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 Software-HQ.net 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 Software-HQ.net at firstname.lastname@example.org and not the software owners.
Subject to Your compliance with the terms and conditions of this Agreement, Software-HQ.net 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 Software-HQ.net 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.
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 Software-HQ.net immediately on any unauthorized use of Your account, user name, or password. Software-HQ.net 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 Software-HQ.net, 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 Software-HQ.net if any credit card that You have provided to us is lost, stolen or used without permission.
The Website is linked with the websites of a number of third parties (“Third-Party Websites”), some of whom have established relationships with Software-HQ.net and some of whom do not. Software-HQ.net does not have control over the content and performance of Third-Party Websites. SOFTWARE-HQ.NET 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, SOFTWARE-HQ.NET 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. SOFTWARE-HQ.NET 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.
By becoming a Member and using the Services, You thereby consent to receive periodic email communications from Software-HQ.net regarding the Services and other matters.
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 Software-HQ.net Parties under this section.
Software-HQ.net 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 Software-HQ.net Parties in providing the Website or Services. Any violation of this section may subject You to civil and/or criminal liability.
You represent and warrant that Your use of the Website and Services will be in accordance with this Agreement and any other Software-HQ.net policies, and with any applicable laws or regulations.
You agree to defend, indemnify and hold harmless Software-HQ.net and its officers, directors, employees, agents, affiliates, representatives, sublicensees, successors, assigns, and contractors (collectively, the “Software-HQ.net 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 Software-HQ.net or any of the Software-HQ.net Parties of information or other data.
The Software-HQ.net 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 Software-HQ.net Parties. You may not settle any Claim without the prior written consent of the concerned Software-HQ.net Parties.
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 Tampa, Florida, and shall be governed by and construed in accordance with the laws of the State of Florida 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 Tampa, Florida. 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.
WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, SOFTWARE-HQ.NET RESERVES THE RIGHT TO, IN SOFTWARE-HQ.NET’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.
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 Software-HQ.net.
You may terminate this Agreement and Your rights hereunder at any time, for any or no reason at all, by providing to Software-HQ.net notice of Your intention to do so, in the manner required by this Agreement.
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, Software-HQ.net may, but has no obligation to, in Software-HQ.net’s sole discretion, delete from Software-HQ.net’s systems all User Content, Your Personal Information and any other files or information that You made available to Software-HQ.net or that otherwise relate to Your use of the Website or Services. Subsequent to termination, Software-HQ.net 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.
If Software-HQ.net, in Software-HQ.net’s discretion, takes legal action against You in connection with any actual or suspected breach of this Agreement, Software-HQ.net will be entitled to recover from You as part of such legal action, and You agree to pay, Software-HQ.net’s reasonable costs and attorneys’ fees incurred as a result of such legal action. The Software-HQ.net 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 Software-HQ.net.
This Agreement constitutes the entire agreement between Software-HQ.net and You concerning Your use of the Websites. This Agreement and any other written agreements executed between You and Software-HQ.net 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 Software-HQ.net or by the unilateral amendment of this Agreement by Software-HQ.net and by the posting by Software-HQ.net of such amended version.
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 Software-HQ.net. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
You and Software-HQ.net are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
Except for the Software-HQ.net Parties as and to the extent set forth in Sections 11, 14, 17 and 20(e), and Software-HQ.net’s licensors and suppliers as and to the extent expressly set forth in Section 15, there are no third-party beneficiaries to this Agreement.
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 Software-HQ.net and Software-HQ.net’s licensors and suppliers, and would therefore entitle Software-HQ.net or Software-HQ.net’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. Software-HQ.net shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Software-HQ.net. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH SOFTWARE-HQ.NET IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY SOFTWARE-HQ.NET OF AN EMAIL TO THAT ADDRESS. You shall give any notice to Software-HQ.net by email sent to email@example.com. Notices to Software-HQ.net shall be deemed effective upon the sending by You of an email to firstname.lastname@example.org.