If you are entering this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms "you", "your" or "Customer" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, do not accept this Agreement or use the Service.
We hereby grant you a non-exclusive, non-transferable, non-sublicensable, perpetual license to use our services, and our software (hereinafter “Service”) for the uses or for your needs or requirements as determined by you.
You acknowledge that the Service and the structure, organization and source code of the Service constitute valuable trade secrets of ours. The license rights granted in this Agreement do not authorize you (nor may you authorize any third party) to: (a) transfer, distribute or disclose our Service, in whole or in part to any third party; (b) sell, lease, modify, enhance, translate or create derivative works of our Service, or incorporate our Services into or with other software; (c) copy the Service, in whole or in part; (d) reverse engineer, reverse assemble, decompile or convert or apply any procedure or process to the Service to ascertain, derive, and/or appropriate for any reason or purpose, the source code, source listings, design, architecture, logic or algorithms for the Service, or any trade secret information or process contained in the Service (except to the extent that such acts may not lawfully be prohibited); (e) work around any technical limitations in the Service; (f) disclose the results of any system performance metrics or benchmarking of the Service, or use such results for its own competing software development activities; or (g) alter, change or remove any proprietary notices or confidentiality legends placed on or contained within the Service.
3.) Reservation of Rights
Your rights in the Service are limited to those expressly granted in this Agreement. We reserve all rights and licenses not expressly granted to you under this Agreement. The Service provided hereunder is licensed and not sold.
4.) Support and Maintenance
Except as expressly specified herein, we do not provide any support or subscription services for the Service under this EULA. Although we may occasionally provide them to you, you have no rights to any updates, upgrades or extensions or enhancements to the Service developed by us.
5.) Account Setup / Email on file
We will setup your account after we have received payment via Paypal. It is your responsibility to provide us with an email address. If there is ever a payment issue or we need to contact you, the primary email address on file will be used for this purpose. It is your responsibility to ensure the email address on file is current or up to date at all times. It is your responsibility to ensure that the contact information for your account is correct and up-to-date. CPA2GO is not responsible for a denied payment due to outdated payment information being associated with the account. If you need to verify or change this information, or if you suspect there has been unauthorized access by others, you should contact our sales team via email at support@CPA2GO.com. Providing false contact information of any kind may result in the termination of your account.
The credit card holder or owner of the PayPal e-mail address which is utilized for payment on the account is designated as the authorized owner of the account.
Third Party Providers
All transactions with third party providers are solely between you and the individual provider. CPA2GO is not the agent, representative, trustee or fiduciary of you or the third party provider in any transaction. The answers provided by CPA2GO third party provider is provided under license with such contracted third party providers, and the use of any such third party advice will be governed by the applicable license agreement, if any, with such third party provider and you.
All discounts, promotions and special third party offers may be subject to additional restrictions and limitations by the third party provider. All transactions with third party providers are subject to the terms and conditions under which the provider agrees with you to provide the goods or services. You should confirm the terms of any purchase and/or use of goods or services with the specific provider with whom you are dealing. We do not make any representations or warranties regarding, and are not liable for, the quality, availability, or timeliness of services provided by a third party provider. You undertake all transactions with these providers at your own risk. We do not warrant the accuracy or completeness of any information regarding third party providers.
All services provided by CPA2GO may only be used for lawful purposes. The laws of the State of Texas and the United States of America apply.
Use of our services to infringe upon any copyright, patent, trademark or other intellectual property rights of others is prohibited. Any account found to be in violation of another’s intellectual property rights may be expeditiously removed, or access to the material disabled at our sole and complete discretion. Any account found to be in repeated violation of the intellectual property rights of others may be suspended and/or terminated from our service at our sole and complete discretion.
We reserve the right to refuse service to anyone. Any material that, in our judgment, is obscene, threatening, illegal, or violates our terms of service in any manner may be removed and the user blocked.
7.) Intellectual Property Claims Against You
Should the Service become, or in our opinion be likely to become, the subject of an infringement claim either against us, you or another one of our users, we will, at our option and expense either: (a) procure the rights necessary for you to make continued use of the affected Software in accordance with this EULA; (b) replace or modify the affected Service to make it non-infringing; or (c) terminate the License to the affected Service and discontinue the related support services, and, upon your certified deletion of the affected Service.
Notwithstanding the foregoing, we will have no obligation under this section or otherwise with respect to any claim based on: (a) a combination of Service with products, software or services other than ours; (b) use for a purpose or in a manner for which the Service was not designed; (c) use of any older version of the Service when use of a newer revision would have avoided the infringement; (d) any modification to the Service made without our express written approval; (e) any claim that relates to open source software or freeware technology or any derivatives or other adaptations thereof that is not embedded by us into the Service; (f) any Service provided on a no charge, beta or evaluation basis. THIS SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY AND OUR LIABILITY FOR ANY INFRINGEMENT CLAIMS OR ACTIONS.
8.) Payment Information
You agree to supply appropriate payment for the services received from CPA2GO via Paypal. Subject to all applicable laws, rules, and regulations, all payments will apply to the oldest invoice(s) in your billing account.
As a client of CPA2GO, it is your responsibility to ensure that your payment information is up to date. No refunds can be given, once a service is given. All sales of services are final. If you require assistance with this provision, please contact sales@CPA2GO.com.com.
CPA2GO reserves the right to change the per call payment amount and any other charges at anytime.
9.) Backups and Data Loss
Your use of this service is at your sole risk. Our backup service runs instantaneously, overwrites any of our previous backups made. This service is provided to you as a courtesy. CPA2GO is not responsible for files and/or data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backup of files and data supplied to CPA2GO.
CPA2GO reserves the right to cancel, suspend, or otherwise restrict access to the account at any time with or without notice.
Violations of the Terms of Service will waive the refund policy.
11.) Price Change
The amount you pay for CPA2GO services may increase from the date of purchase without notice. We reserve the right to change prices listed on CPA2GO.com, and the right to increase or decrease the amount of services provided at any time.
Discounts and coupon codes are reserved for first-time accounts *or first-time customers* only and may not be used towards the purchase of a service unless otherwise specified. If you have signed up using a particular service, you may not resign up for that service using another coupon at a later date. Any account found in violation of these policies will be reviewed by our sales department and the appropriate invoices will be added to the account. Coupon abuse will not be tolerated and may result in the suspension or termination of the account. Coupons or discounts are only valid towards the initial purchase, and do not affect the renewal or recurring price.
Customer agrees that it shall defend, indemnify, save and hold CPA2GO harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against CPA2GO, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, its agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless CPA2GO against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with CPA2GO; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any improper advice given to customers from CPA2GO third party providers.
14.) Arbitration and Dispute Resolution
By using any CPA2GO, you agree to submit to binding arbitration. If any disputes or claims arise against CPA2GO or its subsidiaries, such disputes will be handled by arbitration. An arbitrator from the American Arbitration Association or the National Arbitration Forum will be selected in the State of Texas where the arbitration will take place. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. All decisions rendered by the arbitrator will be binding and final. The arbitrator's award is final and binding on all parties. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration Clause. Notwithstanding anything herein, we reserve the right to seek injunctive or equitable relief in a court without the need for posting bond because the breach of this Agreement may cause irreparable harm to us, the extent of which would be difficult to ascertain without waiving the rights to arbitrate any and all other disputes.
NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR PURSUE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
YOU MAY NOT BRING A CLAIM ARISING UNDER THIS EULA MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES.
15.) Disclaimer and Limitation of Liability
SOME JURISDICTIONS DO NOT ALWAYS ENFORCE CLASS ACTION OR JURY WAIVERS, AND MAY LIMIT FORUM SELECTION CLAUSES AND STATUTE OF LIMITATIONS PROVISIONS, AS SUCH, ONLY THE LIMITATIONS THAT ARE LAWFULLY APPLIED TO YOU IN YOUR JURISDICTION WILL APPLY TO YOU, AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
CPA2GO shall not be responsible for any damages you may suffer. CPA2GO makes no warranties of any kind, expressed, statutory or implied for services we provide which are provided “as is.” CPA2GO disclaims any warranty or merchantability or fitness for a particular purpose or that our services will be provided without interruption, error free or free of harmful components, or that any of your data or content will be secure or not lost or damaged. We are not responsible for loss of data resulting from delays, no deliveries, wrong delivery, or service interruptions.
WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) TERMINATION OR SUSPENSION OF THIS AGREEMENT (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES OFFERED, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE EULA, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICES PROVIDED, IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.
YOU EXPRESSLY WARRANT AND REPRESENT THAT NO PROMISE, AGREEMENT, REPRESENTATION INDUCEMENT, OR CONDITION WHICH IS NOT HEREIN EXPRESSED HAS BEEN MADE TO YOU BY US OR ANY AGENT OR REPRESENTATIVE OF OURS IN ENTERING INTO THIS OR SUBSEQUENT AGREEMENTS. YOU FURTHER WARRANT AND REPRESENT THAT YOU ARE NOT RELYING UPON ANY STATEMENT OR REPRESENTATION BY US OR ANY AGENT OR REPRESENTATIVE OF OURS IN ENTERING INTO THIS AGREEMENT WITH US. YOU REPRESENT AND WARRANT YOU ARE RELYING SOLELY UPON YOUR OWN JUDGMENT IN FORMING THIS AGREEMENT, AND YOU UNDERSTAND WE ARE RELYING UPON ALL OF YOUR REPRESENTATIONS, INCLUDING THIS DISCLAIMER OF RELIANCE PROVISION, IN ENTERING INTO THIS AGREEMENT.
16.) Repairs and Maintenance.
It may be necessary for us to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the Service, which may temporarily degrade the quality of the Service or result in a partial or complete outage of the Service. We provide no assurance that you will receive advance notification of such activities or that the Service will be uninterrupted or error-free.
YOU AGREE THAT THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE THIRD PARTY PROVDIERS, OR TO TRANSMIT INFORMATION, WHETHER OR NOT SUPPLIED BY YOU OR US, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF THE SOFTWARE. WE SHALL NOT BE LIABLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF YOUR ACCESS TO OR USE OF THE SOFTWARE.
17.) Disclosure to law enforcement
CPA2GO may disclose any subscriber information to law enforcement agencies without further consent or notification to the subscriber upon lawful request from such agencies. We will cooperate fully with law enforcement agencies.
18.) Amendments to this Agreement
We reserve the right to amend these terms or even terminate this Service if necessary. We intend to be transparent and notify you of any material changes so you can decide whether you want to continue using our service.
19.) Customer Data
In performing the Services, we may have to obtain, receive, or collect data or information, including user-specific data (collectively, the "Data"). In such cases, you grant us a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce, or create derivative works of the Data solely to facilitate the performance of Services by us or your use of the Service. In addition, you grant us a license to aggregate the Data for use in an anonymous manner in support of our marketing and sales activities. You also grant us the right to copy and maintain such material and content on our servers (or the servers of its suppliers) during the term of this Agreement.
You hereby grant us, or an agent designated by us, the right to perform an audit of your use of the Service during normal business hours; you agree to cooperate with us in such audit; and you agree to provide us with all records reasonably related to your use of the Software. The audit will be limited to verification of your compliance with the terms of this Agreement.
21.) Independent Contractor Relationship; Assignment; Subcontracting
The parties are independent contractors. Neither party will have any rights, power, or authority to act or create an obligation, express or implied, on behalf of another party except as specified in this Agreement. We have the right to assign, subcontract, or delegate in whole or in part this Agreement, or any rights, duties, obligations or liabilities under this Agreement, by operation of law or otherwise, provided that we shall remain responsible for the performance of Services under this Agreement. Otherwise, neither party may assign this Agreement without the permission of the other.
22.) Force Majeure
Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, or the intervention of any governmental authority (a "Force Majeure" ). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party's time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than 30 days, then the other party may immediately terminate, in whole or in part, this Agreement or the applicable Service Agreement by giving written notice to the delayed party.
Whether this Agreement is terminated or otherwise expires, Sections 10 (Cancellation); 14 (Indemnification); 14 (Arbitration and Dispute Resolution); 15 (Disclaimers and Limitation of Liabilities); 17 (Disclosure to Law Enforcement); 19 (Customer Data); 20 (Audit) and 24 (General Terms) will all survive termination of this EULA.
24.) General Terms.
The waiver of a breach of any provision of this EULA shall not constitute a waiver of any other provision or any subsequent breach. If any provision of this EULA is held to be illegal, invalid or unenforceable, the provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of this EULA will remain in full force and effect. The headings of sections of this EULA are for convenience and are not to be used in interpreting this EULA. As used in this EULA, the word ‘including’ means “including but not limited to.” Other than as expressly set out in this EULA, this EULA does not create any rights for any person who is not a party to it, and no person who is not a party to this EULA may enforce any of its terms or rely on any exclusion or limitation contained in it.
25.) Entire Agreement.
This EULA, including accepted orders and any amendments hereto, contain the entire agreement of the parties with respect to the subject matter of this EULA and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof.