ScriptPro Software Terms and Conditions
Effective Date: August 15th, 2018
These Terms and Conditions (“Terms”) govern your use of the following websites, including, but not limited to: www.scriptprosoftware.com, www.yourtse.com, app.tsescriptpro.com, www.tsegametimepro.com, www.tsesponsorpro.com, www.tsepromopro.com, (collectively, the “Site”) and related products and services, including mobile applications, premium services, or any content or information provided as part of the Site or such related products and services (collectively with the Site, the “Services”), which are owned or operated by ScriptPro Software, LLC. (“ScriptPro”, “we”, “our” or “us”).
If you are using the Services on behalf of a company or other legal entity, you hereby represent and warrant that you have the authority to enter into these Terms on behalf of the company or other legal entity. Additionally, if you are using the Services on behalf of a company or other legal entity, you are nevertheless individually bound by these Terms even if your company has a separate agreement with us. As used in these Terms, “you” and “your” refer to you individually and the company on behalf of which you are entering into these Terms.
1. Your Eligibility; Your Responsibility
To be eligible to use the Services, you represent and warrant that you: (i) are a human and at least 13 years of age (accounts registered by “bots” or other automated methods are not permitted); (ii) are not currently restricted from the Services and are not otherwise prohibited from having an account related thereto; (iii) will only maintain one account at any given time; (iv) will only provide accurate information to ScriptPro; (v) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party; and (vi) will not violate any rights of ScriptPro or a third party, including intellectual property rights.
You assume all responsibility for your use of, and access to, the Services. Accounts are for a single user, company or other legal entity, as applicable. Any multiple-party use, other than individual use on behalf of a company or other legal entity, is prohibited. For example, sharing a login between non-entity individual users is prohibited. You may create separate logins for as many people as you’d like. One person or legal entity may not maintain more than one free account.
2. Personal Information; Your Content; Your Account
2.1 Accuracy. By registering for our Services, you represent and warrant that all information you submit to us is true, accurate, current and complete and that you will promptly notify us in writing if your information changes. It is your responsibility to keep your account and profile information accurate and updated. We are not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you to us.
2.3 Your Content. As between you and ScriptPro, you own the information, materials, photos, or other content (the “Content”) you provide ScriptPro under this Agreement. Any Content that you upload or otherwise provide to ScriptPro in connection with the Services may be stored and used by ScriptPro (or its licensees or service providers) in order to provide and promote the Services. ScriptPro may only use your Content for promotional purposes with your prior written consent. You retain and reserve all rights to the Content. Any Content you submit to us is provided at your own risk of loss. You are solely responsible for all Content you share, provide, display, publish, or disseminate to others, whether such action was taken by us or you. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights). ScriptPro may also remove or delete your Content from the Services at any time in its sole discretion with prior written notice to you.
2.4 Interactions with Other Users. You are solely responsible for all interactions with other users of the Services. You acknowledge and agree that we do not have an obligation to verify any Content or other information provided by users on the Services. ScriptPro also enables sharing of information by allowing users to post content and information, including links and other information. Pursuant to the license granted by you above, ScriptPro may grant other users of the Services access and share rights to your Content in accordance with these Terms, your settings and the nature of your connection with such other users. Information you share may be seen and used by other users of the Services. ScriptPro cannot guarantee that users of the Services will not use the information that you share on ScriptPro, nor the manner of use. ScriptPro is not responsible for another user’s or other third party’s misappropriation or misuse of your Content or other information. You are solely responsible for your interactions with other users. Additionally, ScriptPro is not responsible for the truthfulness, accuracy, authenticity, or completeness of any of the Content or any other information provided by other users or any other third party. You hereby release ScriptPro from all claims, demands, or damages of every kind, known or unknown, in any way connected with (i) any relationship arising between users of the Services, (ii) any dispute between you and another user, or (iii) arising out of any services which originated through the Services or were otherwise provided by a user. Additionally, you agree to immediately report to us any false information provided or misconduct by any user of the Services.
2.5 Your Account. Except for your Content licensed to us as set forth above, the account you create and any related profile is owned by us. With regard to your account, you agree to: (i) keep your password secure and confidential; (ii) not permit others to use your account; (iii) not use the accounts of others; (iv) not transfer your account to another party; and (v) notify us of any actual or suspected unauthorized use of your account. You are responsible for any activity occurring under your account.
2.6 Feedback. You may from time to time identify problems, solutions to identified problems, provide suggestions, comments or other feedback related to our Services or otherwise relating to ScriptPro (“Feedback”) to ScriptPro. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and ScriptPro shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from ScriptPro under any circumstances relating to such Feedback.
3. Personal Use; Limited License; Ownership
Subject to the terms and conditions herein, ScriptPro grants you a limited, revocable, non-transferable, non-sub licensable, non-exclusive license and right to access the Services through a generally available web browser, mobile device or ScriptPro authorized application to view content and information and otherwise use the Services to the extent intended and permitted by the functionality thereof. This license is personal to you, and you may not resell our Services, permit other users access to our Services through your account, or use the Services to host content for others. You may not copy or download any content from the Services except with the prior written approval of ScriptPro. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and ScriptPro.
Furthermore, without the prior written approval of ScriptPro, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Services. Your rights are subject to your compliance with these Terms as well as any other agreements applicable to the Services you are using. Making unauthorized copies or distribution of Site content or otherwise violating these Terms may result in the termination of your ScriptPro account, prohibition on use of the Services, and further legal action.
The Services provided by ScriptPro are licensed, not sold. The Services, and all copies of the Services, are owned by ScriptPro or its third party licensors and are protected by various intellectual property laws, including, without limitation, copyright and trade secret laws.
ScriptPro reserves all rights not expressly granted to you herein. You agree that you have no right to any ScriptPro trademark or service mark and may not use any such mark in any way unless expressly authorized by ScriptPro. ScriptPro reserves the right to limit your use of or access to the Services, in its sole discretion in order to maintain the performance and availability of the Services and to enforce these Terms and Conditions.
4. Fees; Payment Terms; Free Trials
If you purchase any services that we offer for a fee (“Paid Services”), whether pursuant to an ordering document incorporating these Terms or otherwise (each, an “Ordering Document”), you agree to pay the applicable fees for the Paid Services when due plus all related taxes, levies, or duties. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You agree to reimburse us for all collection costs and interest for any overdue amounts. Unless otherwise denoted, all fees are assessed in U.S. dollars. You also agree that ScriptPro and its third-party service providers providing payment processing services may store your payment information. We may charge you payment information for subsequent charges you authorize, such as extra events, account upgrades or other special charges authorized by you. If the payment method you use with us reaches its expiration date and you do not edit the applicable information or cancel such Paid Service, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts.If you purchase a monthly subscription to a Paid Service, you will be billed for your first month immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable Ordering Document, the Services are billed in advance on a monthly basis and are non-refundable. For any upgrade or downgrade in plan level, your payment information will automatically be charged the new rate on your next billing cycle in addition to the prorated change in the amount of your subscription for the remainder of the current billing cycle (downgrading your plan level may cause the loss of content, features, or capacity of your account; ScriptPro does not accept any liability for such loss). Your subscription account shall automatically renew, provided that you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days remaining in your current billing period. Subsequent billing periods shall be month-to-month unless otherwise set forth on the applicable Ordering Document.
If you purchase an annual subscription to a Paid Service, you will be billed for your first year immediately upon purchasing or upgrading to a subscription account. Unless otherwise set forth on an applicable Ordering Document, the Services are billed in advance on a yearly basis and are non-refundable. You shall retain access to such Paid Services from the time you cancel until the start of the next billing period, but you will not receive a refund or credit for any days or months remaining in your current billing period.
Any events created before expiration of your subscription will remain active for up to 60 days from the expiration date of your subscription. After 60 days, these events will enter read-only status. However, these events may be extended by purchasing single event licenses at current pricing or by purchasing a new annual subscription.
ScriptPro may offer free trials to Paid Services. If you purchase a subscription to a Paid Service that includes a free trial, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription for such Paid Service and may continue to be charged until you cancel your subscription. To avoid charges, you must cancel before the end of the free trial period.Prices for all Services, including but not limited to monthly subscription plan fees to the Services, are subject to change in our sole discretion upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the Site or the Services, and the change in pricing shall be automatic upon the conclusion of such 30 day period. ScriptPro shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
If you purchased an annual subscription to a Paid Service and we increase the price for that Paid Service, then you agree to pay the difference between the increased amount and the previous annual subscription fee within thirty (30) days after billing; provided, that if the increase represents more than a 10% increase, you shall have the right to terminate the Paid Services on thirty (30) days’ prior written notice to us and to receive a refund from us of the unused portion of the annual subscription fee paid by you for the period of time occurring after the date of termination. Any such refund shall be paid by us within sixty (60) days after the effective date of termination. In the event that you terminate the Paid Services in this manner, your use of all Paid Services shall terminate automatically at 12:01 A.M. on the effective date of termination.
5. Use of Services
ScriptPro is not liable for the loss, corruption, alteration or removal of any content transmitted using our Services. By using our Services, you expressly waive the right to seek damages and agree to hold ScriptPro harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Services. We reserve the right, at any time and in our sole discretion, to discontinue offering the “ScriptPRO”, “GameTime Suite”, “PromoPRO”, and/or “SponsorPRO” software programs (collectively, the “ScriptPro Services”), at which point our affiliate – Shoflo LLC (“Shoflo”) – may offer to replace them with the “Shoflo” software program, which is a comparable event production software platform (the “Shoflo Services”). You can find more information about the Shoflo Services at http://shoflo.tv/. Any such transition (a “Transition”) shall be effective upon 30 days’ notice from us, and an offer from Shoflo for the Shoflo Services may involve a pricing change. Such notice may be provided at any time by posting the changes to the Site or the Services. A Transition and pricing change shall be automatic upon the conclusion of such 30 day period, after which the ScriptPro Services shall no longer be available to you. Neither we nor Shoflo shall be liable to you or to any third party for a Transition, pricing change, or discontinuance of the ScriptPro Services. You shall have the right to refuse the Shoflo Services by delivering written notice to Shoflo of your refusal prior at least ten (10) days prior to the effective date of a Transition (the “Effective Date”), in which case your use of all Paid Services (including all ScriptPro Services) shall terminate automatically at 12:01 A.M. on such Effective Date. Any such written notice of refusal should be delivered in writing to – Shoflo LLC, 1 South Orange Avenue #300, Orlando, FL 32801, Attention: Contracts, or by e-mail to – firstname.lastname@example.org.
If you purchased an annual subscription to a Paid Service and you refuse a Transition, you will receive a refund from us of the unused portion of the annual subscription fee paid by you for the period of time occurring after the Effective Date. Any such refund shall be paid by us within sixty (60) days after the Effective Date.
ScriptPro may also at any time modify or discontinue, temporarily or permanently, all or any part of the Services or your account, with or without notice, and you agree that ScriptPro will not be liable to you or any third party for any such modification, suspension or discontinuance. Our Services are not intended to be used in countries where offering or providing the Services is illegal, and we do not offer the Services in such countries or to citizens of such countries. Subject to the surviving provisions of these Terms, you may terminate these Terms by (a) terminating your use of the Services and any related account, and (b) by calling 866-774-0026 or emailing email@example.com; provided, however, notwithstanding the foregoing, if you have agreed to purchase annual licenses to the Services for more than one year at a time as set out in a purchase order or similar ordering document attached to or referencing these Terms, you may not terminate for convenience.
ScriptPro may offer the Services through applications built using ScriptPro’s platform (“Applications”), including any mobile device applications or interactive plugins distributed on third-party websites. If you use an Application or interact with a ScriptPro plugin on a third-party site, we may receive information about you and your use of the Services. Additionally, by using an Application that relates to or enables your use of the Services, you are accepting the terms of any end user license agreement associated with the Application, in addition to these Terms.
7. Third-Party Content & Websites
We do not control, and we are not responsible for, any data, content, services, or products (including software) that you access, download, receive or buy while using the Services. We may, but do not have any obligation to, block information, transmissions or access to certain information, services, products or domains to protect the Services, our network, the public or our users. We are not a publisher of third-party content accessed through the Services and are not responsible for the content, accuracy, timeliness or delivery of any opinions, advice, statements, messages, services, graphics, data or any other information provided to or by third parties as accessible through the Service.
8. Acceptable Use Policy
You agree to comply with all applicable laws and regulations in connection with your use of the Services. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. In particular, the following is a representative, non-exhaustive list of acts that are prohibited:
- The transmission or posting of chain letters or pyramid schemes, or other acts that involve deceptive online marketing practices or fraud;
- Acts that may materially and adversely affect the quality of other users’ experience;
- Actual or attempted unauthorized use or sabotage of any computers, machines or networks;
- Introducing malicious programs into ScriptPro’s Services, network or servers (e.g. viruses, worms, Trojan horses, etc.);
- Engaging in any monitoring or interception of data not intended for you without authorization;
- Attempting to circumvent authentication or security of any host, network, or account without authorization;· Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
- Adapt, modify or create derivative works based on the Services, technology underlying the Services, or other users’ content, in whole or part;
- Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services (excluding content posted by you) except as permitted in these Terms, or as expressly authorized by ScriptPro in writing;
- Using any method, software or program designed to collect identity information, authentication credentials, or other information;
- Transmitting, receiving, uploading, using or reusing material that is abusive, indecent, defamatory, harassing, pornographic, obscene or menacing, or a breach of confidence, privacy or similar third party rights;
- Transmitting, receiving, uploading, using or reusing material that violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets or copyrights;
- Transmitting, receiving, uploading, using or reusing material that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- Falsifying user identification information;
- Using the Services for anything other than lawful purposes including, but not limited to, intentionally or unintentionally violating any applicable local, state, national or international law; or Impersonating any person or entity, including, but not limited to, a ScriptPro representative, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.
ScriptPro enforces a zero-tolerance SPAM policy regarding information transmitted through our Services. ScriptPro may determine in its sole discretion whether any transmissions are considered SPAM. SPAM includes, but is not limited to, the following:
- Bulk unsolicited e-mail, promotional material, or other forms of solicitation sent via the Services, or e-mail that advertises any IP address belonging to ScriptPro or any URL (domain) that is hosted by ScriptPro.
- The use of web pages set up on ISPs that allow SPAMMING that directly or indirectly reference customers to domains or IP addresses hosted by ScriptPro.
- Forging or misrepresenting message headers, whether in whole or in part, to mask the true origin of the message.
If ScriptPro determines that you have posted one or more articles of SPAM, we may cancel your account immediately and take steps to prevent you from using our Services at any time thereafter.
9. Copyright Protected Materials
ScriptPro respects the intellectual property rights of others and expects that you do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software or other material obtained through the Services that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. ScriptPro has the right, but not the obligation, to remove from the Services any files, material, information, software or other material ScriptPro believes is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others.
If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to: firstname.lastname@example.org.ScriptPro’s copyright policy is available at https://scriptprosoftware.com/copyright.
10. Export Control Laws
The Services may be subject to export control restrictions of the United States, the European Union, Canada or other jurisdictions. By using the Services, you warrant that you are not located in any country, or exporting the Service to any person or place, to which the United States, the European Union, or any other jurisdiction has embargoed goods. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to Services any content, data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. The assurances and commitments in this Section shall survive termination of these Terms.
11. Right to Restrict or Terminate Access
ScriptPro may deny or restrict your access to all or part of the Services without notice in its reasonable discretion if it deems that you have engaged in any conduct or activities that ScriptPro in its reasonable discretion believes violates the letter or spirit of any of these Terms. If ScriptPro denies or restricts your access to the Services because of such a violation, you shall have no right to obtain any refund or credit for the subscriptions fees you have paid.
In the event that these Terms or the Services are terminated for any reason or no reason, you acknowledge and agree that you will continue to be bound by these Terms. Following termination, you shall immediately cease use of the Services and any license granted to you under any agreement related to your use of the Services shall immediately terminate. Upon termination, ScriptPro may, in its sole discretion, store your Content on its servers for a reasonable period of time, but we do not guarantee that your Content will still be available upon re-activation at a later time. Notwithstanding the foregoing, ScriptPro reserves the right to delete all of your Content, data, and other information stored on ScriptPro’s servers. ScriptPro will not be liable to you or any third party as a result of the termination of these Terms or the Services or for any actions taken by ScriptPro pursuant to these Terms as a result of such termination. Without limiting the generality of the foregoing, ScriptPro will not be liable to you or any third party for damages, compensation, or reimbursement relating to your use of the Services, or the termination thereof.
You acknowledge and agree that you are solely responsible for protecting your password and other personal information and for the consequences of not protecting such data. Access to our Services and to certain online transactions may involve the use of identification numbers, passwords, payment accounts or other individualized nonpublic information (“Private Documentation”). You shall use your best efforts to prevent unauthorized use of our Services, your account, or of any Private Documentation, and shall promptly report to ScriptPro any suspected unauthorized use or other breach of security. You shall be responsible for any unauthorized use of your account, identification numbers or passwords until we receive written notice of a breach of security and a request to block further access for such numbers and passwords. ScriptPro shall not be liable for any unauthorized use of payment accounts.
13. Disclaimer of Warranty
Actual service coverage, speeds, locations and quality may vary. ScriptPro will attempt to provide the Services at all times, except for limited periods for maintenance and repair. However, the Services may be subject to unavailability for a variety of factors beyond our control including emergencies, third-party service failures, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, limited or curtailed. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Services or communications services or networks. We may impose usage or Services limits, suspend the Services, or block certain kinds of usage in our sole discretion to protect users or the Services. The accuracy and timeliness of data received is not guaranteed.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. ALL SITE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. SCRIPTPRO DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. SCRIPTPRO DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, SCRIPTPRO’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
14. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL SCRIPTPRO, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS OR OTHER THIRD PARTY PARTNERS (“SCRIPTPRO PARTIES”) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICES.
A SCRIPTPRO PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID SCRIPTPRO FOR YOUR USE OF THE SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE SCRIPTPRO PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SCRIPTPRO TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN SECTIONS 13 AND 14 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
15. IndemnityYou agree to defend, indemnify and hold the ScriptPro Parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or relating to (i) any violation of these Terms by you; (ii) your Content or any other content or material you submit or otherwise transmit through our Services; (iii) your violation of any rights of another; or (iv) your use of the Services. ScriptPro reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to defense by you.
16. Dispute Resolution
Excluding claims for injunctive or other equitable relief, for any claim where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution provider mutually agreed upon by the parties. The arbitration shall be conducted by telephone, online or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.
17. Electronic Notices and Disclosures
You acknowledge and agree that ScriptPro may provide notices and other disclosures to you electronically by posting such notices or other disclosures on ScriptPro’s website or by emailing it to you at any email address provided to ScriptPro by you. Such notices or other disclosures shall be considered received by you following the posting on the website or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.
18. Changes to the Terms
We may add to, change or remove any part of these Terms, at any time without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting at the Site. As your next visit to the Site or use of the Services may be governed by different Terms, we encourage you to look for a new effective date on these Terms when you visit the Site or use the Services. It is your responsibility to check these Terms periodically for changes. If we make any material changes to these Terms, we will endeavor to provide registered users with additional notice of any changes, such as at your e-mail address of record or when you log in to your account.Your use or continued use of the Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute your acceptance of the changed Terms or policies.
These Terms, along with any rules, guidelines, or policies published on the ScriptPro homepage constitute the entire agreement between ScriptPro and you with respect to your use of our Services. If there is any conflict between the Terms and any other rules or instructions posted on the Services, the Terms shall control. No amendment to these Terms by you by shall be effective unless acknowledged in writing by ScriptPro. Notwithstanding the foregoing, ScriptPro reserves the right, in its sole discretion, to modify these Terms or the policies referenced herein at any time as set forth above. These Terms shall be governed by, and construed in accordance with, the laws of the state of Florida, without reference to its choice of law rules. Subject to the arbitration provisions above, exclusive venue for any action arising out of or in connection with this agreement shall be in Orlando, Florida. The parties each hereby consent to the jurisdiction and venue in Orlando, Florida and waive any objections to such jurisdiction and venue. Notwithstanding the foregoing, you agree that ScriptPro shall be entitled to apply for injunctive remedies or other equitable relief in any jurisdiction. Subject to any applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Services must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. If any portion of these Terms is found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. You may not assign your rights or obligations under these Terms without the prior written consent of ScriptPro. ScriptPro’s failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Services and your account. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that ScriptPro may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to ScriptPro, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to ScriptPro. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, or any other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services. Except as otherwise expressly set forth herein, there shall exist no right of any person, other than you and ScriptPro, to claim a beneficial interest in these Terms or any rights occurring by virtue of these Terms. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by this Agreement.
The following sections will survive termination or expiration of these Terms: Sections 1, 2, 8, 13, 14, 15, and 19.
If you have any questions, complaints, or claims, you may contact ScriptPro at 1 South Orange Avenue #300, Orlando, FL 32801, 866-774-0026.