SoftwareProjects Terms & Conditions for Customers

Last Updated: April 28th, 2017

These SoftwareProjects Terms & Conditions (“Agreement”) constitute a legally binding agreement between You and SoftwareProjects Inc. (“SoftwareProjects”). By checking the box stating that you have read and agree to this Agreement as part of your registration with SoftwareProjects, you agree to be bound by this Agreement, including all documents incorporated by reference into this Agreement and any and all updates to this Agreement and such incorporated documents.

1. SCOPE

1.1 SoftwareProjects is an online retailer, engaged in the electronic sales and distribution of software and services, including, without limitation, licenses of software and digital content, eBooks, software as a service, subscriptions, media products, books, supplements and other tangible items (collectively, "Products"). SoftwareProjects additionally provides a proprietary online platform, including without limitation the website located at http://www.softwareprojects.com (the “Site”), the services offered on or through the Site, and any servers, computers or networks used to provide the Site (collectively, the "Services").

1.2 This Agreement includes the SoftwareProjects Privacy Policy for Customers, as amended from time to time, and applies to Your use of the Services, the Site and all purchases of Products made or confirmed through the Site. You understand and agree that this Agreement is legally binding and enforceable against You, and any entity by which You are employed or affiliated and on whose behalf the Products are purchased and/or used. If You are agreeing to this Agreement on behalf of yourself and such entity, You represent that You have the authority to bind the entity to this Agreement. The terms "You" and "Your" refer to you, individually, and to each such entity. You hereby represent and warrant that You have carefully read and understand this Agreement, that You are of legal age under the laws of Your country (e.g., eighteen years of age or older in the European Union and United States), and that You accept this Agreement freely, voluntarily, and with full knowledge and understanding of its terms and conditions.

2. ORDERS

2.1 SoftwareProjects reserves the right to reject all or part of Your order to purchase Products ("Order") at any time and without any liability to SoftwareProjects if, in SoftwareProjects's sole discretion, it is unable to process or fulfill Your Order, it deems your transaction as high risk, or for any other reason. SoftwareProjects shall have the right to reject all or part of an Order even if You receive a notice via the Site that the Order was successfully submitted or completed (or similar language). 2.2 Promptly following the rejection of all or part of Your Order, in the event Your card was already charged for the Order, SoftwareProjects will refund Your payment for the Products included in that Order that were rejected.

2.3 You confirm that all information provided by You when placing an Order is complete, accurate and up-to-date so as to allow SoftwareProjects to fulfill Your Order.

3. PRICE AND PAYMENT

3.1 Prices are as specified on the Site; however, SoftwareProjects reserves the right to adjust prices in its sole discretion due to increases in costs, the increase or imposition of any tax, duty or other levy, any variation in exchange rates, any programming, data or other errors, or for any other reason.

3.2 Prior to Product delivery, SoftwareProjects will notify You in writing via email of any price increases or decreases (a "Notification Email"). The Notification Email will be sent to You at the email address that is associated with Your account. By no later than the deadline set forth in the Notification Email, You may cancel Your Order for the Product for which the price was adjusted (a) via SoftwareProjects myAccount or (b) by sending a reply email to the Notification Email. If You do not cancel Your Order by the deadline in the Notification Email, You accept the new prices and conditions for the Product as set forth in the Notification Email.

3.3 You shall make payment for Your Order prior to Product delivery and by one of the methods that are indicated on the Site. When You place Your Order, SoftwareProjects will charge the credit or debit card that You provide to SoftwareProjects. SoftwareProjects reserves the right to verify Your credit or debit card payments. If You do not pay applicable taxes to SoftwareProjects for the Product, You must report and pay any applicable taxes to the appropriate governmental agencies.

3.4 As between You and SoftwareProjects, You shall be responsible for any fraudulent or unauthorized transactions made through the Site or Services, including, without limitation, unauthorized use of Your credit card or debit card.

4. DELIVERY; RISK OF LOSS; TITLE

4.1 Delivery dates (whether provided on the Site, in an Order confirmation, or elsewhere) are estimates only and not a guarantee that the Products will be delivered by a given date.

4.2 Delivery of tangible Products will be made to the street address, and electronic Product will be made to the email address, You provid to SoftwareProjects when placing Your Order. SoftwareProjects reserves the right, in its sole discretion, to impose additional charges for any adjustments You make to an Order, including changing the delivery street or email address, after You submit an Order.

4.3 All risk of loss for the Products shall pass to You upon delivery of the Products to the location or email address specified in Your Order. For the avoidance of doubt, the delivery of downloaded Products occurs when the Products are downloaded. If You should refuse or fail to take delivery of the Products, all risk of loss for the Products will thereupon pass to You and, upon the demand of SoftwareProjects, You shall pay SoftwareProjects for any additional amounts incurred by SoftwareProjects as a result of Your refusal or failure to take delivery of the Products, including, without limitation, attempting delivery of the Products by any reasonable means, or storing the Products.

4.4 Except as set forth in Section 4.2 or 13.1, or on the Order form for Your purchase, once You submit an Order, it is not subject to cancellation, in whole or in part.

4.5 Title to the Products (or, if licensed, Your copy of the Products) will pass to You when SoftwareProjects receives payment in full for the Products (including, without limitation, any interest and other amounts due for the Products).

4.6 Unless and only to the extent permitted by the applicable EULA (defined below) or applicable law, if You are a consumer, You shall not resell the Products until after title therein has passed to You.

5. CONDITIONS FOR USE OF PRODUCTS AND SERVICES

5.1 The Products delivered by SoftwareProjects are subject to the terms and conditions of this Agreement and may also be subject to the terms and conditions of an end user license agreement or other agreement provided to you by the Supplier of the Products (collectively, a "EULA"). Once you receive and review a EULA, if applicable to a Product you purchased, and if You do not agree to all terms and conditions of the EULA, You will not be able to download or access the Product. In such case, you must immediately notify SoftwareProjects via SoftwareProjects myAccount. Unless otherwise expressly stated in writing by the Supplier of the Products, Products are licensed and not sold to You, irrespective of any use of the words "purchase," "sale," "reseller" or similar terms in this Agreement or on the Site. You represent and warrant that You will use the Products in accordance with the EULA and will not use the Products for any unlawful purpose. In addition to and without limiting the foregoing, You shall:

5.1.1 keep the Products in confidence and not disclose or make them available to any third party;

5.1.2 not rent, lease, loan, license, sublicense, distribute, make available, transfer, assign, sell, reproduce, adapt, translate, disclose, display, publish, exploit for commercial purposes, or modify the Products, or any components thereof;

5.1.3 use the Products solely for internal business purposes and not in the operation of a service bureau or shared services environment;

5.1.4 not create derivative works based on the Products or any components thereof, or combine the Products with any other software;

5.1.5 not remove, obscure, or alter the copyright notices, trademarks, or other proprietary rights notices that appear on or in the Products;

5.1.6 obtain, at Your own cost and expense, all software and equipment necessary to use the Products;

5.1.7 obtain, at Your own expense, all licenses and authorizations required for the acquisition, delivery or use of the Products; upon SoftwareProjects' request, You will provide SoftwareProjects with evidence of such licenses or authorizations; and You will be liable to SoftwareProjects for all expenses or charges incurred by SoftwareProjects as a result of Your failure to obtain such licenses or authorizations;

5.1.8 not reverse engineer, decompile, reverse assemble, or attempt in any manner to discover the source code of the Products;

5.1.9 have no right, title or interest in any of the intellectual property in or associated with the Products or Services, including, without limitation, patent, copyright, trademark, trade secret, know-how, ideas, technical information, user interfaces, processes, "look and feel," improvements and modifications (collectively "IP Rights"), and You acknowledge and agree that SoftwareProjects or the applicable Sellers retain all IP Rights in and to the Products, Services, and all other materials or other properties owned, licensed or controlled by SoftwareProjects;

5.1.10 not export or re-export the Products; and

5.1.11 comply with all laws, rules and regulations applicable to the Products, including, without limitation, the restrictions, controls, customs duties, laws, rules and regulations of the territory where Products are delivered pursuant to the applicable Order, and/or the territory where the Products are used.

5.2 Subject to Section 11 (Inspection; Complaints), Section 12 (Consumer Revocation of an Order) and Section 13 (Refunds) of this Agreement, the remedies set forth in this Agreement and the EULA, if applicable, shall be Your sole and exclusive remedies with regard to the Products.

6. AUTOMATIC RENEWAL

With respect to certain of the Products, SoftwareProjects may provide You with an option to automatically renew the Product license or subscription. If You elect automatic renewal, each renewal term for the Products will be equal in duration to the initial term for such Products. At any time during a renewal term, You may elect to not renew the Product license or subscription for the forthcoming renewal term, in which case this Agreement with regard to such non-renewed Products shall be terminated upon the expiration of the then-current renewal term. Upon any termination of this Agreement, You shall uninstall and destroy all electronic copies of the Products and discontinue all use of the physical or electronic copies of Products, unless and only to the extent You are permitted by the EULA or applicable law to retain copies of the Products.

7. FEEDBACK

From time to time, SoftwareProjects may request feedback and other information from You about such topics as the Products or Your experiences with the Products. Feedback includes suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to SoftwareProjects, or otherwise in connection with the Services (collectively, "Feedback"). Providing SoftwareProjects with Feedback is optional. Feedback shall be deemed to be non-confidential and non-proprietary and SoftwareProjects shall have no obligation of any kind with respect to such Feedback, unless otherwise expressly agreed to in a writing executed by You and a duly authorized officer of SoftwareProjects. You hereby grant to SoftwareProjects and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose Feedback for any purpose and in all forms and all media whether now known or to become known in the future. SoftwareProjects has the right to reproduce, adapt, publish, translate, distribute, and display all or parts of Your Feedback along with Your first name and last initial, and local geographic area, as determined by SoftwareProjects in its sole discretion, and SoftwareProjects may also use the Feedback in anonymous and aggregate reviews. SoftwareProjects shall have no obligation to compensate You for any Feedback. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to SoftwareProjects with respect to Your Feedback; and (b) Your Feedback and any use thereof by SoftwareProjects will not infringe or violate the rights of any person. You are and shall remain solely responsible for the content of any Feedback You make and acknowledge that SoftwareProjects is under no obligation to respond to or use any Feedback You may provide.

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

8.1 You represent, acknowledge and warrant that:

8.1.1 You and/or Your Feedback, as applicable, do not and will not, directly or indirectly: (i) violate the right of privacy or publicity of any person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any person; (iv) violate any laws, FTC rules, regulations, guidelines, or industry standards; or (v) violate SoftwareProjects’ Privacy Policy.

8.1.2 You may not: (i) frame, copy or mirror any content forming part of the Services; (ii) reverse engineer the Services or otherwise attempt to derive its source materials; (iii) access the Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Services; (iv) interfere with or disrupt the Services or any data contained therein; (v) attempt to gain unauthorized access to the Services, its related systems or networks; or (vi) use the Services for any unlawful purpose or in violation of the rights of any person.

8.1.3 AS BETWEEN YOU AND SoftwareProjects, THE PRODUCTS AND SERVICES ARE DELIVERED "AS IS" AND YOUR USE OF THE PRODUCTS AND SERVICES ARE AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SoftwareProjects DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SoftwareProjects HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OF THIS AGREEMENT. NEITHER SoftwareProjects NOR ITS RELATED PARTIES AND AFFILIATES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE PRODUCTS AND/OR SERVICES.

8.1.4 ALL PRODUCTS PURCHASED ON OR THROUGH THE SITE ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS, IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SoftwareProjects HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS LISTED OR PURCHASED ON OR THROUGH THE SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SoftwareProjects HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES OR REGULATION, OR MISAPPROPRIATION.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 IN NO EVENT SHALL SoftwareProjects OR ITS AFFILIATES, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE SERVICES OR PRODUCTS, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, WHETHER OR NOT SoftwareProjects IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE ENTIRE LIABILITY OF SoftwareProjects (INCLUDING ITS AFFILIATES) WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, REGARDLESS OF THE NUMBER OF ACTIONS OR NUMBER OF LICENSED COPIES OF THE PRODUCTS (AND WHETHER BASED IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100.00 USD). NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST SoftwareProjects OR ITS RELATED COMPANIES OR AFFILIATES. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SERVICES, OR INFORMATION OFFERED THROUGH THE SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF SoftwareProjects SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

9.3 You shall indemnify, defend and hold harmless SoftwareProjects and its affiliates, and each of their officers, directors, shareholders, agents, representatives, licensees and employees (each, an "Indemnified Party"), from and against any and all claims, losses, liabilities, damages, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, costs of investigation, defense, court costs and reasonable attorneys' and consultancy fees), arising directly or indirectly, in whole or in part, out of: (a) any breach or threatened breach of this Agreement by You; (b) Your use of the Products or Services; and/or (c) Your negligence, gross negligence or willful misconduct (each, a “Claim”).

9.4 Upon receiving notice of a Claim for which SoftwareProjects is entitled to indemnification by You, SoftwareProjects shall provide You with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at Your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by SoftwareProjects will require SoftwareProjects' prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and (iii) SoftwareProjects may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at SoftwareProjects’ own expense, unless You fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case You shall pay all expenses related to SoftwareProjects’ use of such counsel.

10. AVAILABILITY OF SERVICES; SUSPENSION; TERMINATION

10.1 Subject to the terms and conditions of this Agreement and SoftwareProjects’ policies and procedures, SoftwareProjects shall use commercially reasonable efforts to provide the Services in a manner that will not disrupt Your business. You acknowledge and agree that from time-to-time the Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that SoftwareProjects may undertake from time to time; or (iii) causes beyond the reasonable control of SoftwareProjects or that are reasonably unforeseeable by SoftwareProjects, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that SoftwareProjects is not liable for these periodic interruptions in availability of the Services and further acknowledge that SoftwareProjects does not guarantee access to the Services on a continuous and uninterrupted basis.

10.2 This Section 10.2 and the following provisions will survive any termination of the Agreement: Sections 1 (Scope), 5 (Conditions for the Products), the last sentence of Section 6 (Automatic Renewal), 8 (Representations and Warranties; Disclaimer), 9 (Limitation of Liability; Indemnification), 16 (Notices), 17 (Governing Law), and 22 (General). In addition, any provisions which by their nature contemplate effectiveness beyond the termination of this Agreement shall survive any such termination. SoftwareProjects's remedies under this Agreement are cumulative and not exclusive and are in addition to all remedies available at law or in equity.

11. INSPECTION; COMPLAINTS

11.1 Upon delivery of the Products, You should inspect the Products and verify that the Products as delivered are in accordance with Your Order, including, without limitation, verifying that no items are missing from Your Order.

11.2 Within fifteen (15) days after the Products are delivered, You must provide written notice to SoftwareProjects if any of the Products as delivered are not in accordance with Your Order. Such written notice shall be sent by You to SoftwareProjects as specified in Section 16 (Notices). If delivery of such Products was made by the Supplier of the Products, You must also, within said fifteen (15) days, provide written notice to that party in accordance with the terms of the EULA, if applicable.

11.3 SoftwareProjects does not tolerate spam. In the event You receive unsolicited email from a SoftwareProjects Supplier of Affiliate, please report it to us at our Customer Support contact information below. Your failure to provide such notice shall release SoftwareProjects from any and all liability for additional unsolicited emails you may receive.

12. CONSUMER REVOCATION OF AN ORDER

12.1 IF YOU ARE A CONSUMER PURSUANT TO THE APPLICABLE LAW OF THIS AGREEMENT AS IT PERTAINS TO YOU AND YOUR ORDER, THEN IN ADDITION TO AND NOT IN LIEU OF YOUR OTHER RIGHTS UNDER THIS AGREEMENT, YOU WILL HAVE A PERIOD OF FIFTEEN (15) DAYS AFTER DELIVERY OF THE PRODUCTS DURING WHICH YOU MAY CANCEL YOUR ORDER, IN WHOLE OR IN PART, FOR ANY REASON BY SENDING WRITTEN NOTICE TO SoftwareProjects AS SPECIFIED IN SECTION 16 (NOTICES). NOTWITHSTANDING ANYTHING TO THE CONTRARY, SAID RIGHT OF CANCELLATION SHALL NOT APPLY IF YOU HAVE BROKEN THE SEAL OF THE PRODUCT; DOWNLOADED THE PRODUCT; OR THE NATURE OF THE PRODUCT IS SUCH THAT A RETURN IS NOT FEASIBLE, WHICH FEASIBILITY SHALL BE AS DETERMINED BY SoftwareProjects IN ITS SOLE DISCRETION (E.G., PRODUCT WAS CUSTOMIZED FOR YOU).

12.2 If You exercise Your right of cancellation pursuant to Section 12.1, You shall, within the same period of fifteen (15) days set forth in Section 12.1, return the relevant Products to SoftwareProjects and SoftwareProjects will thereafter refund any prior payments that You made for such returned Products. Return shipping of the relevant Products will be at Your own expense; however, SoftwareProjects will bear the return shipping expense if such Products are being returned because such Products, as delivered, are not in accordance with the Order and/or are defective. Any return of the relevant Products by You shall be made to the mailing address specified by SoftwareProjects in the delivery details that accompanied the Products.

12.3 If (a) You do not exercise Your right of cancellation pursuant to Section 12.1 and return the Products pursuant to Section 12.2; or (b) You exercise Your right of cancellation pursuant to Section 12.1 but the Products as received by SoftwareProjects were damaged after they were delivered to You, Your Order shall not be deemed cancelled and You shall pay SoftwareProjects in full for the Products within thirty (30) days after You provided SoftwareProjects with Your written notice of cancellation pursuant to Section 12.1.

13. REFUNDS

All refund and exchange requests are managed by SoftwareProjects and are made pursuant to the SoftwareProjects Refund Policy, which is: All products and services purchased from SoftwareProjects are covered with a 60 day refund policy. SoftwareProjects does not provide any reimbursement for return shipping fees.

14. NO GUARANTEE OF VALIDITY.

SoftwareProjects does not endorse, approve, or certify any information provided on or through the Services, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Services may or may not be current as of the date of Your access, and SoftwareProjects has no duty to update and maintain such information. Additionally, the information provided on or through the Services may be changed periodically without prior notice. All content provided on or through the Services is provided "AS IS." Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.

15. NO PROFESSIONAL OR HEALTH ADVICE.

15.1 SoftwareProjects provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the Services. You understand that SoftwareProjects employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, and/or agents as such. You further understand that by receiving information, facts or opinions on or through the Services, You are not entering into a relationship with SoftwareProjects or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.

15.2 The information contained on the Site is provided for informational purposes only and is not meant to substitute for the advice provided by your doctor or other health care professional. You should not use the information available on or through the Site (including, but not limited to, information that may be provided on the Site by healthcare or nutrition professionals employed by or contracting with Suppliers or Affiliates) for diagnosing or treating a health problem or disease, or prescribing any medication. Information and statements regarding dietary supplements have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease. You should read carefully all product packaging prior to use.

16. NOTICES

16.1 Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from SoftwareProjects if sent via email, as date stamped by SoftwareProjects’ systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the fifth (5th) business day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.

16.2 Any notice to You that is required by this Agreement shall be in writing and shall be deemed given if sent by email, mail or express mail to the contact information you provided with your most recent Order.

16.3 You may submit any consumer complaints concerning SoftwareProjects to support@softwareprojects.com , or by mail to SoftwareProjects Inc, 9450 SW Gemini Drive, Suite 17042, Beaverton, Oregon 97008.

17. GOVERNING LAW

17.1 This Agreement shall be governed by, construed and enforced in accordance with the laws of the United States and the State of Delaware, without giving effect to any conflict of laws provisions, and the application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded.

17.2 The exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be in an appropriate District of Delaware federal court and You hereby consent to the exclusive jurisdiction of such courts.

17.3 You and SoftwareProjects Inc. expressly waive any rights to contest the jurisdiction, venue or convenience of any such federal or state court. In addition, YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.

17.4 You agree and acknowledge that any breach or threatened breach by You of this Agreement may cause SoftwareProjects immediate and irreparable harm for which the recovery of money damages would be inadequate. Therefore, in addition to any other remedies that may be available at law, in equity, or otherwise, SoftwareProjects shall be entitled to seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security, even if otherwise normally required. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Delaware or any other court of competent jurisdiction anywhere in the world (at SoftwareProjects’ sole discretion), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

17.5 Notwithstanding any terms and conditions of this Agreement to the contrary, the prevailing party in any proceeding arising out of or related to this Agreement shall be entitled to recover its reasonable expenses and costs, including outside and in-house attorneys' fees, from the other party.

18. EXPORT CONTROL

You acknowledge and agree to comply with all applicable export Laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other U.S. Laws. You hereby represent and warrant that any Product promoted, offered and/or provided by You via the Services is approved for export from the United States without additional authorization or licensing from the U.S. government. Should the export authorization status of Your Products change, You must immediately notify SoftwareProjects in writing. Information on U.S. export control regulations can be found on the Commerce Department's website at http://www.bis.doc.gov, the State Department's website at http://www.pmddtc.state.gov and the U.S. Treasury Department's website at http://www.treas.gov/offices/enforcement/ofac/index.shtml.

19. CONSENT TO ELECTRONIC COMMUNICATIONS

You consent to the use of electronic communications in transacting business with SoftwareProjects, including, without limitation, the electronic delivery of notices and other documents to You. If at any time You would like to cease doing business electronically with SoftwareProjects, You will need to provide SoftwareProjects with written notice of Your withdrawal of Your consent to do business electronically, which will then terminate this consent. Thereafter, You shall not use the Site to place any Orders, and any notices and documents from SoftwareProjects will be provided to You on paper.

20. REPORTING COPYRIGHT INFRINGEMENT AND ABUSE

SoftwareProjects takes claims of copyright infringement seriously. It is SoftwareProjects’ policy to disable and/or terminate the accounts of users who are repeat infringers. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any content or materials accessible on the Site or through the Services infringes your copyright, you may request removal of such Products or content (or access thereto) by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), your written notice of alleged copyright infringement must include substantially the following:

• your physical or electronic signature;
• identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works;
• identification of the content or materials you believe to be infringing in a sufficiently precise manner to allow us to locate that Content;
• adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address);
• a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
• a statement that the information in your written notice is accurate; and
• a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.


SoftwareProjects’ designated agent to receive DMCA notices is:
SoftwareProjects Inc
Attn: Copyright Agent
9450 SW Gemini Drive, Suite 17042
Beaverton, Oregon 97008
risk@softwareprojects.com

*NOTE: This contact information is for inquiries regarding potential copyright infringement only.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective. Please be aware that if you knowingly materially misrepresent that content or materials on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

21. RESERVATION OF RIGHTS

SoftwareProjects reserves all of SoftwareProjects’ rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that SoftwareProjects may have in and to the Site, the Services, and Products that may be provided on or through the Site or Services. Other than as set forth in this Agreement, the use of SoftwareProjects’ rights and property requires SoftwareProjects’ prior written consent. By making the Services available to you, SoftwareProjects is not providing you with any implied or express licenses or rights, and you will have no rights to make any commercial use of the Site or Services without SoftwareProjects’s prior written consent.

22. CUSTOMER SUPPORT

If You have any questions, comments or complaints, please contact SoftwareProjects Customer Support, available 24 hours a day, 7 days a week on the Website at http://www.softwareprojects.com, call us at 1-800-218-1525, or email us at support@softwareprojects.com

23. GENERAL

23.1 Force Majeure. SoftwareProjects's failure or delay in the performance of any of its obligations under this Agreement shall be excused to the extent and for the duration that such failure or delay is occasioned by a force majeure event which shall include, without limitation, acts of God, acts of war, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, labor disputes, or any circumstances beyond SoftwareProjects's reasonable control.

23.2 Severability. In the event a court determines a provision of this Agreement to be invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, which shall remain in full force and effect, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.

23.3 Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. SoftwareProjects reserves the right to amend this Agreement at any time. When SoftwareProjects amends this Agreement, SoftwareProjects shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at http://www.softwareprojects.com that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Site and/or Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically http://www.softwareprojects.com to inform Yourself of any such changes. In the event of any terms and conditions of any purchase order, shrinkwrap, clickwrap, browse-wrap or other documents even if accepted by SoftwareProjects and You in connection with the Products, Services, or this Agreement are inconsistent with the terms of this Agreement, the terms of this Agreement shall prevail.

23.4 No Waiver. No delay or failure by SoftwareProjects in exercising or enforcing any of its rights or remedies under this Agreement, in whole or in part, and no course of dealing or performance, shall constitute a waiver by SoftwareProjects of any provision of this Agreement.

23.5 Relationship. This Agreement shall not be construed as creating any agency, partnership or joint venture between SoftwareProjects and You.

23.6 Headings; Interpretation. The headings contained in this Agreement are intended solely for convenience of reference and are not intended to be part of or affect the meaning or interpretation of this Agreement. The words "shall," "agree" and "will" are mandatory, the word "may" is permissive, the word "or" is not exclusive, and the singular includes the plural and vice versa. "Business Day" shall mean Monday through Friday, excluding New Year's Day, Christmas Day, and other SoftwareProjects holidays. All time period references in the Agreement to "days" other than "Business Days" shall be deemed to refer to calendar days. All references to "days" or "Business Days" shall mean consecutive days or Business Days. This Agreement is executed in the English language and all disputes between the parties shall be resolved in English. In the event this Agreement is translated into another language, and any inconsistency or discrepancy in meaning or interpretation results therefrom, the English language version shall prevail and control.