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.
Our Privacy Policy, available at https://www.scriptprosoftware.com/privacy/,
is incorporated by reference into these Terms. Please read these Terms and the
Privacy Policy carefully before you access the Services, as these Terms form a
binding legal agreement between you and ScriptPro.By accessing, registering for or using the Services, you:
(1) acknowledge that you have read and understand these Terms; (2) agree to be
bound by them in their entirety, and (3) are entering into a legally binding
agreement with us.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE
SERVICES. YOUR USE OF OUR SERVICES REQUIRES YOUR ACCEPTANCE OF THESE TERMS AS
THEY MAY BE AMENDED FROM TIME TO TIME, INCLUDING THE POLICIES INCORPORATED BY
REFERENCE HEREIN, WHICH INCLUDES THE SCRIPTPRO PRIVACY POLICY.
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.
2.2 Privacy. You may browse the Site without
providing us with any personal information; however, to otherwise use our
Services, you must register with us and submit certain personally identifiable
information. You expressly agree that we may collect, disclose, store and otherwise
use your information in accordance with the terms of the ScriptPro Privacy
Policy, available at https://www.scriptprosoftware.com/privacy/.
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 – support@shoflo.tv.
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 support@shoflo.tv; 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.
6. Application
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.
From time to time, the Services may contain references or
links to third-party materials not controlled by ScriptPro or its suppliers or
licensors. ScriptPro provides such information and links as a convenience to
you and should not be considered endorsements of such sites or any content,
products or information offered on such sites. You acknowledge and agree that ScriptPro
is not responsible for any aspect of the information or content contained in
any third party materials or on any third party sites accessible or linked to
the Services. You are responsible for evaluating whether you want to access or
use a third party sites. Accordingly, if you decide to use third party sites,
you do so at your own risk and agree that this Agreement does not apply to your
use of any third party sites. You should review any applicable terms or privacy
policy of a third party sites before using it or sharing any information.
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: support@scriptprosoftware.com.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.
12. Security
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.
19. Miscellaneous
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.
