This agreement is made between Prediction Software Incorporated, a Michigan Corporation (referred to hereafter as "Licensor") and Licensee (referred to hereafter as "Licensee").
The parties of this Agreement enter into the Agreement as outlined herein, providing for Licensor to provide certain services and use of the software program known as Pawn Tracker (hereafter referred to as " The Software").
1. Acceptance of Terms Downloading and installing this software constitutes Licensee acceptance to the Agreement. The terms of this Agreement may be revised at any time. Revisions will take effect 30 days after initial posting of change. Licensee's continued use of The Software after the effective date indicates acceptance of new terms. If Licensee does not concur with revisions, Licensee may terminate his/her enrollment in accordance to section 13.1 (Termination of Account).
2. Eligibility/ Registration 2.1 Eligibility: The use of this software is limited to parties that meet certain guidelines. Persons must be lawfully able to enter into and form contracts under their own will and applicable law. Licensor is unable to provide services to minors or parties in which services have been revoked or otherwise suspended.
2.2 Registration: Licensee must complete the online registration form with the most accurate information pertaining to Licensee, partnership, corporation or affiliation that he/she represents. By completing registration, Licensee attest that he/she complies with the stated Eligibility terms listed in section 2.1 of this agreement. Licensee also agrees that he/she is authorized to inscribe for and bind the legal entity that will be using this service.
2.3 Licensor reserves the right to deny, block or suspend access to Licensor software or services, to any person or entity at our sole discretion. Licensee agrees that Licensor is not liable to Licensee or any third party system for any termination of his/her access to Licensor's services.
3. Security/ User ID/ Password 3.1 The security of Licensee user names and passwords should be taken very seriously. It is to the Licensee's benefit that he/she minimize the sharing of account information and usage to those who have a "Need to Know". The account holder is responsible for all charges incurred as a result of an employee or other representative authorized to use account. If Licensee should suffer a breach of security it is vital that Licensee change Licensee password and contact Licensor immediately. Unauthorized charges incurred until security breach is identified and reported are the responsibility of the Licensee. This policy has been designed to protect Licensee as an account holder and to encourage close monitoring of Licensee account status and authorized users.
4. Fees 4.1 Overview: Licensor will charge Licensee fees in accordance with the Licensor Billing Policy listed in section 4.3. Unless stated otherwise, all fees are in U.S. Dollars. Licensee is responsible for all fees associated with use of our product and service and applicable taxes.
4.2 Credit Cards and electronic payment services: Licensee may be required to place a credit card (i.e. Mastercard, Visa, American Express or others as may be accepted by Licensor) or electronic payment service account information (i.e. PayPal account or others as may be accepted by Licensor) on file with Licensor to which fees incurred for licensing or with the use of services will be billed. Upon closure of Licensee account for any reason, Licensee credit card information and electronic payment service account information will be disabled as soon as the account balance is paid.
4.3 Billing: Licensee agrees to provide Licensor with valid credit card information or electronic payment service account information to which charges incurred will be billed. Licensor reserves the right to charge Licensee for any unpaid balance due if Licensee closes his/her account. If Licensor is unable to charge Licensee's account for any reason, Licensor reserves the right to cancel Licensee account without explanation.
4.3.1 Several software versions with various capabilities may be offered by Licensor. Licensing fees may vary according to the version selected by Licensee ranging from a limited free trial demo version to a premium deluxe version. Various levels of ongoing monthly service may also be available ranging from free limited basic service to premium paid services. These licensing and service fees are described on Licensor's pricing web page which is hereby incorporated into this Agreement by reference. Licensee agrees to pay fees associated with their selected version and level of service. This fee will be billed to Licensee's credit card or electronic debit account.
4.4 Refunds/ Credits: Refunds can only be issued by contacting Licensor directly and are issued in form of service credit only. If Licensee service is terminated, any remaining account credit will be reimbursed to Licensee on file credit card.
4.5 Fee Changes: Licensor reserves the right to institute or reform fees and fee policies for service(s) performed, fourteen (14) days following notice in form of an update posted online.
4.6 Third Party Charges/ Other Website Fees: Licensee is responsible for charges incurred while using a third party Website or service. For example: membership fees, upload fees, file hosting costs, special search features, per transaction upload fess, listing fees. These charges must be paid to the third parties; fees from such sources are not combined in billing for Licensor services.
4.7 Cancellation for Non-Payment: Licensor values Licensee as a customer and hopes that Licensee will not allow Licensee account to become past due or delinquent. If Licensee account should become 30 days past due or we are unable to bill Licensee credit card for any reason (card expiration, lack of funds, dispute); we reserve the right to cancel Licensee account without notice. It is at the discretion of Licensor to place a "suspension" on Licensee services rather than cancellation. Licensee agrees that Licensee will be held liable for any expenses resulting from the use of an outside collection agency or settlement.
5. Account Termination 5.1 "At will Termination Policy": This policy states that either party may terminate services at any time and without cause. Licensee must notify Licensor prior to next billing cycle (30-day notice) to avoid charges associated with next billing period. All charges incurred through effective cancellation date are sole responsibility of the account holder.
6. General 6.1 Third Party Agreements: Licensor is not responsible for contracts made between Licensee and third party sites or private representatives. Licensor will not be held liable for content provided by third parties. Licensor does not warrant that the information provided to Licensee by third parties are factual or that it will meet his/her needs.
7. Limitations of Liability 7.1 Limitations: Neither Licensor nor our suppliers will be liable for lost profits, or any incidental, special or consequential damages to include negligence arising out of or in connection with these Terms, our site, our services and any incapability to use corresponding services.
7.2 In no event will Licensor's liability exceed the net amount paid by Licensee under this Agreement during the six months prior to the date the cause of action arose.
7.3 Licensee agrees to dismiss Licensor (and Licensor associates, officers, agents and Subsidiaries) from claims, damages (actual and consequential), demands and of any kind or sort, published or unpublished, disclosed or undisclosed, suspected or unsuspected arising out of, or in any way connected with The Software.
7.4 Notice- Some states do not allow this limitation of liability and therefore the above material does not apply to Licensee. Please check with Licensee's state laws to verify compliance.
8. Authorized Usage 8.1 Conduct: Acknowledgment of this agreement signifies that Licensee will not violate any laws or statutes, or use the software in a way prohibited by the terms of this Agreement.
8.2 Intentional Use: Licensee agrees that he/she will use this software and Licensor services strictly for their intended uses. This meaning that Licensee agrees not to use software or services to participate in unsought activity such as "spamming", unsolicited advertising, or other illegal practices.
8.3 Interference: Licensee attests to the fact that he/she has no intentions of interfering or attempting to agitate the process of Licensor's service, site, network or transactions involving such components.
8.4 Code of Conduct: Acceptance of this agreement holds Licensee to a respectable level of conduct. Licensee agrees that he/she will refrain from the use of profanity, obscene gestures, comments, feedback, Licensee will not promote pornography, explicit material. The sale of adult material must be in good taste and must comply with laws and statutes as stated in section 8.1.
8.5 Content: Licensee is responsible for the content in Licensee listings as well as authorized users. Violators of this agreement will be subject to removal from services leading upto legal action.
9. Copyright/ Infringement/Disclaimer 9.1 Copyright: Conformity to this agreement indicates Licensee commitment to maintain the authors' integrity of the material contained in The Software, and services. Licensee must comply with the "End User's Agreement Contract" prior to usage of this software or our services. Licensee may not copy, reproduce, alter, or any way compromises the virtue of protected software. Intellectual property of software belongs to Licensor and their contributing clients.
9.2 Export: Licensee agree to comply with export control laws of the United States, Licensee agree not to export this software or its contents to any location outside the United States that is contingent to US export restrictions. Licensee agrees to pay fines, charges associated with such action should he/she choose to violate such restrictions.
9.3 Good Faith Policy: Licensor Software believes that copyright laws are very important to the preservation of materials. We are hoping that our users will take on the same "Good Faith Policy" when using our services and software. Violations of such laws may, at the discretion of Licensor result in termination of services, depending on severity and intent.
10. Image Hosting 10.1 Images indemnity: Licensee is strictly responsible for the images in which he/she chooses to include in his/her transaction listings. Licensor will not be held liable for inappropriate image(s) or litigation that arise due to the nature of such image(s).
10.2 Image Preservation: Licensor will house Licensee images on our FTP server for a strictly limited time. It is also at the discretion of Licensor to delete images without notice as deemed appropriate by Licensor Software managers. Licensor reserves the right to discontinue Image Hosting Services without notice at any time.
10.3 Use of own FTP Server: If Licensee does not use Licensor's Image Hosting Services, but instead have available to Licensee an FTP server of his/her own, which Licensee uses exclusively instead of Licensor's Image Hosting, the previous guideline of section 10.2 will be voided. However, Licensee is still subject to image indemnity policy and applicable laws.
11.2 Third Party Privacy Policies: Licensor is not responsible for the Privacy Policies of any Third Party Websites or Marketplaces with which the Licensee chooses to do business. We also caution that Licensee limit the amount of personal information Licensee used in his/her transaction listings to prevent unauthorized gain of data from outside companies.
12. Support 12.1 Online support: Access Licensor's website 7 days per week, 24 hours per day at http://www.PawnTracker.com, email Support@PawnTracker.com. General information regarding The Software can be found by visiting our website at http:// www.PawnTracker.com. For users with internet access, this provides immediate download access to the latest version of the software, tips, techniques, FAQ sheet and other helpful information.
12.2 User's Manual: We have provided Licensee with a complete user's manual for reference enclosed in The Software package. Inquires should be directed via email after consulting Licensee User's Manual, FAQ sheet.
13. Warranties 13.1 "As is" Policy: EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, LICENSOR DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND STATEMENTS, EXPRESSED OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, INCLUDING WITHOUT LIMITATION, ANY DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS, LOSS OF USE OF PRODUCTS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF ITS CUSTOMERS.
14. License 14.1 Licensor license to customer: In acceptance of this agreement, Licensor extends the rights to use The Software to the Licensee in the manner it was designed. The use of The Software will be personal, non-transferable and restricted. Licensee agrees to the terms of the Agreement for usage of The Software and will not violate policy terms.
14.2 Customer license to Licensor: Licensee bestow Licensor and our affiliates non-exclusive, worldwide, royalty-free, sublicensable right to exercise the copyright and privacy act rules for the sole purpose of executing services stated in this Agreement.
14.3 Supplier reserves the rights to discontinue developing, producing, licensing or distributing any of the products and to modify, replace, or add to The Software in its discretion at any time.
15. Limited Agency 15.1 Independent Functions: Both Licensee and Licensor shall remain and operate as separate and independent consultants. Nothing herein shall be deemed to constitute the parties involved as partners.
16. User Agreement Violations 16.1 Violation of any of the terms in this Agreement by the Licensee or Licensor shall be grounds for immediate termination of service. Licensee agrees to maintain the terms of this Agreement and report any unauthorized use of The Software immediately to Licensor.