Universal Terms of Service Agreement
Last Revised: January 26, 2011
PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This Universal Terms of Service Agreement (this "Agreement") is entered into by and between Securitales LLC., a Delaware corporation ("Securitales") and you, and is made effective as of the date of signing up to or trying the Securitales services or products. This Agreement sets forth the general terms and conditions of your use of Securitales products and services (individually and collectively, the "Services") purchased or accessed through Securitales or Securitales Resellers or the Securitales websites (this "Site").
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement.
The terms "we", "us" or "our" shall refer to Securitales. The terms "you", "your", "User" or "customer" shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Securitales, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. You acknowledge and agree that (i) Securitales may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the "Last Revised" date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, Securitales may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account ("Account") information, including your email address, current. Securitales assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
2. ELIGIBILITY; AUTHORITY
This Site and the Services found at this Site are available only to Users who can form legally binding contracts under applicable law. By using this Site or the Services found at this Site, you represent and warrant that you are (i) at least eighteen (18) years of age and/or (ii) otherwise recognized as being able to form legally binding contracts under applicable law.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Securitales finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Securitales shall not be liable for any loss or damage resulting from Securitales reliance on any instruction, notice, document or communication reasonably believed by Securitales to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Securitales reserves the right (but undertakes no duty) to require additional authentication from you.
3. ACCOUNTS; TRANSFER OF DATA ABROAD
Accounts. In order to access some of the features of this Site or use some of the Services found at this Site, you will have to create an Account. You represent and warrant to Securitales that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If Securitales has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Securitales reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password and Payment Method(s) (as defined below). For security purposes, Securitales recommends that you change your password at least once every six (6) months for each Account you have with Securitales. You must notify Securitales immediately of any breach of security or unauthorized use of your Account. Securitales will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Securitales or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
Transfer of Data Abroad. If you are visiting this Site from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your Account information) across international boundaries. By visiting this Site and communicating electronically with us, you consent to such transfers.
4. GENERAL RULES OF CONDUCT
You acknowledge and agree that:
Your use of this Site and the Services found at this Site, including any content you submit, will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
You will not impersonate another User or any other person or entity, or submit content on behalf of another User or any other person or entity, without their express prior written consent.
You will not use this Site or the Services found at this Site in a manner (as determined by Securitales in its sole and absolute discretion) that:
Is illegal, or promotes or encourages illegal activity;
Promotes, encourages or engages in defamatory, harassing, abusive or otherwise objectionable behavior;
Promotes, encourages or engages in child pornography or the exploitation of children;
Promotes, encourages or engages in hate speech, hate crime, terrorism, violence against people, animals, or property, or intolerance of or against any protected class;
Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
Infringes on the intellectual property rights of another User or any other person or entity;
Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
Interferes with the operation of this Site or the Services found at this Site;
Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware;
Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Securitales or Securitales Services.
You will not copy or distribute in any medium any part of this Site or the Services found at this Site, except where expressly authorized by Securitales.
You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
You will not access Securitales Content (as defined below) or User Content through any technology or means other than through this Site itself, or as Securitales may designate.
You will not use this Site or the Services found at this Site, including any of Securitales related technologies, for any commercial use without Securitales express prior written consent.
Securitales reserves the right to modify, change, or discontinue any aspect of this Site or the Services found at this Site, including without limitation prices and fees for the same, at any time.
5. MONITORING OF CONTENT; ACCOUNT TERMINATION POLICY
Securitales generally does not pre-screen User Content (whether posted to a website hosted by Securitales or connected through Securitales services). However, Securitales reserves the right (but undertakes no duty) to do so for quality assurance purposes or any other purpose and decide whether any item of User Content is appropriate and/or complies with this Agreement. Securitales may also terminate a User's access to this Site or the Services found at this Site if Securitales has reason to believe the User is a repeat offender.
6. NO SPAM; LIQUIDATED DAMAGES
You agree to to use Securitales services for sending spam and understand that Securitales may immediately terminate any Account which it believes, in its sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then you agree to pay Securitales liquidated damages in the amount of $1.00 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your Account.
7. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
You specifically acknowledge and agree that your use of this site and the services found at this site shall be at your own risk and that this site and the services found at this site are provided "as is", "as available" and "with all faults". Securitales, its officers, directors, employees, and agents disclaim all warranties, statutory, express or implied, including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Securitales, its officers, directors, employees, and agents make no representations or warranties about (i) the accuracy, completeness, or content of this site, (ii) the accuracy, completeness, or content of any sites reached through the Securitales services, and/or (iii) the services found at this site or any sites linked (through hyperlinks, banner advertising or otherwise) to this site, and Securitales assumes no liability or responsibility for the same.
Securitales may use various methods of security to encrypt the traffic going through the SEcuritales services. Securitales does not guarantee the encryption level of these method and you acknowledge and understand that these encryption methods may not work as expected and Securitales will not be responsible in cases where your privacy is breached.
in addition, you specifically acknowledge and agree that no oral or written information or advice provided by Securitales, its officers, directors, employees, or agents (including without limitation its call center or customer service representatives) will (i) constitute legal or financial advice or (ii) create a warranty of any kind with respect to this site or the services found at this site, and users should not rely on any such information or advice.
The foregoing disclaimer of representations and warranties shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this site or the services found at this site.
8. LIMITATION OF LIABILITY
In no event shall Securitales, its officers, directors, employees, or agents be liable to you or any other person or entity for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever, including any that may result from (i) The accuracy, completeness, or content of this site, (ii) The accuracy, completeness, or content of any sites reached through this site, (iii) The services found at this site or any sites you have reached through the Securitales services, (iv) Personal injury or property damage of any nature whatsoever, (v) Third-party conduct of any nature whatsoever, (vi) Any unauthorized access to or use of our servers and/or any and all content, personal information, financial information or other information and data stored therein, (vii) Any interruption or cessation of services to or from this site or any sites linked to this site, (viii) Any viruses, worms, bugs, trojan horses, or the like, which may be transmitted to or from this site or any sites linked (through hyperlinks, banner advertising or otherwise) to this site, (ix) Any user content or content that is defamatory, harassing, abusive, harmful to minors or any protected class, pornographic, "x-rated", obscene or otherwise objectionable, and/or (x) Any loss or damage of any kind incurred as a result of your use of this site or the services found at this site, whether based on warranty, contract, tort, or any other legal or equitable theory, and whether or not securitales is advised of the possibility of such damages.
In addition, you specifically acknowledge and agree that any cause of action arising out of or related to this site or the services found at this site must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action shall be permanently barred.
In addition, you specifically acknowledge and agree that in no event shall Securitales total aggregate liability exceed the total amount paid by you for the particular services that are the subject of the cause of action.
The foregoing limitation of liability shall apply to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this site or the services found at this site.
You agree to protect, defend, indemnify and hold harmless Securitales and its officers, directors, employees, and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys' fees) imposed upon or incurred by Securitales directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
10. FEES AND PAYMENTS
You agree to pay any and all prices and fees due for Services purchased at this Site at the time you order the Services. All payments are refundable within 30 days of day you first started using our services. Recurring payments are non-refundable. Payments for additional accounts that were opened after your first account was opened are refunded only within the first 30 days since you started using our service.
Securitales expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at this Site and effective immediately without need for further notice to you. If you have purchased Services for a period of months or years, changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described below.
Where refunds are issued, Securitales issuance of a refund receipt is confirmation that Securitales has submitted your refund to the Payment Method charged at the time of the original sale. You acknowledge and agree that the associated payment provider and/or individual issuing bank establish and regulate the time frames for posting your refund. Refund posting time frames may range from five (5) business days to a full billing cycle.
In cases where payment was made by third party payment processing companies such as Plimus, Paypal and others, refund will be processed according to the third party company policy. Some Securitales Services offer an automatic renewal option. While the details of the automatic renewal option vary from Service to Service, generally the Services that offer an automatic renewal option treat it as the default setting. Therefore, unless you ask us not to renew your service, Securitales will automatically renew your Services when they come up for renewal and will take payment from the Payment Method you have on file with Securitales at current rates.
In an effort to ensure that there is no interruption of Services, Securitales may participate in "recurring billing programs" or "account updater services" supported by your credit card provider (and ultimately dependent on your bank's participation). If you are enrolled in an automatic renewal option and we are unable to successfully charge your existing Payment Method, your credit card provider (or your bank) may notify us of updates to your credit card number and/or expiration date, or they may automatically charge your new credit card on our behalf without notification to us. In accordance with recurring billing program requirements, in the event that we are notified of an update to your credit card number and/or expiration date, Securitales will automatically update your payment profile on your behalf. Securitales makes no guarantees that we will request or receive updated credit card information. You acknowledge and agree that it is your sole responsibility to modify and maintain your Account settings, including but not limited to (i) setting your renewal options and (ii) ensuring your associated Payment Method(s) are current and valid. Further, you acknowledge and agree that your failure to do so, may result in the interruption or loss of Services, and Securitales shall not be liable to you or any third party regarding the same.
If for any reason Securitales is unable to charge your Payment Method for the full amount owed for the Services provided, or if Securitales is charged a penalty for any fee it previously charged to your Payment Method, you agree that Securitales may pursue all available lawful remedies in order to obtain payment. If you pay by credit card and if for any reason Securitales is unable to charge your credit card with the full amount owed for the Services provided, or if Securitales is charged back for any fee it previously charged to the credit card you provided, you agree that Securitales may pursue all available lawful remedies in order to obtain payment.
In addition, you acknowledge and agree that you may be charged Value Added Tax ("VAT"), Goods and Services Tax ("GST"), or other localized fees and/or taxes, based on your bank and/or the country indicated in your billing address section.
11. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
12. NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
13. U.S. EXPORT LAWS
This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control ("OFAC"), State Department, and other United States authorities (collectively, "U.S. Export Laws"). Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws. None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including "anti-boycott", "deemed export" and "deemed re-export" regulations). If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site or the Services found at this Site. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
14. COMPLIANCE WITH LOCAL LAWS
Securitales makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.
15. GOVERNING LAW; JURISDICTION; VENUE; WAIVER OF TRIAL BY JURY
This Agreement shall be governed by and construed in accordance with the federal law of the United States and the state law of Delaware, whichever is applicable, without regard to conflict of laws principles.
16. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
17. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
113 Barksdale Professional center
Newark, DE 19711-3258