PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE USING THIS SOFTWARE. BY USING THIS SOFTWARE, EVEN FOR REVIEW AND CONSIDERATION, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT USE THE LICENSED SOFTWARE.
The materials on this website (“Site”) and the services herein furnished (“Services”) are provided by Finish Agent, Inc. (“FA”) as a service to its registered and authorized users. By purchasing a License for, and using the Site or Services, you agree to the following terms and conditions (“Agreement”). If you do not agree with these terms and conditions, do not use this Site or the Services.
You agree that this Agreement is the complete and exclusive statement of the Agreement between FA and you, which supersedes any proposal or prior agreement, oral or written, and any other communications between you and FA relating to the subject matter of this Agreement.
FA MAY, AT ANY TIME, REVISE THIS AGREEMENT AND MODIFY, ENHANCE OR DELETE DATABASES, FEATURES OR SERVICES AVAILABLE ON THE SITE BY UPDATING THIS POSTING. YOU SHOULD VISIT THIS PAGE FROM TIME TO TIME TO REVIEW THE THEN CURRENT TERMS BECAUSE THEY ARE BINDING ON YOU. CERTAIN PROVISIONS OF THESE TERMS MAY BE SUPERSEDED BY EXPRESSLY DESIGNATED LEGAL NOTICES OR TERMS LOCATED ON OTHER PARTICULAR PAGES AT THIS SITE. FA DOES NOT AND WILL NOT ASSUME ANY OBLIGATION TO PROVIDE YOU WITH NOTICE OF ANY CHANGE TO THESE TERMS AND CONDITIONS. YOUR CONTINUED USE OF THE SITE OR SERVICES FOLLOWING CHANGES TO THESE TERMS AND CONDITIONS BY FA CONSTITUTES AND SHALL BE DEEMED YOUR ACCEPTANCE OF SUCH CHANGES.
1. LICENSE. Subject to the terms and conditions of this Agreement and in consideration of your use of the Site and the Services and payment of the license and user fees, FA grants you a limited, nontransferable, and nonexclusive license to access and use the Site and the Services. This is a license only to use the Site and its Services for its specific and intended purpose and it is not a transfer of title.
You shall not: (1) use any automated process or software robot to print, download, view, or otherwise use content from the Site or its Services; (2) use the Site or its content, or Services for the purpose of soliciting a product, solution, sale or service to any company which may have a listing or a content included in the Site; (3) modify the Site or the Services or use them for any type of commercial purpose, public display performance or posting on any computer network; (4) decompile, reverse engineer or disassemble the Site or the Services; (5) remove any copyright or proprietary notices from the Site or the Services; (6) transfer your license to any other person; or, (7) create derivative works based on the Site, Site materials, or the Services or the software supporting. FA reserves any and all rights not expressly granted in this Agreement.
2. REGISTRATION. You are responsible for providing all equipment necessary to access the Site and use the Services. You may become a registered user by completing an online registration form and paying the subscription fee. Upon submitting the online registration application, FA, or its authorized agent, shall process the application. You warrant and agree that you shall: (1) provide true, accurate, current and complete information about yourself on the registration form and (2) update your registered user information so that it is true, accurate, current and complete at all times that you are a registered user. You must promptly advise FA of all changes including, but not limited to, changes in your address and the credit card used for billing with FA. If FA determines that the information which you have provided is untrue, inaccurate, or incomplete, then FA, or its authorized agent, upon a reasonable belief that your information is inaccurate, untrue or incomplete, may suspend or terminate your use and refuse any and all current or future use of the Site or Services, preserving FA’s rights to other legal or equitable relief.
3. ACCEPTABLE USE POLICY. You may use FA only for lawful purposes. You may not use FA or create or modify any content on FA:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way;
(d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards in clause 4.2 below;
(e) to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); or
(f) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
4.2 The following content standards apply to any and all material, which you create or modify (where the original content was created by you) on FA (“Contributions”):
(a) Contributions must be accurate (where they state facts), be genuinely held (where they state opinions) and comply with applicable law in the US and in any country from which they are posted.
(b) Contributions must not:
(i) contain any material which is defamatory of any person;
(ii) contain any material which is obscene, offensive, hateful or inflammatory;
(iii) promote sexually explicit material;
(iv) promote violence;
(v) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(vi) infringe any copyright, database right or trade mark of any other person;
(vii) be likely to deceive any person;
(viii) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(ix) promote any illegal activity;
(x) be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
(xi) be likely to harass, upset, embarrass, alarm or annoy any other person;
(xii) be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
(xiii) give the impression that they emanate from us, if this is not the case; or
(xiv) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
4.3 You agree to indemnify us against all claims, damages, losses, costs or expenses (including reasonable professional fees) and any other liability, which arises from your breach of this clause 4 and for your breach of any other clause of these terms and conditions.
4. PASSWORDS. If you are a registered user, FA will issue to you a user identification name and password to permit you to access the Site and Services. You warrant and agree that you shall not use a user name, which violates the rights of a third party. FA, at its sole discretion, reserves the right to deny the use of any user name it deems inappropriate. Additionally, FA reserves the right, in its sole discretion, to cancel the membership of a registered user who uses his user name in violation of the terms and conditions of this Agreement or in any other way which FA, in its sole discretion, deems inappropriate.
Your membership, unique user name and password are nontransferable and nonassignable. You agree to (1) promptly advise FA of any unauthorized use of your unique user name and password or any other breach of security and (2) assure that you have correctly exited from the FA Site and Services upon completion of each log-in session. You are responsible and liable for any unauthorized use of the FA Site and Services unless and until you provide notification to FA concerning the alleged unauthorized use. Unauthorized access or use of the Site and Services is illegal and a breach of the terms and conditions of this Agreement. You agree to indemnify FA concerning all activities conducted through or on your account.
5. FEES. You shall pay, in accordance with billing options selected, any fees or other charges at the rate in effect for the billing period in which those charges are incurred.
Charges for the Services and the use of the Site will be based on the date of account activation. If you fail to make timely payments or otherwise breach this Agreement, FA may terminate your account without prior notice and you agree to pay to FA the actual costs of collection, including reasonable attorney’s fees and expenses.
6. BILLING ERRORS. If you believe that FA has erroneously charged your credit card account, you agree to promptly notify FA of such error. If you fail to notify FA within thirty (30) days after the alleged error first appears on your credit card statement, the charged amount shall be deemed accepted by you for all purposes, including, but not limited to, the resolution of inquiries or investigations made by the issuer of your credit card. You agree to release FA from all liabilities and claims of loss resulting from any alleged billing error or any discrepancy you fail to report to FA within thirty (30) days of its submission to you.
7. TERM. The term of this Agreement shall be for a period of one (1) month and shall be automatically renewed for successive one (1) month periods, without further action by either FA or you, until either you or FA terminates this Agreement as provided below.
8. TERMINATION OF USE. You may request cancellation of your status as a registered user by sending an e-mail to FA at email@example.com. FA will process your request within thirty (30) days after receiving the request to discontinue. Your membership will be discontinued and you will no longer incur membership fees or have access to the Site or its Services after FA sends a confirmation e-mail to you within such 30-day period that your membership has been discontinued. See “Refund Policy” below to determine the amount of any refund to which you may be entitled.
Without limiting its other rights or remedies, FA has the right, in its sole discretion, to issue a warning, suspend temporarily, suspend indefinitely, or terminate this Agreement and your access to and use of the Site and Services, with or without prior notification, if: (1) FA believes that you have breached any terms and conditions of this Agreement or any document incorporated herein, if any, by reference; (2) your credit card cannot be processed or you fail to pay any amount due by the payment due date; (3) FA is unable to authenticate, substantiate or verify information which you have provided to FA; (4) FA has a reasonable belief that your actions might give rise to legal liability for FA or its users; or (5) FA decides to cease operations or otherwise discontinue any or all of the Site or Services provided hereunder. Additionally, you understand and agree that neither FA nor a third party acting on its behalf shall be liable to you for termination of your membership or the denial of access to the Site or Services to you.
9. REFUND POLICY. No warranties of the software and services are stated or implied. No refunds.
10. OWNERSHIP OF MATERIAL. All intellectual property rights in the software for the Services and Site and user documentation are owned by FA or its suppliers and are protected under applicable United States copyright law, other applicable copyright laws and international treaties. FA and its suppliers retain all rights not expressly granted in this Agreement.
This Site and Services and materials located therein are copyrighted and are protected by copyright, trademark and other intellectual property rights and you agree that you will not copy, reproduce, modify publish, upload, post, transmit or distribute in any way or manner this Site, materials or Service without FA’S prior written permission. Except as expressly provided herein, FA and its suppliers or independent contractors do not grant by estoppel, implication or otherwise any express or implied right to you under any patents, trademarks, service marks, proprietary information, trade secret information, or intellectual property laws.
11. CONFIDENTIALITY. You shall, during the term of this license and thereafter, keep confidential all (and shall not without our prior written consent disclose to any third party) any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to you from us, unless such information is public knowledge or subsequently becomes public knowledge other than by breach of this licence.
11.1 The provisions of this clause shall remain in full force and effect notwithstanding termination of this licence for any reason.
12. INTERFERENCE. You shall not decompile, disassemble, translate, reverse engineer, reverse compile, or make derivative works from the content of the Site or Services. You shall not use any automatic device or manual process to monitor or reproduce the Site or its Services and that you shall not use any device, software, virus, or computer code to interfere, or attempt to disrupt or to damage, the Site and any communication or Services on it. You understand that the introduction by FA of various technologies may not be consistent or operational across all platforms, e.g., Windows or Macintosh. You understand that your use of the Site and Services are at your sole risk. FA provides its services on a commercially reasonable basis and does not guarantee that you will be able to access the Site or its Services at a given time or location of your choosing or that FA will have adequate capacity for the Site or Services as a whole.
13. DISCLAIMER OF WARRANTY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN AND SOLE RISK. THE SITE AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON INFRINGEMENT. FA MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES FA MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY, USEFULNESS, ACCURACY OR COMPLETENESS OF THE SITE OR SERVICES. THERE IS NO WARRANTY, EXPRESS OR IMPLIED, AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE INFORMATION OR INFRINGEMENT. YOU ALSO UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES OR LINKS IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU UNDERSTAND THAT FA CAN NOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. FA DOES NOT ASSUME ANY RESPONSIBILITY OR RISK FOR YOUR USE OF THE INTERNET. YOU AGREE AND ADMIT THAT USE OF THE INTERNET IS RISKY AND YOU VOLUNTARILY ASSUME THAT RISK BY USING THE INTERNET. FA MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE OR ANY TRANSACTION ENTERED INTO THROUGH THE SITE AND IS NOT RESPONSIBLE FOR ANY USE OF CONFIDENTIAL OR PRIVATE INFORMATION BY SELLERS OR THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL FA (OR ITS LICENSORS, AGENTS, SUPPLIERS, RESELLERS, SERVICE PROVIDERS, OR ANY OTHER SUBSCRIBERS OR SUPPLIERS) BE LIABLE TO YOU, OR ANY OTHER THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, OR GOODWILL, WHICH MAY ARISE FROM ANY PERSON’S USE, MISUSE, OR INABILITY TO USE THE SITE OR SERVICES, EVEN IF FA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS IS FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF FA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FA’S MAXIMUM TOTAL AGGREGATE LIABILITY HEREUNDER FOR DIRECT DAMAGES EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU FOR USE OF THE SITE OR SERVICES FOR A PERIOD OF NO MORE THAN ONE (1) MONTH FROM THE ACCRUAL OF THE APPLICABLE CAUSE OR CAUSES OF ACTION. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
15. INDEMNITY. You agree to defend, indemnify, and hold harmless FA, its officers, directors, shareholders, employees, independent contractors, telecommunication providers, and agents, from and against any and all claims, actions, losses, liabilities, expenses, costs, or demands, including without limitation, legal and accounting fees, for all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from your use, misuse, or inability to use the Site or Services, or your breach of this Agreement. FA shall promptly notify you by electronic mail of any such claim or suit, and cooperate fully (at your expense) in the defense of such claim or suit. FA reserves the right to participate in the defense of such claim or defense at its own expense, and choose its own legal counsel, but FA is not obligated to do so.
16. LINKS AND ACCOUNT INFORMATION. Some websites, which are linked to the Site, are owned and operated by third parties. Because FA has no control over such websites and resources, you acknowledge and agree that FA is not responsible for the availability of such external websites or resources, and does not screen or endorse them, and is not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites or resources. You further acknowledge and agree that FA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party content, goods or services available on or through any such website or resource. If you decide to access any such third party websites, you do so entirely at your own risk and subject to any terms and conditions and privacy policies posted therein. You further acknowledge that use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by this Agreement. Links to external websites or inclusions of advertisements do not constitute an endorsement by FA of such websites or the content, products, advertising or other materials presented on such websites, but are for your convenience. You access them at your own risk. FA expressly disclaims any liability for any damages whatsoever incurred by you in connection with the use of any websites, the access to which was found through this Site. FA expressly disclaims any liability derived from the use and/or viewing of any links that may appear on this Site. You do hereby agree to hold FA harmless from any and all damages and liability that may result from your use of links that may appear on the Site.
17. INTELLECTUAL PROPERTY. Any materials accessible from the Site are the proprietary information and valuable intellectual property of FA or the party that provided the material to FA, and FA or the party that provided the material to FA retains all right, title, and interest in the material. Accordingly, the material may not be copied, distributed, republished, uploaded, posted, or transmitted in any way without the prior written consent of FA, except that you may print out a copy of the material solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the material. Modification or use of the content except as expressly provided in these Terms and Conditions violates FA’s intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to the Site. All material included on the Site, such as text, graphics, photographs, video and audio clips, music, soundtracks, button icons, streaming data, animation, images, downloadable materials, data compilations and software is the property of FA or its content suppliers and is protected by United States and international copyright laws. The compilation of all material on the Site is the exclusive property of FA or its content suppliers and protected by United States and international copyright laws, as well as other laws and regulations.
18. EXPORT CONTROL. You understand and acknowledge that the software elements of the Site or Services may be subject to regulation by agencies of the United States Government, including the United States Department of Commerce, which prohibits export or diversion of software to certain countries and third parties. Diversion contrary to United States’ or international law is prohibited. You will not assist or participate in any such diversion or other violation of applicable laws and regulations. You warrant that you will not license or otherwise permit anyone not approved to receive controlled software elements of the Site or Services under applicable laws and regulations and that you will abide by such laws and regulations. You agree that none of the software elements of the Site or Services are being or will be acquired for, shipped, transferred, or re exported, directly or indirectly, to proscribed or embargoed countries or their nationals or be used for proscribed activities.
19. LEGAL COMPLIANCE. You shall conform to all applicable domestic and international laws, statutes, ordinances, and regulations regarding use of the Site and Services. IF FA DETERMINES THAT YOU INTEND TO USE THE FA SITE OR SERVICES FOR ANY ILLEGAL PURPOSES, WE EXPRESSLY RESERVE THE RIGHT TO TERMINATE YOUR MEMBERSHIP IMMEDIATELY.
20. NO AGENCY RELATIONSHIP. Nothing in this Agreement shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture or formal business entity of any kind between FA and you; and the rights and obligations of the parties shall be limited to those expressly set forth herein.
21. NOTICE. Any notice required to be given under this Agreement shall be provided by e-mail to a functioning e-mail address of the party to be noticed, or by personal delivery by commercial carrier, such as FedEx or Airborne. Either party may change the address to which notice is to be sent by written notice to the other party pursuant to this provision of the Agreement.
22. FORCE MAJEURE. FA shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including, but not limited to: acts of God, fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, for so long as such event continues to delay FA performance.
23. GENERAL PROVISIONS
a) Governing Law. You and FA agree that this Agreement is, and shall be, governed by and interpreted in accordance with the laws of the Commonwealth of Virginia.
b) Rights to Injunctive Relief. You and FA acknowledge and agree that remedies at law may be inadequate to provide an aggrieved party with full compensation in the event of the other party’s breach, and that an aggrieved party shall therefore be entitled to seek injunctive relief in the event of any such breach, in addition to seeking all other remedies available at law or in equity.
c) Choice of Forum. You and FA agree that the exclusive forum or venue for all actions relating in any manner to this Agreement shall be filed only in the state or federal courts located in the City of Roanoke, Virginia.
d) Limitations Period. You and FA agree that the statute of limitations for causes of actions for suits at law or claims in equity arising from a breach of this Agreement or pertaining to a claim under this Agreement is one (1) year from the date the action accrues or it is forever barred.
e) Assignment. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. Neither these Terms and Conditions nor any rights granted hereunder may be sold, leased, assigned or otherwise transferred, in whole or in part by you.
f) Severability. If for any reason a court of competent jurisdiction finds any terms, conditions or this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder of the terms, conditions or provisions will continue in full force and effect. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from these Terms and Conditions.
g) Attorneys’ Fees. In the event of any litigation arising out of this Agreement, FA as the prevailing party shall be entitled to attorney’s fees, incurred in pre-trial proceedings and discovery, trial and on appeal.
h) No Waiver. No waiver by FA shall be deemed a waiver of any subsequent default of the same provision of these Terms and Conditions.
i) Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of these Terms and Conditions.
j) Other Jurisdictions. FA makes no representation that the Site or Services are appropriate or available for use in other locations. Those who choose to access the Site or Services from such locations do so on their own initiative and are solely responsible for compliance with all applicable local laws.