services, telephone assistance or modifications, enhancements or supplements to the Software. Except as expressly licensed to you in this Agreement, Computer Snooper retains all right title and interest in and to the Software and all copies thereof.
RESTRICTIONS: You have no right and will not, nor will you authorize or assist others to: (a) produce, manufacture, distribute or copy all or any portion of the Software, except as expressly allowed in this Agreement, (b) disassemble, reverse engineer or decompile, or otherwise attempt to derive source code from all or any portion of the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, (c) modify, translate, or alter all or any portion of the Software or (d) license, sublicense, assign, transfer, rent, lease, sell, encumber or otherwise transfer title or any other rights in all or any portion of the Software or (e) use the Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to the Software or Services. You will indemnify Computer Snooper against any loss related to your failure to conform to the requirements of this Section.
COPYRIGHT: Computer Snooper and its suppliers, as applicable, retain ownership of all proprietary rights notices and marks in, or displayed by, the Software. You will not remove, deface or obscure any of Computer Snooper's or its suppliers' copyright or trademark notices or legends or other proprietary notices on or in the Software.
TRADEMARKS: This software may contain third-party software which requires notices and/or additional terms and conditions. Such required third-party software notices are made a part of and incorporated by reference into the End User License Agreement covering this software. Microsoft, Windows and the Windows logo are trademarks or registered trademarks of Microsoft Corporation in the United States and/or other countries.
TERMINATION: You may terminate this Agreement at any time by providing written notice to Computer Snooper and destroying all full and partial copies of the Software received or produced by you. If you fail to comply with any term of this Agreement, Computer Snooper may terminate this Agreement upon written notice to you and you will then destroy all full and partial copies of the Software received or produced by you. If Computer Snooper loses its rights as to all or any part of the Software due to reasons beyond Computer Snooper's control, Computer Snooper may terminate this Agreement upon 30 days notice and you will destroy all full and partial copies of the Software received or produced by or before the effective date of termination. Upon Computer Snooper's request, you will certify in writing that you have complied with your obligations to destroy all full and partial copies of the Software as set forth in this Section. Computer Snooper may terminate this license and access to the Services upon failure to pay subscription fees when due.
NO WARRANTIES: YOU UNDERSTAND AND AGREE THAT THE SERVICES AND THE SOFTWARE ARE PROVIDED "AS IS" AND Computer Snooper EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Computer Snooper MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SOFTWARE, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND SOFTWARE IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU. You agree to indemnify, defend and hold harmless Computer Snooper, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from your use of the Services. Some jurisdictions do not allow limitations on implied warranties, so the above limitation may not apply to you. In that event, such warranties are limited to the minimum warranties allowed by the applicable law.
LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Computer Snooper OR ITS AFFILIATES, SUPPLIERS AND RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF Computer Snooper, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, Computer Snooper, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE (IF ANY). Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.
MISCELLANEOUS: This Agreement shall be governed by and construed under the laws of the Commonwealth of Georgia, exclusive of its choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. Computer Snooper may change the terms of this Agreement at any time by posting modified terms on its website. Any and all rights and remedies of Computer Snooper upon your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on Computer Snooper, and the exercise of any one remedy will not preclude the exercise of any other.
