ParaChat LiveHelp License Agreement
This is a legal agreement between you (either an individual or an entity, hereinafter known as "Licensee"), and M Square Inc. (hereinafter known as "Licensor") to use ParaChat LiveHelp (hereinafter known as "Software"). BY INSTALLING THIS SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement, do not install the software.
This Agreement applies in the absence of a signed license agreement between Licensee and Licensor; any such signed license agreement shall supersede this Agreement.
LIMITATIONS OF USE
You may not rent, lease, lend, sublicense, time-share, distribute, sell or assign the license to use this software. NOR MAY YOU USE THIS SOFTWARE ON MORE COMPUTERS OR TERMINALS THAN YOUR LICENSE PERMITS. You may make backup copies of the software strictly for your own archival purposes. Except as explicitly permitted pursuant to this Agreement, YOU MAY NOT OTHERWISE DISTRIBUTE, COPY, REPRODUCE, SUBLICENSE, SELL OR OTHERWISE DISTRIBUTE THE LICENSED SOFTWARE. IN NO EVENT MAY YOU OR ANY OTHER PARTY MODIFY, ADAPT, TRANSLATE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR CREATE DERIVATIVE WORKS BASED ON THIS SOFTWARE.
DISCLAIMER OF WARRANTY
LICENSOR EXERCISES NO CONTROL WHATSOEVER OVER THE CONTENT OF THE INFORMATION PASSING THROUGH THE SOFTWARE, SERVICES, COMPUTERS OR NETWORK. YOU ACKNOWLEDGE THAT THE SOFTWARE IS EXPERIMENTAL IN NATURE AND THAT THE SOFTWARE IS PROVIDED "AS IS" AND MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN ANY ENVIRONMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE SOFTWARE OR ANY CONTENT OR INFORMATION ACCESSIBLE BY OR USED WITH THE SOFTWARE. LICENSOR DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SHOULD THE SOFTWARE PROVE DEFECIVE, NEITHER LICENSOR NOR ITS SUPPLIERS ASSUME THE COST OF ANY SERVICE OR REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
EXCLUSION OF CONSEQUENTIAL, INCIDENTAL AND SPECIAL DAMAGES
To the extent permissible by law, NEITHER LICENSOR NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, including lost profits, lost savings or other incidental or consequential damages arising out of the use of or inability to use the licensed Software, even if Licensor and its suppliers have been advised of the possibility of such damages.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, 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 OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
TERMINATION OF LIABILITY.
The license will terminate automatically if you fail to comply with the limitations described herein. Licensor may terminate this Agreement at any time for any reason or for no reason upon notice thereof, which may be provided to you by posting on the Service, via e-mail or any other reasonable meansOn termination, you must destroy all copies of the Software and documentation.
LIMITATION ON TRANSFER OF INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE
This software is owned by Licensor and its suppliers, and its structure, organization and code are the valuable trade secrets of Licensor and its suppliers. The Software is also protected by the United States Copyright law and International Treaty provisions. You may not copy the software, except as provided in this Agreement. Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the software. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the software. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owner's name. Such use of any trademark does not give you any rights of ownership in the trademark. Except as stated above, this Agreement does not grant you any intellectual property rights in the software.
U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS
Use, duplication or disclosure by the government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or at 252.211-7015, or to Licensor's standard commercial license, as applicable, and in similar clauses in the NASA FAR Supplement. You acknowledge that none of the Application may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Serbia (except Kosovo), Sudan, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List, or (3) engaged in any proliferation-based or terrorist- supporting activities. By using the Application you are agreeing to the foregoing and are representing and warranting that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
DATE OF AGREEMENT
The "Date" of this Agreement, as used herein and in all previous and subsequent sections, shall be the day that Licensor receives the licensed software.
APPLICABLE LAW AND FORUM
This Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law rules. Each party to this Agreement hereby submits to the exclusive jurisdiction of the state and federal courts in California, and waives any jurisdictional, venue or inconvenient forum objections to such courts. In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys' fees. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
BILLING TERMS AND CONDITIONS
ParaChat LiveHelp is being licensed to you for a monthly or annual fee as indicated on the ParaChat.com web site, to which the parties have confirmed and agreed upon through submission of an order. Non-profit or educational discounts, annual and multiple room discounts may apply for qualified sites. All rates are in U.S. Dollars and payable in U.S. Dollars. Payment of license fees is due upon submission of an order. If you remit payment by check, and your check is returned to us unpaid, you are immediately in default and subject to a returned check charge of $25 (or the maximum amount applicable my law, whichever is less). Checks, Cashier's Checks, and Money Orders used as payment for ParaChat LiveHelp must be drawn from United States or Canadian financial institution accounts only. Accounts unpaid 4 days after date of invoice will have their service interrupted. Such interruption does not relieve the licensee's obligation to pay the monthly charge. Licensor may, at its discretion, resume service on payment of all past due fees, and a reconnection fee equivalent to the set-up fee may apply. Processing of your order begins when your payment or promise of payment is received. Billing for your service will normally commence when the service is made available for your use, regardless of when you actually begin to use the service. Service is invoiced monthly in advance for monthly licenses. When remitting the license fee by credit card on a monthly basis, the license fee will be automatically processed on a recurring monthly basis to the credit card placed on file until which time service is cancelled, and confirmed cancelled, in writing. Annual licenses will renew automatically, and the appertaining annual license fees will be processed using account information that is on file on the renewal date. Accounts who have licensed ParaChat LiveHelp annually, and have unpaid balances 4 days after the date of an annual license fee invoice will have their service terminated. Licensor will use reasonable means to contact annual licensees to renew their service prior to terminating service.
CANCELLATION POLICY AND MONEY-BACK GUARANTEE
A ParaChat LiveHelp license may be cancelled at any time. A full no-questions-asked license fee refund is available upon written request if service is cancelled within 30 days from the original order date, and the written refund request is received with 30 days from the original order date. Set-up fees are non-refundable. A pro-rated, partial refund of an Annual license fee payment is available if an Annual license is cancelled before the end of the annual license term, and is based upon the Monthly (30 day) license fee rate. No partial license fee refund is available if a ParaChat LiveHelp license is canceled mid-period when licensing on a Monthly (30 day) basis for periods subsequent to 30 days from the original order date, and a complete 30 days of service will be provided in advance of service termination. Cancellation requests must be made by logging into your ParaChat billing account to create and submit a Cancellation Ticket in order to be valid and accepted. Service cancellation requests made by email, telephone, fax, mail, or method other than the successful submission of a Cancellation Ticket are considered void and invalid. Cancellation Tickets must be submitted at least 3 business days before the end of your license renewal date in order to avoid a subsequent license fee from being processed. Your ParaChat billing account can be accessed by visiting https://secure.parachat.com/bill.
Upon successful submission of your Cancellation Ticket, you will receive a cancellation request number for tracking your request. The effective date of the cancellation request shall be the date and time when Licensor receives the Cancellation Ticket, plus 3 business days. A cancellation request will be confirmed in writing via email, and the cancellation process is not complete until the cancellation confirmation is issued, and the Cancellation Ticket is closed. If you have licensed ParaChat on a monthly basis, your service will be terminated at the end of the current license period through which your license fee has already been paid. No license fee refund will be issued for any reason once a monthly license fee has been processed for a subsequent month of service.