This End User Agreement ("Agreement") is a binding legal document between Credit Repair Boss and you, which explains your rights and obligations as an End User of Credit Repair Boss
products. "End User" means either (a) you as an individual or (b) your company, if you are using
Credit Repair Boss products in your capacity as an employee or agent of a company. You are identified as the "End User" during the registration process. "Credit Repair Boss" means Credit Repair Boss, 200 Garden City Plaza, Suite 200, Garden City, New York, 11530.
• By allowing the "I Agree to the terms and conditions of the End User Agreement" box to remain checked, or by installing or using any Credit Repair Boss products, End User agrees to be bound by this Agreement. If you do not agree to this Agreement, then uncheck the "I Accept" box and
do not use Credit Repair Boss products.
• From time to time, Credit Repair Boss may modify this Agreement, including any referenced policies and other documents. Any modified version will be effective at the time it is posted. To keep abreast of your license rights and relevant restrictions, please bookmark this Agreement and
read it periodically. By using any Credit Repair Boss Product after any modifications, End User agrees to all of the modifications.
• Any price increase will be announced under separate agreement.
1. Introduction to Credit Repair Boss's Products and License Terms.
1.1 What's Included in "Software".
"Software" means any Credit Repair Boss product that the End User orders from Credit Repair Boss. The term also includes (a) related documentation, (b) any Updates (defined below) to the Software, (c) any add-ons, plug-ins, APIs or Internet-based components of the Software provided by Credit Repair Boss (but not third parties) ("Supplementary Software"), and (d) any third party software embedded in or provided with Credit Repair Boss's software ("Embedded Software"). End User's detailed rights to use the Credit Repair Boss Software are presented below in Section 2. To be clear, any add-ons, plug-ins, APIs or other code offered by third parties or created by End User itself are not "Software", and Credit Repair Boss is not responsible for and does not offer any warranty, indemnity or support for those items.
1.2 What's Included in "Hosted Services".
"Hosted Services" include any Credit Repair Boss online services products that End User orders and other online services provided by Credit Repair Boss. "Hosted Services" always means web-based software run on our servers with each company running under their own specific and secure partition with the version of the Hosted Services as described in Credit Repair Boss's then-current product descriptions. End User's detailed rights to use Hosted Services are in Section 3 below.
1.3 The "Products".
This Agreement uses "Products" to refer to the Software, Hosted Services, documentation, and training materials.
1.4 Credit Repair Boss's Maintenance Offerings.
Credit Repair Boss offers "Maintenance" to End Users Maintenance includes (1) any generally released updates, upgrades, patches, and bug fixes for the Software ("Updates") when and if generally released at Credit Repair Boss's sole discretion, (2) web-based support and phone support (depending on End User's support level).
1.5 Limits on Authorized Users.
When buying a license to Credit Repair Boss’s Software Monthly Subscription to our SaaS (Software as a Service), the End User pays monthly subscription fee, which is based on the plan monthly subscription plan the End User selects either when they are setting up their portal for the first time or upgrade to a different plan later on. End User designates the Authorized Users of the Products. Authorized Users may include End User's employees, representatives, affiliates, consultants, agents, and Customers (note: detailed rules for Customers in Section 4.4 below). End User may add Authorized Users. End User is responsible for all use of the Products by its Authorized Users and their compliance with this Agreement.
2. License to Use Credit Repair Boss Software.
Generally. Credit Repair Boss grants End User a worldwide, non-exclusive, non-transferable, non-sublicensable right to use the Software, subject to the terms and conditions of this Agreement. Software licenses are perpetual unless terminated as described in
this Agreement. Only Authorized Users may use the Software, and only up to the permitted number of concurrent Authorized Users (except for Non-Production Purposes, as described below). All use of the Credit Repair Boss Software must be in accordance with the relevant Credit Repair Boss documentation and policies. End User will be responsible for all users compliance with this Agreement on all the same terms as for Authorized Users.
2.2 Updates and Supplementary Software.
The terms for Software in this Agreement apply to any Updates and Supplementary Software, unless Credit Repair Boss provides different terms. Credit Repair Boss may cease making available Supplementary Software.
2.3 Software Evaluation Period.
This paragraph applies to any Software that Credit Repair Boss makes available on an evaluation basis ("Software Evaluation Period "). End User may only use the Software for internal evaluation purposes for the period specified by Credit Repair Boss (or, if not specified, for 30 days), and may only permit a limited number of users (specified by Credit Repair Boss) to be used during the Software Evaluation Period. End User acknowledges that Evaluation Software may not be fully functional. Notwithstanding anything else in this Agreement, Credit Repair Boss does not offer any warranty, indemnity or support for any Software use during the Software Evaluation Period.
2.4 IP Protection Mechanisms.
The Software has license protection mechanisms designed to manage and protect Credit Repair Boss's and its suppliers' and licensors' intellectual property rights. End User must not modify or alter these mechanisms or try to circumvent them or the usage rules they are designed to enforce.
3. Use of Credit Repair Boss Hosted Services.
3.1 Access Rights.
End User may access and use the Hosted Services during the applicable Subscription Term (defined below), subject to the terms and conditions of this Agreement. Only Authorized Users may use the Credit Repair Boss Software and Hosted Services, and only up to the permitted number of Authorized Users (seats). All use of the Credit Repair Boss Software and Hosted Services must be in accordance with the relevant Credit Repair Boss documentation and policies.
3.2 Subscription and Renewals.
End User selects its initial subscription plan, which may be a month-to-month, or yearly, or other mutually agreed period, at the time of order. Once that term expires, it will automatically renew for successive terms initially selected (but no longer than 1 year each) unless either End User or Credit Repair Boss notifies the other of non-renewal at least 30 business days prior to the upcoming expiration date. Renewals are charged at Credit Repair Boss's then-current rates unless otherwise agreed, and Credit Repair Boss will at its discretion charge End User using the credit card on file on or after the expiration date or send End User an invoice. "Subscription Plan" means the initial SaaS (Software as a Service) Plan and any renewal term(s).
3.3 End User Data.
Unless otherwise specified, End User retains ownership of any data or other content or information that End User provides through the Credit Repair Boss Services, ("End User Data"). End User's use of the Credit Repair Boss Software and Hosted Services and all End User Data must comply with End User's own privacy policies and all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications, and the exportation of technical or personal data. End User is solely responsible for the accuracy, content and legality of all End User Data. End User agrees not to submit any content that is obscene, defamatory, libelous, threatening, harassing, pornographic, racially or ethnically offensive, that encourages conduct that would be considered a criminal offense or give rise to any civil liability. End User will not submit any material (including any virus, bot, worm, scripting exploit or other harmful code) that is likely to harm or corrupt the Credit Repair Boss Software or the Hosted Services or any computer systems or data. End User represents and warrants to Credit Repair Boss that it has sufficient rights in the End User Data to grant the rights in this section and that the End User Data does not infringe the rights of any third party. End User agrees that Credit Repair Boss may, in its sole discretion, delete or remove any End User Data at any time and with or without notice that violates this section.
End User hereby grants Credit Repair Boss a non-exclusive license to copy, distribute, perform, display, store, modify, and otherwise use End User Data in connection with the operating practices of the business of the Credit Repair Boss Software and the Hosted Services.
Credit Repair Boss may also use aggregate information to measure general Hosted Service usage patterns and characteristics of its user base and otherwise to improve its products and services, and may include such aggregate information about its audience in promotional materials or reports to third parties. This aggregate information will not reference names, phone numbers, email addresses, or other personally identifiable information, and it will be not traceable to a specific recipient or user email address.
Credit Repair Boss agrees to hold End User consumer data in confidence and to not disclose it to any third party or to use it in any way to compete with the End User.
3.4 Return of End User Data.
After termination or expiration of a Subscription Term or this Agreement, unless it was for End
User's breach, at End User's request, Credit Repair Boss will use reasonable efforts to make available the End User Data for download. If made available, End User must download the End User Data within 90 days of termination or expiration. After that, Credit Repair Boss may delete the End User Data.
3.5 End User Responsibility for Systems.
End User is responsible for its own Internet connection and must use software within Chrome and Firefox browsers, systems and equipment compatible with the Credit Repair Boss Software and the Hosted Services, as Credit Repair Boss specifies in its published policies. Any End User web browsers and other software must support the Secure Socket Layer (SSL) protocol or other protocols accepted by Credit Repair Boss. Credit Repair Boss is not responsible for any End User Data lost, altered, intercepted or stored across networks not owned or operated by Credit Repair Boss.
3.6 Changes to the Hosted Services.
Credit Repair Boss may make changes to the Hosted Services, but not in a way that materially reduces the features or functions of the Credit Repair Boss Software or the Hosted Services compared to those existing on the applicable order or renewal date.
4. Important End User Obligations.
4.1 Accounts and Passwords.
End User will provide accurate, current and complete information when registering with Credit Repair Boss and ordering Credit Repair Boss Products and agrees to update its information if it changes. This is important, because Credit Repair Boss may send notices, statements and other information to End User by email or through End User's account (for Credit Repair Boss Software and Hosted Services). End User will keep all its Authorized Users' passwords and usernames confidential and will not share them with third parties. End User is responsible for all actions taken through its accounts.
4.2 Uses by End User's Customers.
End User's customers ("Customers") may be Authorized Users. End User will be responsible
for Customers the same as any other Authorized User and must enter into valid, binding agreements with Customers consistent with this Agreement, including the additional conditions below. A Customer's permitted use of Products under this Agreement is called "Customer Use". In addition to all other terms in this Agreement, the following conditions apply to Customer Use:
(a) End User may not distribute or make available any Credit Repair Boss Product on a standalone basis. Instead, End User may only make available the Credit Repair Boss Product to Customers in order to support Customers' use of content and features that are part of End User's own existing offerings. Examples would include End User using: (i) Use of the customer portal for a consumer to access their personal information on the product; (ii) Use of the affiliate portal for affiliates of End User to access consumer information related to their affiliate code
(b) End User may not resell or OEM the Product or otherwise charge Customers for use of the Product itself, but may charge End Users as part of an overall program that includes access to End User content or features as supported by the Product. Example: "A" consumer pays the End User for credit repair and as a part of the service is granted access to the product.
(c) Customers may interact with the Credit Repair Boss Product, but may not receive any administrator, configuration or similar access to the Product.
(d) In making available the Credit Repair Boss Products to Customers, End User may not violate any other term or condition in this Agreement, such as reverse engineering and anti-circumvention restrictions.
Credit Repair Boss will not have any direct or indirect liability or obligation to any Customers, and Customers do not acquire any rights under this Agreement.
Credit Repair Boss understands that Product usage may be flexible and that End Users may identify new proposed uses for the Products. If End User has questions about whether a proposed use complies with these rules, please contact Credit Repair Boss at email@example.com.
4.3 Conditions on Use of Products.
End User will not, and will not allow any Authorized User or other third party to: (a) resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service, hosted service or outsourced basis) any Product to any third party (for use in its business operations or otherwise) or anyone else besides Authorized Users (including Customers) in accordance with this express terms of this Agreement, or permit anyone besides Authorized Users to use any data or information not owned by End User that is generated by the Credit Repair Boss Products (and, in the event End User grants any security interest in any Credit Repair Boss Products, the secured party has no right to use or transfer the Products); (b) use any Credit Repair Boss Product to provide, or incorporate any Credit Repair Boss Product into any product or service provided to, a third party, except as expressly permitted above for Customer Use; (c) reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code or non-public APIs to the Credit Repair Boss Products (including any data structure or similar materials produced by the Credit Repair Boss Products), except to the extent expressly permitted by applicable law despite this prohibition (and then only upon advance notice to Credit Repair Boss); (d) modify, adapt or create derivative works of a Credit Repair Boss Product (excluding End User Modifications and End User Plug-ins); (e) remove or obscure any proprietary or other notices of Credit Repair Boss or any third party contained in any Credit Repair Boss Product (including any information or data generated by the Credit Repair Boss Products); (f) publicly disseminate information regarding the performance of Products; (g) use of any Credit Repair Boss Product for commercial solicitation purposes or spam; (h) use the Credit Repair Boss name or any Credit Repair Boss trademarks or logos except as permitted in Section 4.6 (Attribution); or (i) commit any act or omission that could result in damage to Credit Repair Boss's or its suppliers' or licensors' reputations. End User will not attempt to do any of the foregoing, encourage others to do so, or otherwise attempt to bypass or circumvent any usage restrictions in this Agreement.
4.4 Export Control.
If a Credit Repair Boss Product is acquired by End User in the United States, End User acknowledges that the Credit Repair Boss Product is subject to U.S. export jurisdiction and agrees to comply with all applicable international and national laws that apply to the Credit Repair Boss Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. In any case, the import and export of any Credit Repair Boss Product may be subject to control or restriction by applicable local law. End User is solely responsible for determining the existence and application of any such law to any proposed import and export and for obtaining any needed authorization. End User agrees not to export, directly or indirectly, any Credit Repair Boss Product (or any direct product thereof) from any country in violation of applicable laws.
End User will indemnify, defend and hold harmless Credit Repair Boss from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by End User (including any Authorized Users) of this Agreement, (b) any End User Data, (c) any End User Modifications, End User Plug-ins or other modifications of or combinations with a Credit Repair Boss Product, or any service or product offered by End User in connection with or related to a Credit Repair Boss Product, (d) any Uncontrolled Systems, or (e) any representations or warranties made by End User (including any Authorized User) regarding a Credit Repair Boss Product to a third party. This indemnification obligation is subject to End User receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for End User to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that Credit Repair Boss may participate in the claim at its own expense and End User may not settle any claim without Credit Repair Boss's prior written consent; and (iii) all reasonable necessary cooperation of Credit Repair Boss at End User's expense.
5. Fees and Payment.
End User must pay all fees by their due date specified at the time of order or otherwise within 7 days of Credit Repair Boss's invoice or notice. Renewal fees for Credit Repair Boss Software and Hosted Services will be charged as described in Section 3.2 (Subscription and Renewals). Late payments are subject to interest charges of 1.8% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all collection expenses. End User will continue to be charged during any period of suspension. In event of any termination, End User will pay the unpaid balance due calculated in accordance with this section and this Agreement. Credit Repair Boss may charge such unpaid fees and charges to End User's credit card, bank account, ACH, or otherwise bill End User for such unpaid fees and charges. End User acknowledges that it is not relying on the future availability of any Credit Repair Boss Products (including any Embedded Software) in agreeing to or making its payments hereunder.
Payments made by End User under this Agreement exclude any taxes or duties payable in respect of the Credit Repair Boss Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Credit Repair Boss, End User must pay to Credit Repair Boss the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, End User may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, End User will have the right to provide to Credit Repair Boss with any such exemption information and Credit Repair Boss will use reasonable efforts to provide such invoicing documents as may enable End User to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.
6. License Certifications and Audits.
Upon Credit Repair Boss's written request, End User will provide Credit Repair Boss with a signed certification certifying that all Credit Repair Boss Products are being used pursuant to the terms of this Agreement, including any access and user limitations. With prior reasonable notice of at least ten (10) days, Credit Repair Boss (or its authorized agent) may audit the use of the Credit Repair Boss Products by End User and its Authorized Users and any Customers, provided such audit is during regular business hours. End User will provide reasonable assistance and access to information in the course of any audit. End User is responsible for such audit costs only in the event the audit reveals that End User's use of the Credit Repair Boss Products is not in accordance with the permitted scope of use
7. Credit Repair Boss's Ownership Rights; Feedback.
Credit Repair Boss reserves all rights not expressly granted to End User in this Agreement. The Credit Repair Boss Products (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. Credit Repair Boss owns the title, copyright, and other intellectual property rights in the Products and all copies, modifications and derivative works of the Credit Repair Boss Products and underlying software (including any incorporating Feedback) ("Credit Repair Boss Technology"), and End User does not acquire any ownership rights in Credit Repair Boss Technology. All Credit Repair Boss Products are licensed, not sold.
"Feedback" means any feedback, comments, suggestions or materials (including, to the extent disclosed to Credit Repair Boss, any End User Modifications, but excluding End User Plug-ins) that End User may provide to Credit Repair Boss about or in connection with the Products, including any ideas, concepts, know-how or techniques contained therein. End User may provide Feedback in connection with Maintenance and otherwise. End User hereby grants Credit Repair Boss a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Credit Repair Boss Products. End User agrees that Credit Repair Boss may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed End User's Confidential Information, and nothing in this Agreement (including Section 8 (Confidentiality)) limits Credit Repair Boss's right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.
Except as otherwise set forth in Section 7 (Credit Repair Boss's Ownership Rights; Feedback) above, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Credit Repair Boss Technology, performance information relating to the Products, and the terms and conditions of this Agreement shall be deemed Confidential Information of Credit Repair Boss without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
This Agreement will continue so long as End User has a license to or an ongoing Subscription Term for the Credit Repair Boss Software and Hosted Services, unless earlier terminated. Credit Repair Boss may suspend or terminate this Agreement and End User's account, with respect to one or more of the Credit Repair Boss Products, if End User fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due. Credit Repair Boss may terminate any free account or evaluation usage at any time in its sole discretion.
End User may terminate this Agreement at any time with thirty (30) day notice to Credit Repair Boss.
Immediately upon termination of any license or subscription right granted under this Agreement, End User's license to Software and Hosted Services will cease, and End User must at its own cost: (a) cease using (and require all Authorized Users, and anyone else to cease using) all the terminated Credit Repair Boss Products; (b) and return other Credit Repair Boss Confidential Information in its possession, custody or control. Upon termination of this Agreement for whatever reason, End User will not be entitled to credits or refunds for any unused portion of this Agreement, including but not limited to unused maintenance and support.
All payment and other obligations accrued as of the date of any expiration or termination of this Agreement, and Sections 4.5 (Conditions on Use of Products), 4.7 (Export Control), 4.8 (Indemnification), 5 (Fees and Payment), 6 (License Certifications and Audit), 7 (Credit Repair Boss's Ownership Rights; Feedback); 8 (Confidentiality), 9 (Termination), 11 (Warranties; Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Publicity Rights) 14 (Assignment), 15 (Governing Law and Arbitration), 16 (DMCA Notices), 17 (Government End Users) and 18 (General) will survive expiration or termination.
10. Infringement Indemnification.
Subject to the remainder of this Section 10, Credit Repair Boss will indemnify, defend and hold End User harmless against a claim to the extent based on an allegation that End User's use of a Product (in the form provided by Credit Repair Boss) in compliance with this Agreement infringes a United States or European Union patent or registered copyright ("Claim"), and will pay those damages and costs finally awarded against End User by a court of competent jurisdiction, or agreed to in writing by Credit Repair Boss as settlement, as a result of such Claim, provided that Credit Repair Boss is (i) promptly notified and furnished a copy of such Claim, (ii) given all relevant evidence in End User's possession, custody or control, and (iii) given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement. Credit Repair Boss will have no obligation to defend and no liability for any damages or costs to the extent that a Claim is based upon: (i) use of a Product in combination with any non-Credit Repair Boss product, software or equipment; (ii) use of a Product in a manner or for an application other than for which it was designed or intended to be used, regardless of whether Credit Repair Boss was aware of or had been advised of such use; (iii) modifications to a Product by any person or entity other than Credit Repair Boss (including any End User Modifications); or (iv) other circumstances or occurrences that are covered in End User's indemnification obligations in Section 4.8.
If a Credit Repair Boss Product becomes, or in the opinion of Credit Repair Boss may become, the subject of a Claim, Credit Repair Boss may, at its option and in its discretion: (i) procure for End User the right to use the Credit Repair Boss Product free of any liability; (ii) replace or modify the Credit Repair Boss Product to make it non-infringing; or (iii) terminate End User's right to continue using such Credit Repair Boss Product and refund, in the case of Software, any license fees related to this Software paid by End User (depreciated on a three-year straight line basis) or, in the case of a Hosted Service, any prepaid amounts for the service no longer being provided.
This Section 10 states the sole liability of Credit Repair Boss and the exclusive remedy of End User for any infringement of intellectual property rights in connection with any Credit Repair Boss Product or other items provided by Credit Repair Boss under this Agreement.
11. Warranties; Disclaimers of Warranties.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if End User is an entity, this Agreement and each order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.
11.2 DISCLAIMER OF WARRANTIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, Credit Repair Boss AND ITS THIRD PARTY SUPPLIERS/LICENSORS PROVIDE THE PRODUCTS (INCLUDING THE HOSTED SERVICES, SOFTWARE AND ANY MAINTENANCE) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. WITHOUT LIMITING THE FOREGOING, Credit Repair Boss AND ITS THIRD PARTY SUPPLIERS/LICENSORS MAKE NO REPRESENTATION, WARRANTY OR GUARANTY (1) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, (2) THAT (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE PRODUCTS WILL MEET END USER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY END USER THROUGH THE PRODUCTS WILL MEET END USER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE PRODUCTS (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Credit Repair Boss AND ITS THIRD PARTY SUPPLIERS/LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO, AND ASSUME NO LIABILITY FOR, ANY PRODUCTS PROVIDED ON AN EVALUATION BASIS. IN ADDITION, Credit Repair Boss AND ITS THIRD PARTY SUPPLIERS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF Credit Repair Boss.
END USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD.
11.3 Hosted Services Facilities.
The Hosted Services are controlled and operated from facilities in the United States. Credit Repair Boss makes no representations that the Hosted Service is appropriate or available for use in other locations. Those who access or use the Hosted Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including export and import regulations.
12. Limitation of Liability.
12.1 MAXIMUM LIABILITY.
EXCEPT WITH RESPECT TO AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO THE PARTIES' INDEMNIFICATION OBLIGATIONS IN SECTION 4.8 AND 10 OR END USER'S BREACH OF ANY LICENSE OR USE RESTRICTIONS RELATING TO THE PRODUCTS, NOTWITHSTANDING ANY DAMAGES EITHER PARTY MIGHT INCUR FOR ANY REASON WHATSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF EITHER PARTY TO THIS AGREEMENT UNDER ANY PROVISION OF THIS AGREEMENT AND THE OTHER PARTY'S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE ACTUAL DAMAGES SUCH PARTY INCURS, UP TO THE AMOUNT ACTUALLY PAID BY END USER FOR (A)) SUCH HOSTED SERVICE IN THE LAST TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMBEDDED SOFTWARE LICENSORS WILL NOT BE LIABLE TO END USER FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT DAMAGES OR THE TYPES OF DAMAGES DISCLAIMED IN SECTION 12.2 BELOW.
12.2 OTHER DISCLAIMERS.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR END USER'S BREACH OF ANY LICENSE OR USE RESTRICTIONS RELATING TO PRODUCTS, IN NO EVENT SHALL EITHER PARTY (OR THEIR RESPECTIVE THIRD PARTY SUPPLIERS) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUE) WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. END USER SPECIFICALLY UNDERSTANDS AND AGREES THAT Credit Repair Boss (ON BEHALF OF ITSELF AND ITS THIRD PARTY SUPPLIERS) DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO LOSS, LOSS OF USE OR CORRUPTION OF ANY END USER DATA (OR OTHER DATA END USER MAY PROVIDE) AND THE COSTS OF PROCUREMENT OF ANY SUBSTITUTE GOODS.
12.3 Failure of Essential Purpose.
The parties agree that the limitations specified in this Section 12 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
12.4 Force Majeure.
Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or any other cause which is beyond the reasonable control of the party.
13 Publicity Rights.
Credit Repair Boss may identify End User as a customer in Credit Repair Boss Product promotional material. End User may request that Credit Repair Boss cease identifying End User at any time by submitting an email to firstname.lastname@example.org. Requests may take 30 days to process.
End User may not assign this Agreement without the prior written consent of Credit Repair Boss (which consent will not be unreasonably withheld), provided that the assignee agrees to be bound by the terms and conditions contained in this Agreement. Credit Repair Boss may assign its rights and obligations under this Agreement in whole or in part without consent of End User. Any permitted assignee shall be bound by the terms and conditions of this Agreement and may be subject to the current transfer right in place at that time.
15. Governing Law and Arbitration
15.1 Applicable Law; Venue.
This Agreement is governed by the laws of the state of (Consumer State) (with regard to conflict of law principles), and, subject to Section 15.2, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of (Consumer City), (Consumer State).
Except in circumstances where a party seeks urgent injunctive relief, before commencing any court proceedings, if any disputes arise under this Agreement the parties will negotiate in good faith to resolve the dispute and if the dispute has not been resolved within sixty (60) calendar days by the relevant parties using their best efforts to resolve the dispute, Arbitration shall be conducted pursuant to the rules of the American Arbitration Association which are in effect on the date a dispute is submitted to the American Arbitration Association. Information about the American Arbitration Association, its rules, and its forms are available from the American Arbitration Association, 335 Madison Avenue, Floor 10, New York, New York, 10017-4605. In no case shall the End User have the right to go to court or have a jury trial. End User will not have the right to engage in pre-trial discovery except as provided in the rules; you will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration; the arbitrator's decision will be final and binding with limited rights of appeal.
The prevailing party shall be reimbursed by the other party for any and all costs associated with the dispute arbitration, including attorney fees, collection fees, investigation fees, travel expenses.
15.3. Exclusion of UN Convention and UCITA.
The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.
16. DMCA Notices.
If End User believes that any content on Credit Repair Boss's Hosted Services or site violates its copyright, it should notify Credit Repair Boss's copyright agent in writing. The contact information for Credit Repair Boss's copyright agent is at the bottom of this section. Credit Repair Boss cannot take action unless End User gives us all the required information.
In order for Credit Repair Boss to take action, End User must do the following in its notice:
(i) provide End User's physical or electronic signature;
(ii) identify the copyrighted work that End User believe is being infringed;
(iii) identify the item that End User thinks is infringing and include sufficient information about where the material is located (including which website) so that Credit Repair Boss can find it;
(iv) provide Credit Repair Boss with a way to contact End User (such as address, telephone number, or email);
(v) provide a statement that End User believes in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by Credit Repair Boss; and
(vi) provide a statement that the information End User provides in its notice is accurate, and that (under penalty of perjury), End User is authorized to act on behalf of the copyright owner whose work is being infringed.
Here is the contact information for Credit Repair Boss's copyright agent:
Credit Repair Boss
200 Garden City Plaza, Suite 200
Garden City, New York 11530
This Agreement is the entire agreement between End User and Credit Repair Boss relating to the Credit Repair Boss Products and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Credit Repair Boss Products or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified or amended except as described on the first page of this Agreement or otherwise with the written agreement of Credit Repair Boss (which may be withheld in its complete discretion without any requirement to provide reasons). As used herein, "including" (and its variants) means "including without limitation" (and its variants). If either party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give one party the express or implied right, power or authority to create any duty or obligation of the other party.
Should you have any questions concerning this Agreement, or if you desire to contact Credit Repair Boss for any reason, please contact Credit Repair Boss at email@example.com.