Terms of Service

Introduction

SoftwareOfficial Inc, (“SoftwareOfficial”, “we”, “our”), together with its affiliates, owns the "Service", which is deemed to be any website, webpage, or mobile app on which this set of Terms is located and any services, information, activities or transactions that are being offered, made available or facilitated through any of the above listed platforms.

Our Terms of Service Provision (“Terms of Service Provision” or “Terms”) constitute a binding agreement that covers the Service and regulates your use of the Service and your (“you” or “your”) relationship with us. You are accepting and agreeing to these Terms of Service Provision by means of accessing or using the Service; pressing the button to accept these Terms of Service Provision, or accepting these Terms of Service Provision using any other method.

If you breach these Terms of Service Provision or disagree with these Terms, you should not access (and you are not granted our permission to access) the Service.

In addition, if you plan to transmit to us, or receive from us, data relating to the residents of Europe, see Section 13, which you are required to agree to.

Changes in service conditions

We may, in our sole discretion, amend these Terms of Service Provision by publishing updated versions of these Terms of Service Provisions on the Website or by otherwise notifying you. All such modifications shall take effect once the revised Terms of Service Provision are published on the Website or upon notice to you, where applicable.

Changes in service

We may add, remove or modify the features and functionalities of the Service at any time. The Terms of Service Provision shall apply to any of the Service's modified version. We may also suspend or completely discontinue the Service, as well as introduce or change fees for new or existing aspects of the Service.

Eligibility restrictions

You are allowed to use the Service only if you are of legal age in the jurisdiction in which you reside (18 years for most states in the U.S.). You should not use the Service or provide us with Submitted Data (described below) if you are under that age.

Your account

To access most aspects of the Service, including to submit (“Submitted Data”) or receive data (“Output Data”), you must create an account. It is important that you read the critical information about the rules covering Submitted Data and Outputs in the sections below. Your account itself is also governed by important rules. First of all, you must provide only your own and accurate account details (e.g., your name and email address). In addition, you must provide accurate contact information so that we can contact you if necessary, for example, to communicate any important notices. It is strongly recommended that you change your password periodically, and do not share your password or credentials with any other party.

You shall bear sole responsibility for ensuring the confidentiality of your account details, e.g., username and password, as well as for restricting access to your computer and other devices. You agree and understand that you will be accountable for all activities undertaken through your account.

Your license to use the service

You are hereby licensed to use the Service and the Outputs for (and exclusively for) your personal and/or your internal business purposes only, subject to the prohibitions and limitations set forth herein, and you are licensed to store, print or make a copy of the Outputs provided to you exclusively for your personal or internal business purposes. You are not authorized to resell, distribute or create any derivative works based on the Service or the Output Data. Neither may you create any services, products, toolkits, datasets or derivative works based on the Service or the Output Data, whether in aggregated or non-aggregated, identified or de-identified form.

Sharing data and rights: featured free services

As you submit Submitted Data through the Service, you understand and consent to the following, unless we and you have entered into an Agreement for Premium Services (or other agreement) that clearly supersedes the terms set forth below:

a. Licenses provided to us by you. When you provide or make available to us any Submitted Data, whether names, business names, addresses or telephone numbers of contacts or other persons, you grant us multiple licenses to use such data (and you represent to us that you have the right to do so):

You provide us with a perpetual and irrevocable license to access and use the Submitted Data in aggregate form, to deliver, enhance and develop the Service and our data assets, provided that we will not (i) in any public way reference you or the company for which you work in connection with the Submitted Data (such as never selling a list called "Brand X Customer List"), or (ii) use the Submitted Data in a manner that breaches any agreement that we have made, or any law.
You also provide us with a perpetual and irrevocable right to sublicense, make available, copy, display, post or distribute the Submitted Data to all third parties, including our clients, service suppliers and cooperation partners.
You authorize us to develop derivative works, data models, or simulated data sets using the Submitted Data. You consent that we will be the owner of those derivative works (but not of the actual Submitted Data, which is different from those works). Examples of derivative works (without limitation) might include, for example, creating (on our part) aggregated or simulated data sets that combine data from multiple providers to form a new or novel type of data set. As another example, multiple sets of Submitted Data (from multiple suppliers) could be used to generate data analytics about specific industries, buyers, or industry outlooks.
You also consent to our perpetual and irrevocable right to use, share, sublicense, display, copy, post and distribute the Submitted Data in an aggregate, de-identified form for any purpose, on any media.
The above licenses granted to SoftwareOfficial Inc are non-exclusive, perpetual and royalty-free. SoftwareOfficial Inc is entitled to sublicense, assign or transfer any such licenses in its sole discretion.

b. The representations you make to us. It is crucial that you are entitled to grant us the above mentioned licenses. If you do not do so, please do not provide us with any Submitted Data. Should you be unsure whether you do, please take the time to confirm if that's the case, and we will confirm on our part whenever you are ready.

Thus, you shall warrant and represent that you hold all necessary rights, permissions and authority to provide us with the Submitted Data (in whole and in part) and that it will not result in a breach of any agreements you have signed or of any laws. Further on you will find some examples of laws that may theoretically apply.
You also warrant and represent that the Submitted Data does not include any information about persons under the age of 18.
You warrant and represent that providing us with the Submitted Data does not breach U.S. HIPAA law: for example, it is not a patient list of a hospital or doctor, or a similar data set consisting of patients or customers of an organization subject to HIPAA (this may include, for example, a doctor, dentist, chiropractor, acupuncturist, pharmacist or any other health care provider). Similarly, you agree not to provide any Submitted Data to us comprised of a client list of an organization subject to GLBA, which applies to different financial institutions, including banks, hedge funds, insurance companies and investment advisers.
You warrant and represent that you will solely provide true and accurate Submitted Data to us that is connected to living persons.

c. The nature of the exchange. By providing our Service, we consider cooperating with you in terms of the following: in exchange for sharing the Submitted Data with us, and potentially for use by other clients (at our sole discretion), you will be granted access to the Output Data, consisting of information that is hopefully just as valuable to you. You hereby understand and agree that, although our goal is to make the exchange fair and optimal, it is within our rights to modify these terms or the nature of the Service at any time, or to change the amount of Output Data or other access that we provide, and you agree that this is at our sole discretion. We also have the right to discontinue your account or access to the Service at any time for any reason, including (without limitation) any breach of these Terms of Service Provision by you or through your account. We may display or establish additional rules or policies through the Service, including any portal where you send or receive data. These rules or policies are incorporated by reference into these Terms of Service Provision and you agree to comply with them.

Paid and subscription accounts

We can also deliver the Service through paid accounts, for example, by suggesting monthly or yearly subscriptions. Another option is personalized rendering of services and payment conditions. In case we reach consent in this regard, next step will be conclusion of a respective agreement with you, based on a further Order Form (“Order Form”). In case you agree to the above-mentioned, you are welcomed to contact our support team. It should also be noted that the below terms will apply to all types of paid Service delivered to you, unless different agreement has been reached between you and us:

a. Based on the schedule defined in the Order Form, you shall pay the applicable amounts (the "Fees") defined in the Order Form signed by both parties. We are eligible, in our sole discretion, to increase or otherwise modify the Fees by the end of any concrete calendar year or by the end of any Term specified in an Order Form by notifying you in written form (that is, via email or other conspicuous means) at least thirty (30) days before such year or Term ends.

b. You have 60 days upon the (first) applicable invoice receipt to file any complaint on the Fees. All complaints that are not submitted within that time limit will be deemed resolved.

c. Within thirty (30) days following the invoice receipt date, the full amount must be paid. Any outstanding debt shall be subject to a financial charge of monthly 1.5 percent, or the maximum allowable by law, depending on whichever is lower, plus any collection costs (including reasonable lawyers' remuneration) that we may bear. In case those payments are more than sixty (60) days past due, we are eligible to promptly stop providing the service.

d. Any taxes related to the Service (aside from taxes based on our net income) are your responsibility.

e. Unless one of the party asks for non-renewal at least thirty (30) days before the end of the given time period, the agreement shall be for the Initial Service Term as set forth in the Order Form and shall automatically get renewed for further time periods of the same duration as the Initial Service Term. Unless otherwise prescribed in the Order Form, the subscription shall be purchased on a per-seat basis and shall be valid for a single "seat" or user. The number of seats or users that we license to you during the given time period may be increased at our discretion. In this event we will start charging you at the new per-seat rate. Although it is possible to increase the number of seats for you throughout a term (at our discretion), you are not permitted to decrease the number of seats during the given term. Once your per-seat license is increased, you will continue to be charged on that per-seat basis till the end of the current term. You can allow only one license seat per each user, at any given time. You won’t be able to seat-share or time-share.

f. If one of the parties materially violates any of the terms or conditions of this agreement, another party may, in addition to other applicable remedies, rescind this agreement with thirty (30) days' notice (or without it, in the event of nonpayment). The client shall be obliged to pay in full for the service up to and including the final day on which the service is provided. All provisions of this agreement that, by their very nature, may endure termination will do so, including, without limitation, assumed payment rights, confidentiality responsibilities, warranty disclaimers, and liability restrictions.

Property rights: what we own

In your relations with SoftwareOfficial Inc, SoftwareOfficial Inc is the only owner of all rights, titles, and interests in and to the Service, including all patents, copyrights, trademarks, brand names, service marks, trading secrets, and other intellectual copyrights, as well as any goodwill related to the Service. For example, we are the sole owners of all design or product features that inherently constitute part of the Service, such as how data is arranged, curated, presented, and provided, as well as any know-how or other intellectual property that is an inherent part of how we created, delivered, displayed, or made the Service accessible. The names and logos of SoftwareOfficial Inc are all its trademarks, and cannot be used, copied or imitated in whole or in part without our prior written consent.

You are not issued any ownership rights, titles, or interests in any of the aforementioned items under these Terms of Service Provision. As a result, you are prohibited from using the output data for developing any derivative works, services, or products and from reselling or re-licensing the output data in any way.

Limitations on using output data

You consent to refrain from using the Service or Output Data in specific ways. You agree that you will not make use of Service or Output Data for:

(i) breaking any applicable laws (whether federal, state, or foreign to the U.S.) (“Laws”),
(ii) violating the U.S. CAN-SPAM Act of 2003 or the Canadian Anti-Spam Legislation (CASL), as periodically changes may be made to such statutes, or the U.S. TCPA. In order to find information on CAN-SPAM, go here; for information on CAN-SPAM, go here https://www.fcc.gov/general/can-spam; and for information on the TCPA, go here https://www.fcc.gov/tags/telephone-consumer-protection-act-tcpa.
(iii) using illegal Output Data to advertise or promote any products or services (or distribute any other communications) in the proposed location or consumers,
(iv) using the advertise or promoting services intended for adults (such as escort or pornography), tobacco products, illegitimate gambling, fake or pirated products or services, or break any laws regulating stocks or commodities (for example, by facilitating a "pump and dump" scheme);
v) scamming, cheating, or misleading anybody;
(vi) disseminating or transmitting material that is offensive, dishonest, indecent, sexually explicit, pornographic, insulting or vulgar;
(vii) encouraging or participating in discrimination, harassment, racism or hate speech against any person or group; or
(viii) threatening or encouraging violence.

Limitations on using email services

The following actions are not allowed from our service and would be deemed a breach of our policy. Please see the examples below. They may be amended:

(i) send from a group distribution email like hello@ or marketing@ etc;
(ii) fail to include opt out messages to commercial emails or observe the applicable regulations;
(iii) use a false identity or a nickname or an alias for sending emails;
(iv) send emails that produce an excessive number of bounces;
(v) send emails that produce an excessive amount of spam or complaints;
(vi) communicate content that includes or links to viruses, Trojan horses, worms or any harmful or dangerous software program;
(vii) use SoftwareOfficial Inc’s service in connection with any unwanted or abusive messages (commercial or other) including but not limited to unwanted emails, or phone calls

Please contact us at our email address, in case you know or suspect someone breaking these rules. SoftwareOfficial Inc will consider whether these rules have been followed at its sole discretion.

Additional limitations on using the service and your account

You also consent to specific limitations on using the Service. You may not:

(i) let any other individual use your account, use account of another person, or tell your password or account login details to anyone else;
(ii) send false or fraudulent information to or via the Service;
(iii) pretend to be another person or entity or falsely declare or in other way misrepresent your relation to a person or entity;
(iv) gain an unauthorized access to the Service, for example by logging in to a server, account, or email network without respective permission;
(v) access the Service through automated means;
(vi) extract information from the Service in an unauthorized way or by breaching these conditions or other policies or defined limitations (both verbal or mechanical ones); for example, you are not allowed to use or try to use any software, agent, tool, engine, device or other mechanism, such as browsers, robots, spiders, avatars or logical agents for browsing or searching any section of the Site, that differ from search engines and search agents offered through the Service;
(viii) make use of Service by reverse engineering, decompiling or disassembling it partially or fully.

Special conditions for using client personal data of or output data on European data subjects

You can request and get Output Data (such as an individual's name, job position, or contact details) about data subjects who are residents of the European Economic Area, Switzerland, or UK ("European Data Subjects") referred below as European Output Data. If you do so, you give your consent that, in addition to adhering to other agreement or authorization requirements defined in the given Section, you will use the Output Data solely in the following circumstances:

(i) in order to carry out feasible and appropriate data validation, cleansing or updating of your own legally acquired client database. For example, (just for illustration) if you have a data file that reads [Jane Doe | Acme Computers | [email protected]] you can utilize our Output Data to upgrade that file to read [Jane Doe | Acme Computers Limited | [email protected]].
(ii) according to explicit consent issued by the data subject of the Output Data, adequate for complying with the GDPR consent requirements.
(iii) for other goals that you have determined are required to pursue your legal interests in the context of business-to-business contacts, as well as in accordance with the GDPR and all legislative requirements. For example, you may have to get permission prior to "prospecting" via the phone, fax or email in case you utilize the Output Data to get in touch with given or potential business partners.

You acknowledge and agree that you are the data controller and we are the data processor when you receive or utilize European Output Data, in the same meaning those terms are used under the GDPR. You will get all necessary consents from each data subject (such as the people in your client database) (or set different basis for processing the Output Data, if applicable), ensure that all necessary data subject rights are available, and observe all other conditions of the GDPR and other European data protection laws that apply to data controllers.

You further consent that you will not provide us any Submitted Data pertaining to any European Data Subjects unless the data subject of that Submitted Data has given you their legally acceptable authorization to do so.

To the extent that any Customer Personal Data is processed by SoftwareOfficial Inc (as set forth in the SoftwareOfficial Inc Data Processing Agreement) to which relevant European data protection rules and the European General Data Protection Regulation (GDPR) apply, on Customer’s behalf, in the delivery of the services hereunder, the provisions of the SoftwareOfficial Inc Data Processing Agreement, which are included by reference hereby, shall be in force. For those clients who reside in the European Union, UK, Switzerland, or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, supplementary to the Data Processing Agreement, with SoftwareOfficial Inc, ensuring sufficient protection remedies for personal data processed by us according to this Agreement and in compliance with the provisions of our Data Processing Agreement shall apply.

Any separate agreement or conditions that we may enter into with you concerning any data licensed from you to us or from us to you are superseded and taken precedence over by the given Section 13.

Necessary permissions and consents from consumers. For specific types of personal data marketing or processing, additional consents, statements, and permits may be needed in particular jurisdictions or countries. Customer acknowledges that, although Provider aims to comply with his or her own legal obligations, Provider has not assumed any rights or agreements on Customer's behalf: thus, to the extent that provision of statement or consent from Customer for marketing to any person or processing personal information thereof may be required by certain legislation or regulation (in addition to Provider), Customer agrees that Customer shall obtain on his or her own behalf such statements or consents.

Privacy policy

You agree to the data collection, use, disclosure, and other handling practices specified in our Privacy Policy, which we reserve the right to periodically modify.

Our right to monitor the service

We, or service providers cooperating with us, may check the Service for any lawful business goal, including to check that these Terms are being observed or to assess how the access to or use of Service is carried out. We are the only and final arbiter as to whether the Service is being misused or these Terms are being breached. We reserve the right to instantly and without prior warning terminate your account, Service access, and any Output Data if we suspect that you have failed to comply with the given Terms (or any law). In such circumstances we may additionally seek civil, criminal, or injunctive remedies to uphold the law and the given Terms of Service, at our sole discretion and without any obligation.

Representations and warranties disclaimer

THE SERVICE IS USED AT YOUR OWN RISK. THE SERVICE TOGETHER WITH THE OUTPUT DATA IS DELIVERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DISCLAIM BOTH EXPRESS AND IMPLIEDWARRANTIES AND REPRESENTATIONS, IN RELATION TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (1) OF MERCHANTABILITY OR SUITABILITY FOR A SPECIFIC GOAL, (2) OF INFORMATIONAL CONTENT OR PRECISION, (3) OF NON-VIOLATION, (4) OF PERFORMANCE, (5) OF TITLE, (6) SMOOTH, TIMELY, SAFE, OR UNINTERRUPTED OPERATION OF THE SERVICE, THAT THE SERVICE IS CURRENT AND UPDATED, AND PROVIDES PRECISE DESCRIPTION OF ANYTHING, OR THERE ARE NOVIRUSES OR OTHER MALICIOUS COMPONENTS, (7) THAT ALL DEFICIENCIES OR MALFUNCTIONS IN THE SERVICE WILL BE ELIMINATED, (8) THAT THE SERVICE IS COMPATIBLE WITH THE SPECIFIC HARDWARE OR SOFTWARE PLATFORM, OR (9) THAT THE TERMS OF SERVICE WILL BE ENFORCED AGAINST OTHERS TO YOUR SATISFACTION. EFFORTS BY SoftwareOfficial INC TO AMEND THE SERVICE SHALL NOT BE CONSIDERED ASWAIVER OF THE GIVEN LIMITATIONS OR ANY OTHER PROVISION OF THE GIVEN SERVICE TERMS. The disclaimer of implied warranties may be prohibited or restricted by certain jurisdictions – in those states, the said warranties will be disclaimed only to the fullest extent allowed by law.

Liability limitation

IN NO EVENT WILL ANY OF THE PARTIES OR THEIRRESPECTIVE OFFICERS, EXECUTIVES, AGENTS, WORKERS, REPRESENTATIVES, AFFILIATED PERSONS, PARENTS, SUBSIDIARY ORGANIZATIONS, SUBLICENSEES, SUCCESSORS AND ASSIGNS, THIRD PARTY CONTRACTORS, AND ASSOCIATED PARTIES BE LIABLE TO THE OTHER PARTY FOR ANY INCOME LOSSES, LOSS OF USE, LOSS OF INFORMATION AND DATA, DISRUPTION OF BUSINESS, OR ANY INDIRECT, INCIDENTAL, SPECIAL OR RESULTING DAMAGES CAUSED BY OR IN ANY WAY RELATED TO THE USE OF THE SERVICE, OUTPUT DATA OR WITH THE DELAY OR IMPOSSIBILITY TO USE SAME, OR FOR ANY VIOLATION OF SECURITY, OR FOR ANY CONTENT, GOODS, AND SERVICES OBTAINED VIA OR DISPLAYEDON THE SERVICE, OR OTHERWISE ORIGINATING FROMTHE USE OF SAME, WHETHER BASED ON AGREEMENT, TORT, STRICT OBLIGATION, REGULATION, COMMON LAW PRECEDENT OR OTHERWISE, EVEN IF THE CORRESPONDING PARTY HAS BEEN ADVISED OF THE POTENTIAL DAMAGES AND EVEN IF SUCH DAMAGES ARISE FROM A PARTY’S ENTITY’S NEGLIGENCE OR GROSS NEGLIGENCE. IN NO CASE MAY EITHER PARTY’S CUMULATIVE LIABILITY FOR ANY CLAIM ONTHE SERVICE (EXCEPT OF OBLIGATIONS RELATED TO PAYMENT OR COMPENSATION OF DAMAGES) EXCEED THE TOTAL OF THE SUM PAID BY ONE OF THE PARTIES TO ANOTHER ONE DURING THE PRIOR 12 MONTHS. FURTHER DISCLAIMERS BY SoftwareOfficial INC MAY APPEAR WITHIN THE SERVICE AND BY REFERENCE THEY MAY BE INCLUDED HEREIN. TO THE EXTENT THESE KIND OF DISCLAIMERS PLACE BIGGERLIMITATIONS ON THE SERVICE USE BY YOU OR THE MATERIAL ENCLOSED THEREIN, SUCH BIGGERLIMITATIONS SHALL APPLY. The provisions of the given section might not apply to you since certain jurisdictions restrict or prohibit the limitation of responsibility in contracts. In cases where these laws apply, the SoftwareOfficial Inc Entities' responsibility would be limited to the maximum extent allowed by law.

Class action waiver, arbitration and applicable law

WE ASK YOU TO CAREFULLY READ THIS SECTION. IT MAY ESSENTIALLY AFFECT YOUR LEGAL RIGHTS.

1. Arbitration and class-action waiver

1. Federal arbitration act. You acknowledge that the Federal Arbitration Act will apply to the interpretation and fulfillment of these arbitration provisions and that the given Terms of Service affect interstate commerce.
2. Initial dispute settlement. The majority of disputes may be settled without taking it to court. Excluding the lawsuits or arbitrations seeking injunctive relief from claimed intellectual property infringement, you and we agree to undertake reasonable efforts to resolve any dispute or claim, and good faith negotiations shall be a precondition to either party launching lawsuit or arbitration. You consent to contacting our support team to launch this procedure. Otherwise, we may get in touch with you using the most recent information we have about you.
3. Binding arbitration. We both consent to have any and all disagreements, claims, or disputes arising out of, referring to, or resulting from (1) your relationship with us, (2) these Terms of Service, (3) all other components of the Service, resolved by arbitration if we are unable to come to an acceptable resolution within ten (10) days of the time informal dispute settlement is started under the abovementioned Initial Dispute Settlement provision. All claims or disputes that may lawfully be arbitrated are intended to be subject to arbitration in accordance with these Terms of Service, with the exception of those that, pursuant to provisions of these Terms of Service, are specifically exempt from Section 18.
4. Governing arbitration rules. All claims that are subject to arbitration shall be eventually resolved through binding arbitration governed by JAMS in compliance with the JAMS rules in force at the time the arbitration is commenced, except for any rules or procedures which would allow class or other representative actions. Exclusive authority to settle any dispute arising out of or associated with interpretation, enforcement, formation or applicability of the given Terms of Service including but not limited to any claim that the given Terms of Service (like in this Section 18) are fully or partially void or voidable, or whether arbitration may apply to the claim, belongs to arbitrator, and not any state, federal or local agency or court, except that the arbitrator shall not be given jurisdiction to decide whether the claim may be brought as a class action or of part of another representative action, since only a court may resolve disputes over the validity or applicability of the Class Action Waiver section below, Section 18(A)(v). The arbitrator shall have the authority to give any relief that would be allowed by law or equity in a court. The arbitrator's decision shall be in writing, it shall be legally binding on the parties, and shall be entered as a judgment in any court with appropriate jurisdiction. Unless there are contradictory regulations at www.jamsadr.com, you must do the following to commence arbitration: (A) Compose a Demand for Arbitration that includes the claim description and the amount of damages you request to be compensated. A copy of a Demand for Arbitration can be found at www.jamsadr.com; (B) Send three copies of the Demand for Arbitration, as well as respective filing fee, to JAMS, Two Embarcadero Center, Suite 1500, San Francisco California 94111.

We will cover any extra costs to the extent that the filing fee for the arbitration is more than the cost of bringing a lawsuit. We will cover all actual filing and arbitrator charges for the arbitration if the arbitrator determines it is not frivolous, so long as your claim does not seek more than $75,000. Except where prohibited by law, the arbitrator may award the prevailing party attorneys' fees and expenses, as well as any other remedies provided for by applicable law. The parties are aware that they would be eligible to sue in court and seek a jury trial in the absence of this required provision. Furthermore, they are aware that the right to discovery may be more restricted in arbitration than in court and that, in some cases, the fees for arbitration may be higher than the costs of litigation.

Any appropriate venue within the United States that is convenient for you may hold arbitration if you are a resident of the country. For those people who reside outside the US, arbitration shall be commenced in Kent County, Delaware, United States of America, and you and we consent to submit to the personal jurisdiction of any court in Kent County, Delaware, for compelling arbitration, staying legal actions pending arbitration, or to affirm, change, vacate, or render decision on the award that was entered by the arbitrator.

1. Waiver of Class Action. The parties expressly waive their right to bring a class action, seek class-based relief, or join or participate in a class action. They further consent that the arbitration will only be carried out in personal capacities thereof and not as a class or other representative action. SoftwareOfficial INC AND YOU AGREE THAT BOTH OF YOU MAY FILE CLAIMS AGAINST EACH OTHER ONLY IN YOUR OR OUR PERSONAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY IMPLIED CLASS OR REPRESENTATIVE PROCEEDING. The provisions of Sections 18(A) and 18(B) shall be considered null and void in their full extent, and the parties shall be considered not to have consented to arbitrate disputes, if for any reason the relevant decision-maker finds that the waiver against class and representative actions indicated in this paragraph is voidable or unenforceable or that an arbitration may proceed on a class or representative basis.
2. 30-day right to opt-out. By sending a written notice of your intention to opt-out to our support team with the subject line "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT," you have the right to do so and not be obligated by this version of Section 18. The said notice shall be sent within thirty (30) days of the first date on or after May 25, 2018 that you consent to any version of the given Terms of Service which include this version of Section 18. You will be obliged to arbitrate disputes in line with the provisions of this Section 18 if you do not opt-out. You are entitled to consult a lawyer of your choice about this Section 18. You are aware that if you implement your right to refuse to opt-out of coverage pursuant to this Section 18, you won't face any form of retaliation. If you decide to opt-out of Section 18, it won't be bounding for us in its disputes with you as well.
3. Amendments to this Section. Any amendments to this Section will be reported by SoftwareOfficial Inc (60) days in advance. The amendments will take effect on the sixtieth (60th) day and will only be prospectively applicable to claims submitted after that date. This subsection on "Amendments to this Section" shall be severed from Section 18 and the court or arbitrator shall enforce the first Arbitration and Class Action Waiver section you consented to, if a court or arbitrator (in either case, with the power to make such ruling) finds that this subsection is not enforceable or valid.
4. Survival. Any termination of these Terms of Use shall not affect this Section 18.

2. Limitations on this agreement to arbitrate

Section 18 (Waiver of arbitration and class action) shall be limited as follows:

1. Claims on Intellectual Property. Regardless of the parties' decision to arbitrate all disputes, each of the Parties may file a lawsuit to defend its copyrights, patents, moral rights, brand names, and trade secrets in a state or federal court or with the U.S. Patent and Trademark Office on an individual basis (not as class action or representative action), but not to protect its confidentiality or publicity rights.
2. Court for small claims. Despite the parties' decision to arbitrate all disputes, each of the Parties may seek relief on individual basis (not as a class or representative action) in a court for small claims in regard to disputes or claims that are under that court's authority.

3. Governing law

The laws of the State of Delaware, without regard to conflict of law terms thereof, shall govern the Terms of Service and your relationship with SoftwareOfficial Inc in all matters. All claims or disputes that one of us may have against the other and that are not subject to arbitration shall be settled by a court situated in Kent County, Delaware (or, when Section 18(b)(ii) applies, by a court for small claims situated elsewhere in the United States). In order to litigate any such claims or disputes that are not subject to arbitration, each of us consent to submit to the personal jurisdiction of the courts situated within Kent County, Delaware (or when Section 18(b)(ii) applies, a court for small claims situated elsewhere in the United States).

Indemnification

You consent to indemnify and protect SoftwareOfficial Inc, its officers, directors, employees, agents and contractors, as well as its licensors, suppliers and service providers, from and against any loss, obligation, claim, demand, harm, expenses, and expenditures, including reasonable lawyers' fees and costs (collectively, "Claims"), arising out of or in relation with: (1) use of Website or Service by you; (2) your violation of the given Terms of Service; or (3) Your infringement of any relevant legislation or any third party rights. SoftwareOfficial Inc will be entitled, but not obligated, to take part via attorney of its choice in any defense by you of any claim with regard to which you are required to indemnify, protect or hold harmless SoftwareOfficial Inc. Without our prior written approval, you may not resolve any claims in a way that might impose responsibility upon SoftwareOfficial Inc. The third-party beneficiaries of this clause are the members of the business family of SoftwareOfficial Inc and their respective partners, agents, workers, advertisers and contractors. There are no other third-party beneficiaries of the Terms of Service besides them.

Other

a. Complete consent and understanding. The given Terms of Service Provision shall be the full and exclusive consent and understanding for you with respect to the Service, in addition, any and all prior oral or written consents and understandings between us and you concerning such topic shall be superseded and replaced by the given Terms, provided that all conflicting clauses in the given Terms shall be governed and superseded by any express amendment in an Order Form. It won't be regarded as a waiver if we (or you) choose not to enforce any clause of the given Terms.

b. Relationship between you and us. Our relationship with you shall be that of third-party contractors, and nothing in the given Terms of Service may be used to produce or imply any different relationship such as a partnership or an employer/employee or company.

c. Assignment and waiver. SoftwareOfficial Inc reserves the right to assign these Terms at discretion thereof. These Terms (or our license provided to you herein) may not be fully or partially assigned, sublicensed, or transferred to any other entity. No waiver of each party's liability or right shall be valid unless it is in writing, exercised by the part against whom it gets exercised.

Account safety

With regard to safety, we make no guarantees or representations. Despite our safety precautions, it is still possible for unauthorized people to access your data, for example by using tools for web-scraping (even though we do not authorize and actually prohibit those actions).

Customer users shall be in charge of using solely encrypted connections to access Company systems, networks, or applications.
Customer users shall be in charge for keeping updated OS (operating system) patching and active antivirus programs on the end-user appliances that are used for connecting to the Company environment.
Customers shall be in charge for making sure that all dismissed employees' access to the Company application is terminated within 24 hours of the dismissal.
Customers shall inform the Company of safety incidents that might have an impact on the Company (for example, Company application user with unsecure credentials, lost or stolen laptop of a Company user, partner network insecurity including virus worm or ransomware, etc.) within 72 hours.
User IDs and passwords that are used for accessing Company systems must always be kept private by Customer users. Customer consents to keep proprietary information and intellectual property of the Company confidential.
Software for finding vulnerabilities is run by SoftwareOfficial Inc. Please contact our support team if you believe there may be vulnerability with our services, and we will study those cases.

Linked services

The Service may link to or directly be located on third-party websites and services that are not under our control or ownership. The Service might occasionally make content or embedded links from these services available, such as for promotions or data hosted by a third-party site. We are not responsible for any such third-party websites, content or services. In case you display, access or in other way interact with any such services, websites or content, you are the one to bear risks for doing so and you consent that we have no responsibility arising from that access.

Termination

If the other party materially violates any of the terms or conditions of this Agreement and does not redress such material violation within thirty (30) days of receiving a written notice that reasonably defines the violation (or ten (10) days in case of failure to pay), either party may, in addition to all other remedies it may have, rapidly end this Agreement. Moreover, (a) for paid subscriptions, we may end this Agreement at any time by giving you at least thirty (30) days' prior notice in writing; and (b) for unpaid accounts only, each of the parties may end this Agreement, effective immediately, by providing the other party notice in writing. In the case of paid subscriptions, the Customer shall be obliged to for pay the full amount up to and including the final day the service is rendered.

Legal notices will be sent to you through any means of our choice that are reasonable for doing so, including without limitation through the Service or to the email or other address you have given us.

You will no longer be permitted to use the Website or Services once this Agreement ends. The Sections 7-9, 10, 11, 15-19, and 22-23 of this Agreement will stay in force after termination.

Severability

The validity or enforceability of remaining clauses of these Terms will not be affected if any other clauses are found by a court to be invalid, illegitimate, or unenforceable; rather, each clause shall be viewed as separate, severable, and distinct from the others.

Force majeure

Neither party to the given Terms shall be considered liable for its failure to implement or delay in implementation under the given Terms (or any Order Form) if the mentioned delay or failure is out of its control, such as if caused by internet or telecommunications issues, strikes or labor disputes, shortages of or incapacity to obtain labor, energy, or supplies, terrorism, war, riot, acts of God or governmental action, natural disasters, including earthquakes, floods and hurricanes, acts by hackers or other harmful third parties and issues with the Internet in general, and such implementation shall be excused to the extent that it is hindered or delayed by reason of any of the aforementioned.