Effective: September 10th, 2018, now with optional GDPR support
The following Terms of Service (“TOS”) are between you (if you use software and services in your capacity as an individual) or the legal entity you represent (e.g. your employer) (“You” or “Your”) and SoftwareKey. The TOS constitutes a legal agreement that governs your use of the SOLO Server software and services (collectively referred to as the “Service”). You must agree to the TOS before you can use the Service. You can agree to the TOS by a) accessing or using the Service, or b) clicking a box that indicates you agree to the Service, where such a box is made available to you. If you do not unconditionally agree to all the terms of this agreement, do not log in or use the Service. You should print and/or save a copy of the TOS for your records. “SoftwareKey” as used herein means Concept Software, Inc. dba SoftwareKey.com, with a mailing address of P.O. Box 770459, Winter Garden, FL 34777.
1. USE OF SERVICES
Registration and participation on the Service is restricted to: (i) individuals over 18 years of age; (ii) emancipated minors; or (iii) individuals under age 18 who possess legal parental or guardian consent. You represent and warrant to SoftwareKey that all registration information you submit is accurate and truthful and you will maintain the accuracy of such information.
If you are the individual that initially creates an account, you are the “Administrator” of that account. As the Administrator, you can invite other “Users” to use the Service. Administrators can control what privileges are granted to each of its Users and may terminate any User’s ability to use the account at any time.
2. MODIFICATION OF PRICES AND TERMS
SoftwareKey reserves the right to update or modify the pricing or TOS either temporarily or permanently, at any time or from time to time. SoftwareKey will provide a minimum of 30-days’ notice of upcoming changes that will be made available electronically inside of the Service and/or by email. You agree to waive this notice period when clicking “accept” on any updated or modified TOS, inside of the Service. You understand and agree that your continued use of the Service after the change is effective constitutes your acceptance of such updates or modifications.
3. MODIFICATION OF SERVICE
SoftwareKey reserves the right at any time to temporarily or permanently modify and/or stop the Service (or any part thereof), with or without prior notice to you. Without limiting the foregoing, SoftwareKey may either post on our website and/or send an email to you, advising you of such changes to the Service. Therefore, it is your responsibility to review our website and check your email address for any such notices. Based on the foregoing, you understand and agree that SoftwareKey shall not be liable to you or any third party for any modification or cessation of the Service.
You agree that you will only upload, post, publish, transmit, and/or otherwise make available (“Share”) on or through the Service software, the materials, community services, and other information (collectively referred to as “Content”) that you have the right and authority to Share and for which you have the right and authority to grant to SoftwareKey all the licenses and rights set forth herein. By Sharing Content, you grant SoftwareKey a non-exclusive, perpetual, worldwide license to host and make the Content available on their Service, except any Content that you delete, in accordance with the access rights that you have selected. This includes, without limitation, the following: the right to incorporate or implement the Content into any SoftwareKey product or service and/or to display, market, sub-license and distribute the Content, except any Content that you delete, in accordance with the access rights that you select without compensation to you. You warrant that: (a) you have the right and authority to grant this license; (b) SoftwareKey’s exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third-party rights; and (c) all so-called moral rights in the Content have been waived to the full extent allowed by law.
Additionally, you agree not to: (a) use the Service in any manner that could disable, overburden, damage, or impair the Service, and/or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service; (b) upload, post, host, or transmit unsolicited email, SMSs, “spam”, worms, viruses, any code of a destructive nature, or any communication or transmission that SoftwareKey deems harmful; (c) use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring and/or copying any of the material on the Service; (d) use any manual process to monitor and/or copy any of the material on the Service or for any other unauthorized purpose without our prior written consent; (e) use any device, software or routine that interferes with the proper working of the Service; (f) introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (g) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service; (h) attack the Service via a denial-of-service attack or a distributed denial-of-service attack; or (i) otherwise attempt to interfere with the proper working of the Service.
5. MONITORING OF CONTENT
You acknowledge that SoftwareKey is not responsible and/or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, SoftwareKey reserves the right to review the Service and Content and to monitor all use of said activity on the Service, and to remove or choose not to make available on or through the Service any Content in its sole discretion.
SoftwareKey may remove Content that is confidential and/or proprietary to a third party without that third party’s permission.
6. PROCESSING OF PERSONAL DATA
You agree that if you have not accepted the SoftwareKey Data Processing Addendum (the “Addendum”), or where the Addendum is not in full force and effect for any other reason, you and your Users shall be prohibited from Processing Client Personal Data regulated by Applicable Laws and shall be obligated to immediately cease and desist from any such processing activities, for as long as the Addendum is not in full force and effect. Furthermore, you agree to indemnify and hold harmless SoftwareKey and its officers, directors, employees, agents, affiliates, successors, and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind which we may sustain as a consequence of the breach by you or your Users of your obligations pursuant to this paragraph.
The Addendum will only be available for our customers that subscribe to the optional GDPR module (the “GDPR Module”) in the SOLO Server Author Account Administration web application (the “Application”). If you want to subscribe to the GDPR Module and execute the Addendum, go to the Privacy & GDPR Options page by navigating to the Configure menu in the Application and select Privacy & GDPR Options.
All capitalized references in this Section 6 not otherwise defined in the TOS shall have the meanings assigned to them in the Addendum.
7. ACCOUNT SECURITY
Several pre-paid and post-paid plans exist for the Service. Payment for Service must be made in accordance with the selected plan. You expressly agree that SoftwareKey is permitted to charge you the applicable fees and taxes and any other charges that may be incurred in connection with your purchase of the Service (“Charges”). The Charges will be billed to the credit card or another agreed upon payment method in accordance with the billing terms in effect at the time said Charges are due and payable. Nominal reinstatement fees, late payment fees, wire transfer fees, or other processing fees may be added to your account. Notice of these fees will be disclosed in advance, when possible. All Charges are non-refundable. Active Protection PLUS software maintenance is required, and monthly fees may be increased upon expiration of any software maintenance plans purchased.
If for any reason your payment is not received and cannot be charged to your credit card or another method of payment, SoftwareKey reserves the right to suspend or terminate your account, access thereto, or the Service.
If you have purchased a paid subscription to the Service, your subscription will automatically renew for additional, successive subscription periods equal in duration to the initial subscription period unless you have provided written notice of the termination of your subscription prior to the next renewal period.
9. ELECTRONIC COMMUNICATIONS
By using the Service, you consent to receive electronic communications from SoftwareKey. These electronic communications may include notices about applicable fees and Charges, transactional information and other information concerning or related to the Service. These electronic communications are part of your relationship with SoftwareKey, and you receive them as part of your purchase. You agree that any notices, agreements, disclosures and/or other communications sent to you electronically will satisfy any legal communication requirements which must be in writing.
Your access, installation, and use of the Services are at your sole discretion and risk. Services are provided “as-is” and “as available.” There is no warranty that the Service will be noninterrupted, secure, PCI compliant, or error-free, and SoftwareKey does not make any warranty as to the results that may be obtained from the use of the Service. SOFTWAREKEY, TO THE MAXIMUM EXTENT OF THE LAW, DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, AND/OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, CONTINUITY, OR ABSENCE OF DEFECT RELATING TO THE SERVICES, SOFTWARE, DOCUMENTATION, ANY OTHER PRODUCT OR SERVICES, OR RESULTS OF THE SAME PROVIDED TO YOU UNDER THIS AGREEMENT. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR DEVICE(S) OR THE LOSS OR CORRUPTION OF YOUR DATA. SOFTWAREKEY ALSO SPECIFICALLY DISCLAIMS RESPONSIBILITY OF THIRD PARTY PRODUCTS AND SERVICES WITH WHICH YOU MAY UTILIZE THE SERVICES AND SOFTWARE, AND YOU SPECIFICALLY DISCLAIM AND WAIVE ANY RIGHTS AND CLAIMS YOU MAY HAVE AGAINST SOFTWAREKEY WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS AND SERVICES, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
The SoftwareKey System is comprised of a Licensing Client (such as Protection PLUS) and this licensing server, SOLO Server. These tools have different functions and are governed by their own TOS.
11. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (I) IN NO EVENT SHALL SOFTWAREKEY, ITS OFFICERS, AGENTS OR ANY ONE ELSE INVOLVED IN SOFTWAREKEY’S SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM SOFTWAREKEY’S SERVICES, INCLUDING BUT NOT LIMITED TO, DAMAGES THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, DEFECTS, DELAYS IN OPERATION, DELAYS IN TRANSMISSION, ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO YOUR RECORDS, PROGRAMS OR SERVICES OR FAILURE OF PERFORMANCE, TERMINATION OF YOUR ACCOUNT OR THE DELETION OR ANONYMIZATION OF ACCOUNT DATA AND CONTENT AFTER THE TERMINATION OF YOUR ACCOUNT; AND (II) THE AGGREGATE LIABILITY OF SOFTWAREKEY, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AND AGENTS, AND THE SOLE REMEDY AVAILABLE TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, SOFTWARE, OR ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER SHALL BE LIMITED TO TERMINATION OF THIS AGREEMENT.
Notwithstanding the above, your exclusive remedies for all damages, losses and causes of actions whether in contract, tort (including negligence) or otherwise, shall not exceed the lesser of: (i) aggregate dollar amount which you paid for the Service in the prior 12 months or (ii) one-thousand dollars ($1,000 USD).
You are solely responsible and liable for your conduct and your Content related to the Service. You agree to defend, indemnify and hold SoftwareKey, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any Content you (or your User) submit, process, post, transmit or otherwise make available through the Service; (b) your (or your User’s) use of the Service; (c) your (or your User’s) breach of the TOS; (d) your (or your User’s) violation of any rights of another; or (e) your (or your User’s) inability to access account data or Content you (or your User) submit, process, post, transmit or otherwise make available through the Service, due to termination of your account pursuant to Section 14 herein or the deletion or anonymization of such data or Content, post-termination, pursuant to Section 15. This obligation shall survive the termination or expiration of the TOS and your use of the Service. You agree to comply with the TOS and to defend, indemnify and hold harmless SoftwareKey from and against any and all claims and demands arising from usage of your account, whether or not you expressly authorize such usage.
13. TRANSFER OF RIGHTS
You shall not have the right to transfer or assign your account, this Agreement, or any rights and licenses granted hereunder to any other entity unless the prior written consent of SoftwareKey is obtained.
Your account may be terminated for convenience by either party by providing 30 days written or electronic notice to the other party. SoftwareKey may terminate your account immediately if: (a) you have any unpaid Charges on your account or (b) you have breached the TOS. All outstanding money owed to SoftwareKey shall become due and payable immediately if your account is terminated.
15. DELETION OR ANONYMIZATION OF CONTENT UPON TERMINATION
If your account is terminated, upon request, we will delete or anonymize your account data and Content. However, we reserve the right to delete or anonymize any account data and Content upon termination, for any reason. Deletion or anonymization of account data and Content will be automatic for Customers that subscribe to the GDPR Module. Once the deletion or anonymization of your account data and Content occurs, it will be unrecoverable. You acknowledge, accept, and agree that such deletion or anonymization may result in your Users being denied access to Content to which they may have contractual rights.
16. SOFTWAREKEY INTELLECTUAL PROPERTY RIGHTS
The Services, software, and documentation are licensed, not sold. Use of “purchase” in conjunction with licenses of the Services, Software and documentation, shall not imply a transfer of ownership. Except for the limited rights expressly granted by SoftwareKey to you, you acknowledge and agree that all right, title and interest in and to all copyright, trademark, patent, trade secret, intellectual property (including without limitation algorithms, business processes, improvements, enhancements, modifications, derivative works, information collected and analyzed in connection with the Services) and other proprietary rights, arising out of or relating to the Services, the software, the provision of the Services or software, and the documentation, belong exclusively to SoftwareKey or its suppliers or licensors. All rights, title, and interest in and to Content, which may be accessed through the Services or the Software, is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives you no rights to such Content, including any use of the same. SoftwareKey and its Affiliates are hereby granted a royalty-free, fully-paid, worldwide, exclusive, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into its products and services any information, data, suggestions, enhancement requests, recommendations or other feedback provided by you or your Users relating to the Services or Software. All rights not expressly granted under this Agreement are reserved by SoftwareKey.
17. ACCEPTABLE USE POLICY
SoftwareKey’s Acceptable Use Policy (“AUP”) is provided to give our customers and users a clear understanding of what SoftwareKey expects of them while using a product or service. All users of SoftwareKey’s products and Services: those who access some of our products and Services but do not have accounts, users accessing Content you place on SoftwareKey’s products and Services, as well as those who pay a service fee to subscribe to any products or Services, may not use, promote, host, or participate in: (a) an act that in any way violates any applicable law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (b) conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm the Company or users of the Service or expose them to liability; and (c) conduct that in any way is fraudulent, improper, or inappropriate.
Your use of the Service is expected to fall under “typical” use patterns of our customers, adjusted for customer size, user base size, and other related factors. Normal, reasonable use of the Service must fall in line with this Policy and must be consistent with the types and levels of usage by typical customers using the Service. Unauthorized or excessive use beyond that normally experienced by typical customers may cause errors and/or congestion in the operation of the Service, and, in SoftwareKey’s sole discretion, may result in termination of your account or increased fees commensurate to your usage of the Service.
If such usage is beyond normal standards for typical customers of the Service, impermissible or detrimental to other customers’ ability to use the Service, or otherwise adversely affects our operations, then SoftwareKey reserves the right to review your account and take further action, including, but not limited to, immediate suspension of your use of the Service. SoftwareKey may assess abnormal usage based on comparisons to the usage patterns and levels of our other customers with similarly situated customers who use the Service. If we determine that you are engaging in abnormal or impermissible usage, we will use commercially reasonable efforts to inform you and may provide you with the opportunity to correct the improper usage. If we afford you the opportunity to correct your abnormal usage patterns and you fail to immediately conform to normal use, we may exercise our right to change your usage of the Service to a more appropriate usage level, charge applicable fees for that usage level, implement other limitations on your use of the Service, or suspend or terminate your use of the Service with 30-day notice. If SoftwareKey believes that the Service has been used for an unlawful purpose, we may immediately terminate your use of the Service with or without notice and/or forward the relevant communication and other information to the appropriate authorities for investigation and prosecution.
18. GOVERNING LAW
The TOS shall be governed by the laws of the State of Florida, notwithstanding any conflict of law provisions. Any suit, action or proceeding with respect to this Agreement shall be brought in the state or federal courts located in Orlando in the state of Florida and the parties hereby irrevocably submit to the personal jurisdiction of such courts, and waive any objection they now or hereafter may have to the laying of venue in such courts.
If any provision of these Terms of Service (or portions thereof) is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of the Terms of Service will not in any way be affected or impaired.
20. WAIVER OF CONTRACTUAL RIGHT
The failure of SoftwareKey to enforce any provision of these Terms of Service shall not be construed as a waiver or limitation of SoftwareKey’s right to subsequently enforce and compel strict compliance with every provision of the Terms of Service.
21. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties relating to the Services, Software, and Documentation provided hereunder and supersedes all prior or contemporaneous communications, agreements, and understandings, written or oral, with respect to the subject matter hereof. If other SoftwareKey terms or conditions conflict with this Agreement, this Agreement shall prevail and control with respect to the Services, Software, and Documentation provided hereunder.
In addition, any and all additional or conflicting terms provided by you, whether in a purchase order, an alternative license, or otherwise, shall be void and shall have no effect.
22. CONTACT INFORMATION
If you have any questions regarding the Terms of Service, contact SoftwareKey at https://www.softwarekey.com/contact/.