END-USER LICENSE AGREEMENT FOR ASCENTIVE SOFTWARE

IMPORTANT-READ CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE: THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (AN INDIVIDUAL, HEREAFTER REFERRED TO AS "YOU" OR "LICENSEE") AND ASCENTIVE LLC ("ASCENTIVE" OR "LICENSOR") FOR THE SOFTWARE IDENTIFIED ABOVE, WHICH INCLUDES COMPUTER PROGRAMMING CODE AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION ("SOFTWARE"). BY CLICKING ON THE "PROCESS SECURE ORDER," "CONTINUE" OR "YES" BUTTON, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE "ACCEPT" BUTTON AND DO NOT PURCHASE OR USE THE SERVICES. YOU AGREE THAT YOUR USE OF THE SERVICES ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS.

All Ascentive software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The software is licensed.

MODIFICATION OF THESE TERMS OF USE: Ascentive reserves the right to change the terms, conditions, and notices under which Ascentive services are offered. You are responsible for regularly reviewing these terms and conditions and additional terms posted on particular websites. Your continued use of Ascentive software constitutes your agreement to all such terms, conditions, and notices.

1. LICENSE: Any fraudulent use of the software licensed under this EULA is a violation of this license and would constitute a breach of contract as well as copyright infringement. Ascentive grants you a non-exclusive, non-transferable license to do the following: (i) reproduce and use the software on a single computer solely for your use; (ii) copy the software for back-up or archival purposes in accordance with your standard back-up or archival procedures.

2. LIMITATION OF LIABILITY: Under no circumstances and under no legal theory, whether tort, contract, or otherwise, shall licensor or its suppliers or resellers be liable to you or any other person for any indirect, 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. In no event will licensor be liable for any damages in excess of the amount licensor received from you for a license to the software, even if licensor shall have been informed of the possibility of such damages, or for any claim by any third party. This limitation of liability shall not apply to liability for death or personal injury resulting from licensor's negligence to the extent applicable law prohibits such limitation. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not apply to you.

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS: You may not do the following: (i) reverse engineer, decompile, translate, disassemble, or otherwise attempt to derive source code from the software, or authorize any third party to do any of the foregoing (ii) modify, or create derivative works based upon the software, in whole or in part; (iii) distribute copies of the software; (iv) remove any proprietary notices or labels on the software; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the software. The software is licensed as a single product. Its component parts may not be separated for use on more than one computer. Ascentive reserves any rights in the software not expressly granted to you in this EULA.

4. TERMINATION: Without prejudice to any other rights, Ascentive may terminate this EULA if you fail to comply with any of its terms and conditions. Upon notification of such termination, you must destroy all copies of the software and all of its component parts.

5. INTELLECTUAL PROPERTY RIGHTS: All interest in any copyrights, patents, trade secrets, trademarks, and any other intellectual property rights in and to the software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the software), the accompanying materials (if any), and any copies of the software, are owned by Ascentive or its suppliers. Therefore, you must treat the software like any other material protected by intellectual property laws.

6. U.S. GOVERNMENT END USERS: The software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users acquire the software with only those rights set forth herein. Manufacturer is Ascentive LLC.

7. PAID SOFTWARE

i. The term "paid software" refers to any software that incurs a one-time charge from Ascentive and does not rebill at any time.

ii. All charges and fees will be billed to your credit card and your refund period begins at the time of purchase, regardless if software is downloaded, installed, logged into, used or not.

iii. Refunds for paid software must be processed with a completed and signed refund form and signed certificate of destruction. Refund forms must be received by Ascentive LLC prior to the end of the accepted trial offer or by the end of the accepted refund period. These forms must be sent via postal mail, delivery service, or facsimile. Ascentive accepts no responsibility for late or unreceived refund forms, printer or fax failure, download failure due to (and not limited to) disconnection from the internet, power failure, heavy internet traffic, instructions not received due to incorrect email address on order form, computer failure, or hardware error. It is the responsibility of the customer to ensure that these forms are received by Ascentive during the refund/trial period. Purchaser may request a refund at any time by visiting the Ascentive support web site at www.ascentive.com/support and sending an email through the support web site requesting in the subject line "Refund Request" and in the body of the email the reason for refund. Upon delivery of email, purchaser will receive from Ascentive, a refund form. Purchaser must accurately complete the refund form. Once refund is processed by Ascentive, it can take up to five (5) or six (6) days for refund to be credited back to purchaser's account. Should purchaser not follow refund instructions the refund will not processed.

iv. Missed refund period: Ascentive accepts no responsibility for late or unreceived refund forms or cancellation requests due to, but not limited to: printer or fax failure, download failure due to (and not limited to) disconnection from the internet, power failure, heavy internet traffic, instructions not received due to incorrect customer email address on order form, cancellation sent to wrong email address or company other than Ascentive LLC, computer failure, or hardware error. It is the responsibility of the customer to ensure that these forms are received by Ascentive during the refund/trial period.

8. SUBSCRIPTION SERVICE WITHOUT TRIAL

i. The term "paid subscription service without trial" refers to any software / subscription that was paid up front and will automatically renew / rebill at the end of the agreed subscription period unless cancelled by you or Ascentive LLC.

ii. All charges and fees will be billed to your credit card and your refund period begins at the time of purchase, regardless if software is downloaded, installed, logged into, used or not.

iii. Subscription term of service: Your service begins when order is submitted, not from time of download. Service is a "per day" basis. Day ends at 11:59:59 pm U.S. Pacific time and begins next billing day at 12:00:00 am U.S. Pacific time.

iv. Refunds for paid subscription service without trial must be processed with a completed and signed refund form and signed certificate of destruction. Refund forms must be received by Ascentive LLC prior to the end of the accepted trial offer or by the end of the accepted refund period. These forms must be sent via mail, delivery service, or facsimile. Ascentive accepts no responsibility for late or unreceived refund forms, printer or fax failure, download failure due to (and not limited to) disconnection from the internet, power failure, heavy internet traffic, instructions not received due to incorrect email address on order form, computer failure, or hardware error. It is the responsibility of the customer to ensure that these forms are received by Ascentive during the refund/trial period.

v. Automatic renewal: Subscription fees for regular memberships are automatically renewed at the end of the original term selected, for a like period of time, unless the cancellation procedure is successfully completed as described in section 8, paragraph viii. by the subscriber to Ascentive LLC or the site three (3) business days prior to the end of the term. Subscription fees for trial or special introductory offers automatically renew to the subscription rate at the end of the original term selected, unless the cancellation procedure is successfully completed as described in section 8, paragraph viii. by the subscriber to Ascentive LLC or the site three (3) business days prior to the end of the term. Unless and until this agreement is cancelled in accordance with the terms hereof, subscriber hereby authorizes Ascentive LLC to charge subscriber's credit card (or other approved facility) to pay for the ongoing cost of membership.

vi. Non-assignability/theft of login: Your membership, user name and password (login) may not be assigned or transferred to any other person or entity. Subscriber must promptly inform Ascentive LLC or the site of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a user name or password. Until Ascentive LLC or the site is notified, by e-mail, or by telephone of any breach in security, the subscriber will remain liable for any unauthorized use of the service.

vii. You may cancel the Ascentive subscription services at any time. You will not receive any refund or partial refund for any charges already billed to your account, unless within specified refund period. In the event you signed up for a minimum commitment period, you will be responsible for all charges for the entire minimum commitment period. You may cancel the services by sending an email at least three (3) business days prior to the renewal date. Further, you may contact Ascentive LLC by fax if available.

viii. Termination/cancellation of subscription software: Subscription to the service may be terminated at any time, and without cause, by Ascentive LLC, the site or the subscriber upon notification of the other by electronic or conventional mail, or by telephone or fax. When a member requests termination, subscription fees incurred up until cancellation (if any) are not refunded. Subscribers are liable for charges incurred by them until termination of service regardless if software is downloaded, installed, logged into or used.Subscriber may cancel their subscription(s) at any time by visiting the Ascentive support web site at www.ascentive.com/support and sending an email through the support web site requesting in the subject line "membership cancellation request" and in the body of the email the reason for cancellation. Upon delivery of email, subscriber will receive from Ascentive a cancellation form. Subscriber must accurately complete the cancellation form. Once a subscriber's cancellation form is completed a confirmation number is assigned. Once cancellation is processed by Ascentive, the subscriber will receive via email a subscription cancellation confirmation. Should subscriber not follow cancellation instructions the account will remain active and subscriber is responsible for all charges incurred up to the time the account is deactivated.

ix. Missed cancellation period: Ascentive accepts no responsibility for late or unreceived trial cancellations, printer or fax failure, download failure due to (and not limited to) disconnection from the internet, power failure, heavy internet traffic, instructions not received due to incorrect customer email address on order form, cancellation sent to wrong email address or company other than Ascentive LLC, computer failure, or hardware error. It is the responsibility of the customer to ensure that these forms correctly filled out are received by Ascentive during the refund/trial period.

x. Account information: You must provide current, complete and accurate information for your billing account in order to receive the products ordered. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify Ascentive LLC if your payment method is canceled (for example, for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made via email at http://www.ascentive.com/new/support. If you fail to provide Ascentive LLC any of the foregoing information, you agree that Ascentive LLC may continue charging you for any product provided under your billing account, unless you have terminated your subscription for such product (confirmed in writing upon request).

xi. Due Date / Collection Costs: The amount due to Ascentive LLC for your subscription must be paid in full by your Payment Method Provider on the date such payment is requested by Ascentive, not later than 30 days after the billing date; you are not entitled to carry forward a balance. Ascentive LLC reserves the right to refer your Billing Account to a third party for collection in the event of default. You agree to pay all costs incurred in the enforcement of this Subscription Agreement and in collection of any delinquent amounts due, including reasonable attorneys' fees and costs. Should there be an outstanding balance, service will be suspended until account is paid in full with no refund for lost time. Once balance is paid in full, you will regain access to your service.


9. TRIAL SUBSCRIPTION SERVICE

i. Trial subscription service refers to any software / subscription that was not paid for up front, will bill at the end of the agreed trial period (unless cancelled before the end of the trial period) and will automatically renew / rebill at the end of the agreed subscription period regardless if software is downloaded, installed, logged into, used or not.

ii. All charges and fees will be billed to your credit card at the end of your trial period. Your trial period begins at the time you submit your order regardless if you have used the software or not.

iii. Trial period and subscription term of service: Your service begins when order is submitted. Service is a "per day" basis. Day ends at 11:59:59 pm U.S. Pacific time and begins next billing day at 12:00:00 am U.S. Pacific time.

iv. Subscription fees: The subscriber is responsible for paying periodic subscription fees according to the "then-current terms" of Ascentive LLC. Subscription fees are non-refundable once your agreed trial period has ended and your credit card has been charged. If the user can't access the server due to technical problems not related to Ascentive LLC, the subscription fee will not be refunded.

v. Automatic renewal: Subscription fees for regular memberships are automatically renewed at the end of the original term selected, for a like period of time, unless the cancellation procedure is successfully completed as described in section 9, paragraph viii. by the subscriber to Ascentive LLC or the site three (3) business days prior to the end of the term. Subscription fees for trial or special introductory offers automatically renew to the subscription rate at the end of the original term selected, unless the cancellation procedure is successfully completed as described in section 9, paragraph viii. by the subscriber to Ascentive LLC or the site three (3) business days prior to the end of the term. Unless and until this agreement is cancelled in accordance with the terms hereof, subscriber hereby authorizes Ascentive LLC to charge subscriber's credit card (or other approved facility) to pay for the ongoing cost of membership.

vi. Your membership, user name and password (login) may not be assigned or transferred to any other person or entity. Subscriber must promptly inform Ascentive LLC or the site of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a user name or password. Until Ascentive LLC or the site is notified, by e-mail, or by telephone of any breach in security, the subscriber will remain liable for any unauthorized use of the service.

vii. You may cancel the Ascentive subscription services at any time. You will not receive any refund or partial refund for any charges already billed to your account, unless within specified refund period. In the event you signed up for a minimum commitment period, you will be responsible for all charges for the entire minimum commitment period. You may cancel the services by sending an email at least three (3) business days prior to the renewal date. Further, you may contact Ascentive LLC by fax if available.

viii. Termination/cancellation of trial software: Subscription to the service may be terminated at any time, and without cause, by Ascentive LLC, the site or the subscriber upon notification of the other by electronic or conventional mail, or by telephone or fax. When a member requests termination, subscription fees incurred up until cancellation (if any) are not refunded. Subscribers are liable for charges incurred by them until termination of service regardless if software is downloaded, installed, logged into or used. Subscriber may cancel their subscription(s) at any time by visiting the Ascentive support web site at www.Ascentive.com/support and sending an email through the support web site requesting in the subject line "membership cancellation request" and in the body of the email the reason for cancellation. Upon delivery of email, subscriber will receive from Ascentive a cancellation form. Subscriber must accurately complete the cancellation form. Once a subscriber's cancellation form is completed a confirmation number is assigned. Once cancellation is processed by Ascentive, the subscriber will receive via email a subscription cancellation confirmation. Should subscriber not follow cancellation instructions the account will remain active and subscriber is responsible for all charges incurred up to the time the account is deactivated.

ix. Missed cancellation period: Ascentive accepts no responsibility for late or unreceived trial cancellations, printer or fax failure, download failure due to (and not limited to) disconnection from the internet, power failure, heavy internet traffic, instructions not received due to incorrect customer email address on order form, cancellation sent to wrong email address or company other than Ascentive LLC, computer failure, or hardware error. It is the responsibility of the customer to ensure that these forms are received by Ascentive during the refund/trial period.

x. Account information: You must provide current, complete and accurate information for your billing account in order to receive the products ordered. You must promptly update all information to keep your billing account current, complete and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify Ascentive LLC if your payment method is canceled (for example, for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made via email at http://www.ascentive.com/new/support. If you fail to provide Ascentive LLC any of the foregoing information, you agree that Ascentive LLC may continue charging you for any product provided under your billing account, unless you have terminated your subscription for such product (confirmed in writing upon request).

xi. Due Date / Collection Costs: The amount due to Ascentive LLC for your subscription must be paid in full by your Payment Method Provider on the date such payment is requested by Ascentive, not later than 30 days after the billing date; you are not entitled to carry forward a balance. Ascentive LLC reserves the right to refer your Billing Account to a third party for collection in the event of default. You agree to pay all costs incurred in the enforcement of this Subscription Agreement and in collection of any delinquent amounts due, including reasonable attorneys' fees and costs. Should there be an outstanding balance, service will be suspended until account is paid in full with no refund for lost time. Lost time is counted towards subscription period. Once balance is paid in full you will regain access to your service.

xii. Receipt: When your order is approved, you will be emailed a receipt to the email address on your order form. Your receipt contains all information regarding your account. Your receipt will serve as your reminder as to when your free trial ends and you will be charged for your service. You will not be notified via email, or any other means, prior to your trial period ending. It is recommended that you print your receipt for your records. You may request a copy of your receipt at any time by contacting the sales department via our web site http://www.ascentive.com.

xiii. Software errors and/or problems: If you are having any problems and/or errors with your software, you must contact Ascentive LLC immediately. You may contact us at any time via our web site at: http://www.ascentive.com. Any customer that does not contact us during their free trial period (for subscription software where free trial is offered) or refund period (for paid software or subscriptions with no free trial) waives any and all rights to return software after said period ends. For subscriptions with free trials, you are not entitled to a refund after trial period ends.

10. FRAUD & CHARGEBACK RIGHTS:
You hereby agree that all fraud and misuse of your card will be promptly reported to Ascentive LLC. You also agree that any disputes with billing, delivery, or service quality will be addressed and investigated through Ascentive LLC. Any charges disputed with your issuing bank or financial institution without first contacting Ascentive LLC for resolution may be construed as an attempt to defraud Ascentive LLC. Liquidated damages up to $500 may be assessed by Ascentive LLC, in its discretion, against any individual who fraudulently obtains a membership or whose transaction later results in a chargeback to the account. Member agrees that the liquidated damage amount above is reasonable, does not constitute a penalty, and is being established due to the difficulties and inconvenience associated with attempting to establish the exact amount of loss which may be sustained by Ascentive LLC due to excessive chargebacks to the account. Said individual shall indemnify and hold Ascentive LLC harmless from any and all claims, fines or other damages imposed by any credit card company or other entity due to excessive chargebacks which are the cumulative result of said individuals fraudulent actions. The Ascentive Fraud department will review all chargebacks.

Claiming a charge as fraudulent to avoid payment for your software or subscription is illegal and any and all violators will be prosecuted to the fullest extent of the law. Your credit card company and the authorities will be notified. Any chargebacks submitted as fraudulent, Ascentive LLC will require a copy of a filed police report and a signed affidavit from your credit card company stating that the charge was fraudulent and that your credit card and/or credit card numbers were stolen or otherwise falsely obtained and used.

i. Non-Fraudulent Chargebacks: Chargebacks issued for reasons Ascentive LLC deems as non-fraudulent and that Ascentive LLC feels you were provided with proper services and/or support will be disputed through your credit card company. It is your responsibility to notify Ascentive LLC of any problems you are having with your software or service immediately. In the event that your credit card company declines chargeback reversal, Ascentive LLC reserves the right to refer your account to a third party for collection in the event of default. You agree to pay all costs incurred in the enforcement of this Subscription Agreement and in collection of any delinquent amounts due, including bank fees, reasonable attorneys' fees and any other costs.

ii. Fraudulent Chargebacks: Any chargebacks that result from fraudulent activity will be investigated. Ascentive LLC uses Credit Card Verification (CVV2) and Address Verification (AVS) to validate your credit card. Customer IP address and network host are recorded when order is placed and when you log into any subscription based service. This information will be used to trace the order to the person(s) that ordered the software and/or services. All information on fraudulent accounts will be turned over to the authorities to assist in locating and prosecuting any and all guilty parties.

11. BILLING DESCRIPTION: All charges will appear as "Ascentivecom software" or "AscentiveLLC" on your credit card statement.

12. ELECTRONIC RECEIPT: Subscribers / customers will be given, via email, electronic receipts that support charges for use of the software. It is the subscriber / customer's responsibility to retain a copy of the receipt. Ascentive LLC accepts no responsibility for receipts not received due, and not limited to, incorrect email address provided, rejection from server or ISP for any reason.

BY CLICKING ON THE "PROCESS SECURE ORDER," "CONTINUE" OR "YES" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, SUPERCEDING ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS LICENSE. YOU ALSO STATE THAT YOU ARE THE OWNER OF CREDIT CARD USED FOR PURCHASE. ANY ATTEMPTS TO USE CREDIT CARDS FOR FRAUDULENT PURPOSES TO ASCENTIVE WILL BE PUNISHABLE BY ALL LAWS AND PENALTIES. ASCENTIVE WILL PROSECUTE ANY FRAUDULENT ACTIVITY TO THE FULLEST EXTENT OF THE LAW.

 

 

 

 

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