DebtPayPro Subscription & License Agreement
SUBSCRIPTION TO THIS WEB SOFTWARE IS SUBJECT TO THE TERMS SET FORTH BELOW, INCLUDING BUT NOT LIMITED TO FEES, TERM OF AGREEMENT, SOFTWARE LICENSE TERMS, TERMS OF USE, CUSTOMER REPRESENTATIONS AND WARRANTY STATEMENT.
1. DEFINITIONS
a. “Software” means DebtPayPro Software (“DPP”) with the current functionality provided. It also includes any accompanying instructions, documentation, technical data, images, and other related materials.
b. “Use” means storing, loading, installing, executing, or displaying the Software and use of the Software by way of DPP’s server.
c. “License” means the Software license grant and general license terms set forth herein.
d. “Terms of Service” means any and all prohibitions and restrictions on Use, including any activities engaged in by way of DPP’s server.
e. “Term of Agreement” means the period from the date a subscription is purchased to the date of termination by either the user or DPP.
f. “Subscriber” (sometimes referred to as “you”) means the individual or entity who purchases the subscription under this Agreement.
g. “User” means Subscriber and any entity or individual who uses the Software through Subscriber’s subscription.
h. “This Agreement” means this entire Software Subscription and License Agreement.
i. “Upgrade” means a new release of the Product that includes a substantial new features or capability.
2. SUBSCRIPTION TERMS
a. As part of this subscription, Subscriber receives a License as described below. DPP will provide updates to the Software, such as correction of “bugs” and improvements to existing functionality as they become developed. This subscription automatically includes the right to receive any Upgrades, Reissues or new product releases by DPP without additional cost. With the exception of customization of the software as covered in 2.c.
b. The subscription entitles User to receive limited support as posted at support.debtpaypro.com at the time this Agreement becomes effective.
c. DPP will charge Subscriber the fees set forth in Exhibit A, attached hereto. Depending on additional functionality or support you may require, additional fees may apply. If you purchase this subscription, you are authorizing DPP to immediately debit your business checking account via the ACH first monthly and setup fee and to debit your business checking account each month or year thereafter in approximately 30 day or 365 day intervals. If for any reason any of our charges for these fees are rejected or refused by your bank, this Agreement and your subscription and license to Use the Software will automatically terminate after written notice to cure within 30 days. It is your sole responsibility to ensure that payment is made and to notify DPP (via support@debtpaypro.com) of any different billing instructions if you cancel or wish to change the business checking account for our billing purposes.
d. DPP will discontinue billing your business checking account for any months (or years) after the month (or year) in which termination occurred. We will not pro-rate or refund any fees paid for the month (or year) in which termination occurred.
e. DPP may terminate the subscription and Software License only with 30 days prior written notice to User citing the reasons for this failure to comply with any terms of this Agreement, including Software License terms or Terms of Use, and an opportunity for Subscriber to cure the failure to comply. Immediately upon termination, User will no longer have any right to Use the Software.
f. Subscriber may not assign or transfer this Agreement. Any such attempted assignment or transfer will be null and void. DPP may terminate this Agreement in the event of any such attempted assignment or transfer.
g. By accepting this Agreement and purchasing this Subscription, Subscriber represents and warrants that, if a natural person, Subscriber is at least 18 years of age and/or is otherwise legally able to enter into a binding contract.
h. Cancellation may be effected by following the procedures posted on our Web Site (www.debtpaypro.com) at the time you wish to cancel.
3. LICENSE GRANT AND TERMS
a. During the Term of Agreement, subject to continuing payment of monthly fees as set forth herein and to compliance with Terms of Service and the Software License, Subscriber will have a license that entitles at least a single user to login and Use the Software. If Subscriber allows another individual to login or Use the Software, Subscriber will be liable for compliance with this Agreement, and for any violations by that user of the Terms of Use or Software License.
b. The Software License confers no title or ownership and is not a sale of any rights in the Software. User is granted only the right to Use the Software without right of sublicense.
c. User must retain all patent, copyright notices and other proprietary legends in or on the original Software. User may not remove from the Software, or alter, any of the DPP trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Software.
d. User may not modify, reverse engineer, disassemble, decompile or otherwise attempt to access or determine the source code of the Software, copy, reproduce or distribute the Software in any way in whole or in part or create any derivative work based on the Software. Any use of these materials on any other website or networked computer environment for any purpose is prohibited. The Software is copyrighted and any unauthorized use of it is prohibited. If User breaches any of these terms, the License to Use the Software automatically terminates and User must immediately destroy any downloaded or printed materials. Legal action may be taken at the discretion of DPP.
e. User may not export or re-export this software or any copy or adaptation in violation of any applicable laws or regulations.
f. User agrees that Software contains proprietary information including trade secrets, know how and confidential information that is the exclusive property of DPP. During the period this Agreement is in effect and at all times after its termination, User and its employees and agents shall maintain the confidentiality of this information and not sell, license, publish, display, distribute, disclose or otherwise make available this information to any third party nor use such proprietary information concerning the Software, including any flow charts, user manuals and screens, to persons not an employee of Subscriber without the prior written consent of DPP.
4. WARRANY AND DISCLAIMERS AND LIMITATIONS
DPP warrants to Subscriber that the Software will operate without interruption, except as provided below and experience an up time of 98%, not including scheduled shut downs for maintenance purposes. To the extent there is an unscheduled interruption of service availability, DPP will use commercially reasonable effort to restore the Software to full operation.
b. TO THE EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED FOR THE WARRANTY PROVIDED ABOVE, THIS SOFTWARE AND THE ACCESS TO OUR SERVER ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, DPP. SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE, ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR PURPOSE, THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DPP OR DPP’S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. DPP DOES NOT REPRESENT THAT ITS SERVER WILL BE AVAILABLE AT ALL TIMES OR WILL BE FUNCTIONING PROPERLY WHEN YOU OR OTHERS WISH TO ACCESS THE FUNCTIONALITY OF THE SOFTWARE. OUR SERVER MAY BE UNAVAILABLE AT TIMES FOR MAINTENANCE OR FOR A VARIETY OF OTHER REASONS. WE ARE NOT LIABLE TO YOU FOR ANY PERIODS OF UNAVAILABILITY AND YOU WILL NOT BE ENTITLED TO ANY REFUNDS FOR THOSE PERIODS WHEN THE SERVER IS NOT AVAILABLE OR IS NOT FUNCTIONING PROPERLY, UNLESS SUCH UNAVAILABILITY EXCEEDS ONE DAY. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAWS.
c. EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL DPP OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFIT, LOST DATA, OR DOWNTIME COSTS), ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE, WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR NOT DPPWAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DPP’S AND ITS SUPPLIERS’ ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE, AT DPP’S OPTION FROM TIME TO TIME EXERCISED SUBJECT TO APPLICABLE LAW, (A) RETURN OF THE PRICE PAID (IF ANY) FOR THE PRODUCT, OR (B) REPAIR OR REPLACEMENT OF THE PRODUCT.
c. NOTE, EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY TERMS DO NOT EXCLUDE, RESTRICT OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORY STATUTORY RIGHTS APPLICABLE TO THE LICENSE OF THE SOFTWARE TO YOU; PROVIDED, HOWEVER, THAT THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY DISCLAIMED AND SHALL NOT GOVERN OR APPLY TO THE SOFTWARE PROVIDED IN CONNECTION WITH THIS WARRANTY STATEMENT.
d. DPP DOES NOT PROMISE THAT THE SOFTWARE WILL FUNCTION ON OR BE COMPATIBLE WITH YOUR DEVICE. DPP DOES NOT PROMISE OR WARRANT THAT YOUR DEVICE WILL BE COMPATIBLE WITH THE FUNCTIONALITY AVAILABLE THROUGH OUR SERVER. IT IS USER’S SOLE RESPONSIBILITY TO ENSURE THAT USER’S DEVICE AND INTERNET ACCESS ARE COMPATIBLE WITH THE SOFTWARE AND THE SERVER FUNCTIONALITY.
5. GENERAL PROVISIONS
a. This Agreement and any disputes arising hereunder shall be governed by the laws of The State of California, United States, without regard to conflicts of laws principles. User hereby expressly consents to the jurisdiction and venue in The State of California, United States over any disputes arising from or related in any manner to this Agreement.
b. If any term or provision herein is determined to be illegal or unenforceable, the validity or enforceability of the remainder of the terms or provisions herein will remain in full force and effect. Failure or delay in enforcing any right or provision of this Agreement shall not be deemed a waiver of such right or provision with respect to any subsequent breach. Provisions herein which by their nature extend beyond the termination of any license of Software will remain in effect until fulfilled.
c. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. User’s additional or different terms and conditions will not apply. This Agreement may not be changed except by an amendment signed by an authorized representative of each party.
d. DPP reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.
Violation of any of the Terms of Service will result in the termination of your Account. While DPP prohibits such conduct and Content on the Service, you understand and agree that DPP cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. You agree to use the Service at your own risk.
6. ACCOUNT TERMS
You must provide your legal full name, company, address, phone number and a valid email address, and any other information requested in order to complete the signup process.
Unless agreed upon in writing by DPP, your login may only be used by one person – a single login shared by multiple people is not permitted. You may create separate logins for as many people as you’d like.
You are responsible for maintaining the security of your account and password. DPP cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account).
You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
7. PAYMENTS, REFUNDS, UPGRADING, DOWNGRADING
A valid open business checking account is required for paying accounts. Subscriber consents to and authorizes Debt Pay Pro to debit its bank account for the items, prices and periods set forth on the Exhibit A of Subscribers agreement.
The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made unless the cause of interrupted service is a direct result of DPP.
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.
For any upgrade or downgrade in plan level, your business checking account that you provided will automatically be charged the new rate on your next billing cycle.
Downgrading your Service may cause the loss of Content, features, or capacity of your Account. DPP does not accept any liability for such loss. However, DPP will take every possible step to ensure NO customer data is lost if User decides to change their Service.
8. CANCELLATION AND TERMINATION
You are solely responsible for properly cancelling your account. A cancellation request must be submitted in writing by an authorized representative of Subscriber.
If User decides to cancel their account with DPP, DPP will backup ALL of User’s Content on hard disk, DVD disc or any other format that can easily be transferred back to User and loaded into another firm’s debt settlement software. Subscriber will have a minimum of 90 days after subscriber’s cancellation date to retrieve any and all data stored on DPP’s system. DPP also agrees they will never retain user’s data for their own purposes and that any and all data Subscriber had on DPP system will be given to them immediately upon request.
If you cancel the Service before the end of your current paid up month, your cancellation will take effect immediately and you will not be charged again.
DPP, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other DPP service, if there is any uncurable breach of this Agreement or User’s use of the Software place DPP or the Software in material or serious legal, technical or economic jeopardy. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account. DPP reserves the right to refuse service to anyone for any reason at any time. The above statement will only hold true if User violates any state or federal laws. DPP also agrees to NEVER retain User’s content in its account for its own purposes for ANY reason whatsoever once User has terminated its relationship with DPP. Furthermore, DPP also agrees it will not deactivate or delete User account without prior notification and reasoning for deactivation/deletion of Account to User unless DPP receives word from federal or state authorities to do so. Any other suspension or termination of Service requires 30 day prior written notice to User and an opportunity to correct any such violation or breach.
9. MODIFICATION TO THE SERVICE AND PRICES
DPP reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with 30 day prior written notice to User and the right to cure, if curable.
Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days notice from us.
DPP shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
10. COPYRIGHT AND CONTENT OWNERSHIP
We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, by setting your pages to be shared publicly, if pages are set for public sharing, you agree to allow others to view and share your Content.
DPP does not pre-screen Content, but DPP and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service following written notice to User.
Subject to the confidentiality restrictions outlined below, DPP and its subsidiaries, specifically DebtPayGateway, Inc, have access to the Content you provide within your account.
DPP agrees to maintain in confidence all Content provide to the Service or uploaded to the Software. In no event will DPP disclosure the Content to any third party or use the Content for any purpose other than providing the Service. Any party having access to the Content will be subject to the obligation to maintain the confidentiality of the Content.
All rights to Content reserved by User. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from DPP.
11. GENERAL CONDITIONS
Your use of the Service is at your sole risk.
Technical support is provided to paying account holders and will be available by phone and via email. User will be entitled to at least 10 hours of phone support per calendar month and unlimited email support at no additional charge until termination of this contract by User.
You understand that DPP uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
You must not modify, adapt or hack the Service or modify another web site so as to falsely imply that it is associated with the Service, DPP, or any other DPP service.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service or access to the Service without the express written permission by DPP.
We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any DPP customer, employee, member, or officer will result in immediate account termination.
You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
You must not upload, post, host, or transmit unsolicited email, SMS’, or “spam” messages.
You must not transmit any worms or viruses or any code of a destructive nature.
DPP does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
You expressly understand and agree that DPP shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if DPP has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
The failure of DPP to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and DPP and govern your use of the Service, superseding any prior agreements between you and DPP (including, but not limited to, any prior versions of the Terms of Service).
Questions about the Terms of Service should be sent to support@debtpaypro.com.
