Terms and Conditions of Service
Effective Date: _____October 23, 2013___________
SoftSource, a division of CSAM Marketing, Inc. (hereinafter “SoftSource,” “we” or “us”), provides the website http://www.neact.com.php56-27.phx1-2.websitetestlink.com, our computing applications and the data, information, tools, updates and similar materials delivered or provided by SoftSource (collectively, the “Service”), subject to your agreement to and compliance with the conditions set forth in this Terms and Conditions Agreement (the “Agreement”). This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By using the Service or otherwise entering into this Agreement, you are creating a binding contract with SoftSource.
As long as you are in compliance with the conditions of this Agreement and all incorporated documents, SoftSource grants you a limited, revocable, non-assignable, non-transferrable, non-sublicensable, non-exclusive right to receive the Service, and to access and use the tools materials thereon.
You may also grant a limited license to the individuals using your services, as facilitated by the Service (your “End-Users”) to receive the Services as provided by you for their personal, non-commercial use. You agree that, as between you and SoftSource, you are responsible for all of the conduct of your End-Users.
No rights not explicitly listed are granted.
The following additional terms are incorporated into this Agreement as if fully set forth herein:
2. Copyright Policy
3. Complaint Policy (including Privacy and Trademark)
You and your End-Users must be at least thirteen (13) years old to use the Service. By using the Service, you represent that you and your End-Users meet this minimum age requirement.
You further agree that SoftSource may present your End-Users with additional terms and conditions on their use of the Service, and may require the End-Users to accept those terms prior to using the Service. You agree that you shall not interfere with SoftSource’s right to do so, or its implementation of such additional terms.
Terms of Sale
The Service is provided as a subscription-based service, with a separate subscription period for each calendar quarter. The fees associated with your subscription are identified on your subscription form. Your subscription will be continue until cancelled. Invoices are sent out on a quarterly calendar schedule, with the invoice being issued on the first day of each calendar quarter. Invoices are due within ten (10) days of the date of issuance. SoftSource reserve the right to charge interest on any unpaid amounts, a 5% or the highest rate permitted by law, whichever is lower.
You may cancel your subscription on ninety (90) days notice, with the “Effective Date of Termination” being ninety (90) days after notice is given to SoftSource. Cancellation will take effect at the end of the quarter that is current as of the Effective Date of Termination. Please review our[FAQs] for more information regarding the terms of sale associated with the Services.
While we make reasonable efforts to ensure that the Service remains available at all times, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times. The Service is designed to operate in its specified environment; however, the Service may not function on all third-party platforms or with all third-party applications. Further, while we make efforts to ensure that the Service remains accessible, updates to third-party platforms or software applications may render certain parts of the Service inoperable.
You understand and agree that any failure of the Service to function with certain third-party platforms or software shall not be considered a breach of this agreement by SoftSource, and no refund or credit will be available.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice. However, we will not materially reduce the level of Service without your consent.
The Service may contain typographical errors or inaccuracies, including relating to price, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice, even if your order has already been accepted or processed.
Rules of Conduct
Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.
You agree that you will not violate any applicable law or regulation in connection with your use of the Service.
You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (“Content”) that:
- is unlawful or encourages another to engage in anything unlawful;
- contains a virus or any other similar programs or software which may damage the operation of SoftSource’s or another’s computer;
- violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or,
- is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusing, harassing, threatening or bullying.
You further agree that you will not do any of the following:
- modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;
- interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;
- transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;
- attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
- harvest or collect the email address or other contact information of other users of the Service;
- scrape or collect content from the Service via automated means;
- submit, post or make available false, incomplete or misleading information to the Service, or otherwise provide such information to SoftSource;
- register for more than one user account; or,
- impersonate any other person or business.
Neither you nor your End-Users are licensed to access any portion of the Service that is not public, and you may not attempt to override any security measures in place on the Service.
Notwithstanding the foregoing rules of conduct, SoftSource’s unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.
Content Submitted or Made Available to SoftSource
You and your End-Users are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content submitted by you or your End-Users. If, however, you or your End-Users choose to submit any Content through or on the Service, or otherwise make available any Content through the Service, you and your End-Users hereby grant SoftSource a perpetual, irrevocable, transferrable, sub-licensable, non-exclusive, worldwide, royalty-free license to reproduce, use, modify, display, perform, distribute, translate and create derivative works from any such Content, including without limitation distributing part or all of the Content in any media format through any media channels.
By submitting any Content or Submissions to SoftSource you and your End-Users hereby agree, warrant and represent that: (a) the Content and Submissions do not contain proprietary or confidential information, and the provision of the Content and Submissions is not a violation of any third-party’s rights; (b) all such Submissions and Content are accurate and true, (c) SoftSource is not under any confidentiality obligation relating to the Content or Submissions; (d) SoftSource shall be entitled to use or disclose the Content or Submissions in any way; and (e) neither you nor you End-Users are not entitled to compensation or attribution fromSoftSource in exchange for the Submissions or Content.
You acknowledge that SoftSource is under no obligation to maintain the Service, or any information, causes, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.
Content Shared Through the Service
You understand that by sharing information on the Service, by participating in the Service, and by requesting information to be sent through the Service, you and your End-Users may be revealing information. You understand and acknowledge that you are fully aware and responsible for the impact of sharing such materials and using the Service, and you agree that SoftSource shall not be held responsible, and SoftSource shall be released and held harmless by you from any liability or damages arising out of such conduct.
Our Intellectual Property
SoftSource’s graphics, logos, names, designs, page headers, button icons, scripts, and service names are trademarks, trade names and/or trade dress of SoftSource. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are the property of SoftSource or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.
You acknowledge that the software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain the sole and exclusive property of SoftSource and/or its licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.
Data Collection and Use
Enforcement and Termination
SoftSource may terminate this Agreement at any time, any reason or no reason at all, including for failure to timely pay invoices. If SoftSource terminates this Agreement without cause, it will issue you a refund for any pre-paid period during which you do not receive the Services.
Without terminating this Agreement, SoftSource reserves the right to deny all or some portion of the Service to any End-User, in SoftSource’ssole discretion, at any time.
Without limiting the foregoing or assuming additional legal obligations,SoftSource has a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
All grants of any rights from you to SoftSource related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations survive any termination of this Agreement.
Links and Third-Party Content
The Service may contain links. Such links are provided for informational purposes only, and SoftSource does not endorse any website or services through the provision of such a link.
The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third-parties.SoftSource does not endorse any third party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by SoftSource.
DISCLAIMERS AND LIMITATION ON LIABILITY
YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. SOFTSOURCE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SOFTSOURCESHALL CREATE ANY WARRANTY.
USE OF THE SERVICE IS AT YOUR SOLE RISK. SOFTSOURCEDOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOFTSOURCE OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIER (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF SOFTSOURCEAND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, in the event that a court shall find that the above disclaimers are not enforceable, then you agree that neitherSoftSource nor any of the Related Parties shall be liable for (1) any damages in excess of $500.00 or (2) any indirect, incidental, punitive, special, or consequential damages or loss of use, lost revenue, lost profits or data to you or any third party from your use of the Service. This limitation shall apply regardless of the basis of your claim or whether or not the limited remedies provided herein fail of their essential purpose.
This limitation shall not apply to any damage that Soft Source causes you intentionally and knowingly in violation of this Agreement or applicable law that cannot be disclaimed in this Agreement.
You agree to defend, indemnify and hold SoftSource and its suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Service (b) your use of the Service or the use of the Services by your End-Users, (c) your violation of the Agreement or any violation by your End-Users of any agreement between them and SoftSource, (d) any conduct, activity or action by you or your End-Users which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service, and (e) any claims that your End-Users may have or make against you.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by and shall be construed in accordance with the laws of the State of New Jersey, U.S.A., excluding the application of its conflict of law rules. You agree that any dispute arising out of or relating to the Service, or to SoftSource, may only be brought by you in a state or federal court located in New Jersey. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW JERSEY. In any such proceeding, you agree that service may be made upon you via e-mail at your e-mail address that we then have on-file.
POLICIES FOR CHILDREN
The Service is not directed to individuals under the age of 13. In the event that SoftSource discovers that a child under the age of 13 has provided personally identifiable information to us, we will make efforts to delete the child’s information in if required by the Children’s Online Privacy Protection Act. Please see the Federal Trade Commission’s website for (www.ftc.gov) for more information.
Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230 (d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.
Severability. If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and SoftSource as a result of this Agreement or your use of the Service.
Attorneys’ Fees. In the event any litigation is brought by SoftSource in connection with this Agreement, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred by such prevailing party in the litigation.
Assignment. SoftSource may assign its rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without SoftSource’s prior written consent, and any unauthorized assignment by you shall be null and void.
Publicity. SoftSource may identify itself or its brands in the Serivce that may be visible to your end-users, such as through the designation “Powered by SoftSource”. You agree not to interfere with or disable SoftSource’s right or ability to do so.
No Waiver. Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. All notices given by you or required under this Agreement shall be in writing and addressed to: __________15 maple street Somerville nj 08876_______________.
Equitable Remedies. You hereby agree that SoftSource would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement. This Agreement, including the documents expressly incorporated by reference, constitutes the entire agreement between you and SoftSource with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written.
If you believe in good faith that any material posted on or through our Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:
- A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed;
- Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;
- Information reasonably sufficient to permit us to contact you;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:
CSAM Marketing, Inc.
15 Maple St.
Somerville, NJ 08876
COMPLAINT POLICY (INCLUDING TRADEMARK AND PRIVACY)
- Your name, physical address, e-mail address and phone number;
- A description of the material posted on the Site that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;
- Identification of the location of the material on the Site;
- If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;
- If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;
- A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and,
- Your physical or electronic signature.
If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.