BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of a company further represents and warrants that they are authorized to act and enter into contracts on behalf of that company. This Agreement is void where prohibited.
By becoming a SoftwarePros.com member (“Member”) and using the Services, You receive unlimited access to the member area (the “Member Area”) of the Website, which includes without limitation, online help, support and flash tutorials, and a database of software downloads, for the length of Your membership. You acknowledge and agree that many of the software programs made available on the Member Area are free (i.e. evaluation copies) and readily and publicly available from other Internet sources. The Website has no affiliation whatsoever with the owners of the software programs made available on the Member Area. THE WEBSITE PROVIDES ONLY LINKS TO SOFTWARE PROGRAMS AND DOES NOT HOST ANY SOFTWARE PROGRAMS ON ITS WEB SERVER. If You are a Member and need support, please contact SoftwarePros.com at support@SoftwarePros.com and not the software owners.
6. MEMBERSHIP FEES & REFUNDS
If you have any issues or concerns with your membership our tech support specialists are available 24 hours a day at Support@SoftwarePros.com . If you are still unsatisfied and wish to discontinue your membership please read our refund policy:
The amount charged to you is based on your membership selection and charged to the account of your choice, as a one time fee. Once you submit your order for processing, any unused products or memberships purchased are refundable (minus processing fee) within the first 3 days of your membership. All refund requests can be made via email to Support@SoftwarePros.com. Any and all refunds are subject to a non-refundable $9.99 processing fee.
All unsubstantiated and/or fraudulent chargeback requests will be prosecuted and collected to the furthest extent of the law under the Fair Debt Collection Practices Act (FDCPA).
Subject to Your compliance with the terms and conditions of this Agreement, SoftwarePros.com grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to use the Website and Services. Except as expressly set forth herein, this Agreement grants You no rights in or to the intellectual property of SoftwarePros.com or any other party. The license granted in this section is conditioned on Your compliance with the terms and conditions of this Agreement. In the event that You breach any provision of this Agreement, Your rights under this section will immediately terminate.
8. USER INFORMATION/PASSWORD PROTECTION
You may also be asked to provide, or may be given, a user name and password in connection with certain of the Services. You are entirely responsible for maintaining the confidentiality of Your password. You may not use the account, user name, or password of someone else at any time. You agree to notify SoftwarePros.com immediately on any unauthorized use of Your account, user name, or password. SoftwarePros.com shall not be liable for any loss that You incur as a result of someone else using Your password, either with or without Your knowledge. You may be held liable for any losses incurred by SoftwarePros.com, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of Your account or password. You must also promptly notify SoftwarePros.com if any credit card that You have provided to us is lost, stolen or used without permission.
9. THIRD-PARTY WEBSITES
The Website is linked with the websites of a number of third parties (“Third-Party Websites”), some of whom have established relationships with SoftwarePros.com and some of whom do not. SoftwarePros.com does not have control over the content and performance of Third-Party Websites. SOFTWAREPROS.COM HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, SOFTWAREPROS.COM DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. SOFTWAREPROS.COM DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
10. CONSENT TO RECEIVE EMAIL
By becoming a Member and using the Services, You thereby consent to receive periodic email communications from SoftwarePros.com regarding the Services and other matters.
11. USER CONTENT
You hereby represent and warrant that You own all rights, title and interest in and to User Content or are otherwise authorized to grant the rights provided the SoftwarePros.com Parties under this section.
12. PROHIBITED USES
SoftwarePros.com imposes certain restrictions on Your use of the Website and the Services. You represent and warrant that you will not: (a) violate or attempt to violate any security features of the Website or Services; (b) access content or data not intended for You, or log onto a server or account that You are not authorized to access; (c) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization; (d) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (e) use the Website or Services to send unsolicited e-mail, including without limitation promotions or advertisements for products or services; (f) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or (g) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the SoftwarePros.com Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
13. INTELLECTUAL PROPERTY
(a) Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey the law and respect the intellectual property rights of others. Your use of the Website and Services is at all times governed by and subject to laws regarding copyright ownership and use of intellectual property generally. You agree not to upload, post, transmit, display, perform or distribute any content, information or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.
SoftwarePros and SoftwarePros.com (the SoftwarePros.com Marks”) are trademarks of SoftwarePros.com. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third parties. Neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to, or any license to reproduce or otherwise use, the SoftwarePros.com Marks or any third-party trademarks, service marks, graphics, logos or domain names. You agree that any goodwill in the SoftwarePros.com Marks generated as a result of Your use of the Website and Services will inure to the benefit of SoftwarePros.com, and You agree to assign, and hereby do assign, all such goodwill to SoftwarePros.com. You shall not at any time, nor shall You assist others to, challenge SoftwarePros.com’s right, title, or interest in or to, or the validity of, the SoftwarePros.com Marks.
(c) Copyrighted Materials; Copyright Notice
All Content and other materials available through the Website and Services, including without limitation the SoftwarePros.com logo, design, text, graphics, and other files, and the selection, arrangement and organization thereof, are either owned by SoftwarePros.com or are the property of SoftwarePros.com’s licensors and suppliers. Except as explicitly provided, neither Your use of the Website and Services nor this Agreement grant You any right, title or interest in or to any such materials. Copyright © 2008 to the present, SoftwarePros.com. ALL RIGHTS RESERVED.
14. DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES.
SOFTWAREPROS.COM, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOFTWAREPROS.COM, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER SOFTWAREPROS.COM NOR ITS LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER SOFTWAREPROS.COM NOR ITS, LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR SERVICES.
(b) YOUR RESPONSIBILITY FOR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD SOFTWAREPROS.COM OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
(c) LIMITATION OF LIABILITY
THE LIABILITY OF SOFTWAREPROS.COM AND ITS LICENSORS AND SUPPLIERS IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SOFTWAREPROS.COM OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO SOFTWAREPROS.COM OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF SOFTWAREPROS.COM AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE AGGREGATE PRICE YOU PAID TO SOFTWAREPROS.COM DURING THE YEAR PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN SOFTWAREPROS.COM AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT BETWEEN YOU AND SOFTWAREPROS.COM OR BETWEEN YOU AND ANY OF SOFTWAREPROS.COM’S ITS LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. SOFTWAREPROS.COM’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
15. GENERAL REPRESENTATION AND WARRANTY
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other SoftwarePros.com policies, and with any applicable laws or regulations.
16. INDEMNITY BY YOU
You agree to defend, indemnify and hold harmless SoftwarePros.com and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and contractors (collectively, the “SoftwarePros.com Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and fees, arising out of or relating to: (i) Your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) Your access to or use of the Website or Services; or (iii) Your provision to SoftwarePros.com or any of the SoftwarePros.com Parties of information or other data.
The SoftwarePros.com Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by You of any Claim as to which You are required to defend, indemnify or hold harmless the SoftwarePros.com Parties. You may not settle any Claim without the prior written consent of the concerned SoftwarePros.com Parties.
17. GOVERNING LAW; JURISDICTION AND VENUE
The Website, Services, all advertising relating thereto and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Cleveland, Ohio, and shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, ALL ADVERTISING RELATING THERETO, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, ALL ADVERTISING RELATING THERETO, OR THIS AGREEMENT WILL BE THE STATE AND FEDERAL COURTS LOCATED IN OR NEAREST TO Cleveland, Ohio. THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
(a) By SoftwarePros.com
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, SOFTWAREPROS.COM RESERVES THE RIGHT TO, IN SOFTWAREPROS.COM’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.
(b) Automatic Termination Upon Breach By You
This Agreement shall automatically terminate in the event that You breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by SoftwarePros.com.
(c) By You
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to SoftwarePros.com notice of Your intention to do so, in the manner required by this Agreement.
(d) Effect of Termination
Any termination of this Agreement automatically terminates all rights and licenses granted to You under this Agreement, including all rights to use the Website and Services. Upon termination, SoftwarePros.com may, but has no obligation to, in SoftwarePros.com’s sole discretion, delete from SoftwarePros.com’s systems all User Content, Your Personal Information and any other files or information that You made available to SoftwarePros.com or that otherwise relate to Your use of the Website or Services. Subsequent to termination, SoftwarePros.com reserves the right to exercise whatever means it deems necessary to prevent Your unauthorized use of the Website and Services, including without limitation technological barriers such as IP mapping and direct contact with Your Internet Service Provider.
(e) Legal Action
If SoftwarePros.com, in SoftwarePros.com’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, SoftwarePros.com will be entitled to recover from You as part of such legal action, and You agree to pay, SoftwarePros.com’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The SoftwarePros.com Parties will have no legal obligation or other liability to You or to any third party arising out of or relating to any termination of this Agreement.
Upon termination, all rights and obligations created by this Agreement will terminate, except that Sections 1-3, 8-10, 11-18 and 20 will survive any termination of this Agreement. For clarification, termination of this Agreement will not relieve You of Your obligation to pay any fees owed SoftwarePros.com.
(a) Entire Agreement; Amendment
This Agreement constitutes the entire agreement between SoftwarePros.com and You concerning Your use of the Websites. This Agreement and any other written agreements executed between You and SoftwarePros.com constitute the entire agreement concerning Your use of the Services. This Agreement may only be modified by a written amendment signed by an authorized executive of SoftwarePros.com or by the unilateral amendment of this Agreement by SoftwarePros.com and by the posting by SoftwarePros.com of such amended version.
(b) Severability; Waiver
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
This Agreement and all of Your rights and obligations hereunder will not be assignable or transferable by You without the prior written consent of SoftwarePros.com. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
You and SoftwarePros.com are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
(e) Third-Party Beneficiaries
Except for the SoftwarePros.com Parties as and to the extent set forth in Sections 11, 14, 17 and 20(e), and SoftwarePros.com’s licensors and suppliers as and to the extent expressly set forth in Section 15, there are no third-party beneficiaries to this Agreement.
(f) Irreparable Injury
You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third party rights by You would cause irreparable injury to SoftwarePros.com and SoftwarePros.com’s licensors and suppliers, and would therefore entitle SoftwarePros.com or SoftwarePros.com’s licensors or suppliers, as the case may be, to injunctive relief.
All notices required or permitted to be given under this Agreement must be in writing. SoftwarePros.com shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to SoftwarePros.com. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH SOFTWAREPROS.COM IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY SOFTWAREPROS.COM OF AN EMAIL TO THAT ADDRESS. You shall give any notice to SoftwarePros.com by email sent to support@SoftwarePros.com. Notices to SoftwarePros.com shall be deemed effective upon the sending by You of an email to support@SoftwarePros.com.