Terms and conditions of use for Union Software Online™, Quick Browse, Smart Search, Custom Quest and Smart Results and AppMonitor Quick Browse, Custom Quest and Smart Search for Safari helps you search the web. Your web browser search provider may change to one of our partner's and helps find search results by collecting your searches and processing them through our search engine partners. Smart Results for Google Chrome helps you when you mistype an internet address or the website you are looking for is unavailable, by directing you to a webpage rather than an error page or trying to provide more relevant results on the error page. Smart Results also allows you to search the web with our preferred search engine partner(s) from your new tab page. AppMonitor provides diagnostics of your computer and allows us to provide updates to you. Our business partners may compensate us for making this information and these Programs available to you, and for the benefits they receive from Your use of the Programs, use of which are free of charge to you. More information about the Programs may be found in the Terms or Privacy Statement of the Programs. [The above is a summary of what the Programs do or may do and is not contractual] TERMS AND CONDITIONS OF USE FOR QUICK BROWSE, SMART SEARCH, CUSTOM QUEST, SMART RESULTS AND APPMONITOR These Terms and Conditions of Use ("Terms") are for Quick Browse, Smart Search, Custom Quest, Smart Results and AppMonitor ("Programs") from Union Software Online™ ("Union Software Online," "We," "Us," or "Our"). Use of any of the Programs requires that You agree to the Terms. The Terms are also applicable to additional browsers extensions, add-ons, plug-ins or applications as may be delivered to You that are provided and maintained by Us. We will give you notice of the opportunity to install or add it or them, and give You the opportunity to agree and accept and install or add, or decline to install or add, it or them. Agreement may be by default. Because there may be more than one Program covered by the Terms, the extensions, Programs, and addition programs, may be referred to herein collectively and individually, as "Programs."
To install or use the Programs you must agree to the Terms. By clicking the "Accept," button provided You agree to be legally bound by these Terms, which is a legal contract between Us and You, an individual user of at least 18 years of age, or if You are using any of the Programs on behalf of any business entity -- including a company, organization, or trust, no matter the legal form of the entity -- ("entity"), then You represent and warrant that You are authorized by that entity to bind it to the Terms, and agree to be bound by the Terms on behalf of such entity ("You," "User," or, collectively, "users").
If You are under the age of 18 Your parent or legal guardian must enter into this agreement, and each amendment, on Your behalf. If You are under the age of 18 You affirm that by Your continued or future use of any Programs Your parent or legal guardian has first agreed to the Terms, including each amendment, on Your behalf.
If You do not agree to or with any and each and every of the terms or conditions in these Terms, do not install or use the Programs. Your use of any of the Programs is deemed to be Your agreement to abide and be bound by each of the terms and condition, covenants, warranties, and representations, set forth herein, and each amendment as and when made and effective. You acknowledge that You have read and understood, and agree to be bound by, the Terms (and conditions).
ARBITRATION AND CLASS ACTION AND JURY WAIVER NOTICE SUMMARY: DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, CONSOLIDATION, COURT PROCEEDING, OR JURY TRIAL, ALL AS SET FORTH IN THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER SECTIONS (13 & 14).
WE HAVE THE RIGHT TO AMEND THIS AGREEMENT, EFFECTIVE IMMEDIATELY, AT ANY TIME AND WITHOUT NOTICE OTHER THAN POSTING THE AMENDED AGREEMENT. (See Section 2.)
The Programs are not available to persons younger than 13 years old. You represent that You are at least 13 years of age.
2. AMENDMENTS OF TERMS / NOTICES
We may make changes to the Terms at any time, for any reason. The latest Terms may be found at http://www.unionsoftwareonline.com/mactps.html, and You agree that You will review them prior to using the Programs so that You may always be aware of what has changed, if anything. If any modification is unacceptable to You, You will stop using and uninstall the Programs right away. If You do not stop using and uninstall the Programs You will be conclusively deemed to have accepted the change(s) and amendments. Except as stated elsewhere, all amended Terms will automatically be effective as soon as they are posted by Us, except if We state in writing that We are giving advance notice of any amended term to be effective on a date in the future. Except as posted by Us, including to http://www.unionsoftwareonline.com/mactps.html, the Terms will not be otherwise amended, and no terms will be waived by Us, except in a writing, hand signed or as set forth below by You and an authorized representative of Ours intending to amend or waive one or more terms. For purposes of this provision, a "writing" does not include emails, texts, chats, etc., and what might otherwise be an “electronic signature” does not count as a signature.
We don’t have to give notice of amendment to the Terms by way of any method other than the making available or posting of the amended Terms on http://www.unionsoftwareonline.com/mactps.html, or any Union Software Online Platform, and doing so without more is deemed and agreed to be sufficient notice of amendment(s). We may note on the Terms available at http://www.unionsoftwareonline.com/mactps.html what the effective date of that version of the Terms is, and You agree that You will keep track Yourself of the effective dates of various versions of the Terms, and that We are not required to point out to You changes from version to version of the Terms.
We may give You notices, including about changes to the Terms, by email or postings on, or through http://www.unionsoftwareonline.com, or http://www.unionsoftwareonline.com/mactps.html, or any Union Software Online Platform. Notice posted on or through http://www.unionsoftwareonline.com, http://www.unionsoftwareonline.com/mactps.html, or any Union Software Online Platform is deemed given upon the initial posting, whether or not notice is also given in any other way.
When You visit our websites, use our Programs, or send Us e-mails, You are communicating with Us electronically. You consent to receive communications from Us electronically. We may communicate with You by e-mail, or by posting notices on http://www.unionsoftwareonline.com, or http://www.unionsoftwareonline.com/mactps.html. You agree that all agreements, notices, disclosures, and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing.
3. ADDITIONAL RIGHTS YOU GRANT
By installing the Programs on your computer, You authorize and ask Union Software Online and/or its Programs business affiliates or partners to:
a. start the Programs automatically when you start or wake your computer, and to appear as extensions, tabs, add-ons, or Programs in your web browsers. (You may change how the Programs start and appear using the Programs application options);
b. act as Your search agent to conduct or process inquiries on Your behalf using Union Software Online's and/or its business partners' search engines, technologies, and sites, and collect relevant information and provide information to You;
c. read and interpret Your search requests and results on certain sites and use this information to conduct or process searches on Your behalf, offer alternative results, and to personalize the Programs for You;
d. with SmartResults installed when you mistype an internet address or the website you are looking for is unavailable, by directing you to a webpage rather than an error page or trying to provide more relevant results on the error page;
e. take actions We deem appropriate to provide the Programs to You and to act on Your behalf in obtaining information from partners and providing that to You;
f. collect and use information in accordance with Our Privacy Statement, which is available through a link here http://www.unionsoftwareonline.com/ and perhaps more specifically at http://www.unionsoftwareonline.com/macps.html, as may be amended (and You are further referred to Section 4, including with regard to the privacy policies of Our Programs affiliates and business partners);
g. change your web browser settings for the default search engine, DNS errors, address bar search, homepage, start page and new tab page to facilitate informative responses as determined by Us, Our search partners, or the Programs;
h. communicate with Our computers to check for software updates including, for example, bug fixes, patches, enhanced functions, and new versions (collectively, "Updates"). By installing the Programs, you agree to allow the Programs to automatically request, receive, and install Updates, without any additional notice.
4. PRIVACY STATEMENT
Your use of the Programs is governed by Our Privacy Statement (the "Privacy Statement"), which is available here (http://www.unionsoftwareonline.com/macps.html) and is hereby incorporated into these Terms by reference. You agree to read the Privacy Statement carefully for information relating to collection, use, and disclosure of Your personal information. Notwithstanding anything to the contrary in the Privacy Statement, We, Our affiliates or agents may contact You, including by telephone or email (if you provide us with such information), including after this Agreement (the Terms) expires or is terminated, and Your agreement to the Terms constitutes Your request that We contact and communicate with You, including by traditional mail, private courier, telephone (land and mobile), email, texts, through social media such as, for example, Facebook, Twitter, Google+, YouTube, Vimeo, and various blogs.
We may report to law enforcement authorities any actions that We believe may be illegal, and any reports We receive of such conduct. When we believe we are legally required to do so or at Our discretion, We may cooperate with law enforcement agencies, regulators, or parties to a civil action in any investigation or requests for information, including of alleged illegal activity related to Us or the Programs or on the Internet, and may disclose information that We have about You.
Some or all of our Programs business affiliates or partners may have their own privacy policies, and You agree with and to those in connection with those Programs and business affiliates or partners, however, in relation to Us if there is any conflict between Our Privacy Statement which would give You greater rights the provisions of these Terms and Our Privacy Statement will govern.
5. LIMITATIONS ON YOUR USE
a. Legal Uses. You agree not to use the Programs in a manner prohibited by law, regulation, or in violation of any contractual provision by which you are bound.
b. No Scraping or derivative Uses. You will not provide or make available any information from or through the Programs to others and you will not scrape, compile, combine or organize (or take any action similar to the foregoing, automatically or manually, with respect to) any such information. You agree not to modify, copy, publish, license, create derivative works from or sell the Programs or rent, lease, transfer or otherwise transfer rights to the Programs (this also applies to information available from or through the Programs ), or reverse engineer the Programs.
c. Personal Use. You agree to use the Programs (as well as any information provided or made available by or through the Programs) only for your own personal or entity purposes and not for the benefit of any third party or for purposes of competing with Union Software Online in any way.
d. Interference. You agree not to use the Programs in a manner that could overburden or restrict the functions of the Programs, or in any manner that could interfere with any other user's ability to use the Programs.
a. Union Software Online provides the Programs and services "as is" and "as available" and, except as expressly set forth in these Terms disclaims all other warranties, express or implied, including without limitation any warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Union Software Online will not be liable due to outages, including those caused by the failure of network or communications components or errors in any electronic files, whether or not provided by Union Software Online. Union Software Online disclaims any and all representation(s) or warranty(s) that the operation of the Programs or Union Software Online's site will be uninterrupted or error-free, and Union Software Online will not be liable for the consequences of any interruptions or errors. No advice or information from Union Software Online, will create any warranty not expressly stated in the Terms.
b. Although the Programs may display trademarks, search results, products, or services, of various persons or entities (individually and collectively "Entities"), such display in no way implies, suggests, or constitutes any sponsorship, affiliation, endorsement, or approval of or by Us or such Entities or their or Our respective marks, goods, products or services. Union Software Online has no and will have no liability for the actions or inactions of Entities or your use of their Programs, goods, products or services. In any case, your use of the Programs, and your use of any merchants' or the products and/or services of such Entities are entirely at your own risk.
7. INTELLECTUAL PROPERTY
Union Software Online™ is a trademark of Union Software Online. Other trademarks, names, and logos on the Programs or a Union Software Online site are the property of their respective owners. The trademarks, logos, and service marks displayed on the Programs or a Union Software Online site (collectively the "Trademarks") are the registered and unregistered trademarks of Union Software Online, its licensors, suppliers, and others. The Trademarks owned by Union Software Online, including unregistered Trademarks, may not be used in connection with any product or service that is not Union Software Online's in any manner that may cause confusion with or to consumers or customers, or in any manner that disparages Union Software Online or blurs, tarnishes, or dilutes the Trademarks or Union Software Online. Nothing contained on the Programs or a Union Software Online site, communication, or herein should be construed as granting any license or right to use any Trademark without the express written permission of Union Software Online, its licensors, suppliers, or the third party owner of any such Trademark. Misuse of any Trademarks is prohibited. Union Software Online and its partners and affiliates own all rights, title and interest in the Programs, and services provided through or in conjunction with the Programs, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under trademark law, copyright law, patent law, trade secret law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, and restorations thereof, now or hereafter in force and effect worldwide. You agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Programs. You also agree to not remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Programs.
8. THIRD PARTY SERVICE PROVIDERS, SITES, / VENDORS
a. Links To Third Party Sites
Links within or accessed from Union Software Online or the Programs may link to other sites or platforms ("Reference Sites"). We are not responsible for Reference Sites, including, without limitation, the content or links displayed on such Reference Sites. You agree that We have no liability and are not responsible at all for anything on or linked from or occurring as a result of Your visiting any Reference Site. Anything on or linked from any Reference Site does not represent the positions, opinions, etc. of Union Software Online and Union Software Online does not endorse or affirmatively support anything on or linked from any Reference Site. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at Your own risk.
b. Third Party Service Providers / Vendors
If We mention or link to any third party service provider or vendor, You agree that We are not responsible for even the most trusted third party service providers / vendors; You agree to determine for Yourself whether any such third party service providers / vendors are right for You and Your particular needs. Union Software Online is not responsible for third party service providers or vendors, including, without limitation, the goods or services they provide or content or links displayed on or provided by third party service providers or vendors. Union Software Online has no liability and is not responsible at all for anything on or linked from or occurring as a result of Your visiting any third party service provider or vendor Site or Your obtaining any information, goods, or services, from or through such third party service provider or vendor. You understand that anything on or linked from any third party service provider or vendor site does not represent the positions, opinions, etc. of Union Software Online and Union Software Online does not endorse or affirmatively support anything on or linked from any third party service provider or vendor Site. Access and use of third party service provider or vendor sites, including the information, materials, products, and services on or available through third party service provider or vendor sites is solely at Your own risk.
9. DISCLAIMER OF WARRANTIES AND PROMISSORY ESTOPPEL
YOUR USE OF ANY UNION SOFTWARE ONLINE SITE, PROGRAM, OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS IS AT YOUR OWN RISK. UNION SOFTWARE ONLINE IS NOT RESPONSIBLE OR LIABLE FOR ANY FAILURE OF ANY PROGRAM OR SERVICE (OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS) TO OPERATE, FOR ANY ERRORS IN OR IN CONNECTION WITH ANY SITE, PROGRAM, OR SERVICE (OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS), OR ANY ERRORS (INCLUDING OMISSIONS) IN ANY PROGRAM, SITE OR SERVICES, OR FOR ANY LACK OF ACCESS TO ANY SITE, PROGRAM, OR SERVICE (OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS). UNION SOFTWARE ONLINE HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN ANY SITE, PROGRAM, OR SERVICE, OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS, WHETHER PROVIDED BY US OR OUR SUPPLIERS OR LICENSORS (OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS).
UNION SOFTWARE ONLINE, FOR ITSELF AND ITS LICENSORS, DISCLAIMS, AND MAKES NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH ANY PROGRAM, SITE OR SERVICE (OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS) INCLUDING RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON OR THROUGH ANY PROGRAM, SITE OR SERVICE (OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS). UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PROGRAM, SITE, OR SERVICE, AND ANY INFORMATION OR MATERIAL (OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS) CONTAINED OR PRESENTED ON OR THROUGH EACH PROGRAM, SITE OR SERVICE IS PROVIDED TO YOU ON AN "AS IS", "AS AVAILABLE", AND "WHERE IS" BASIS WITH NO WARRANTY OR EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT WILL UNION SOFTWARE ONLINE, OR ITS AGENTS, OFFICERS, OR ATTORNEYS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE YOUR COMPUTER, YOUR BROWSERS, ANY PROGRAMS, SITES, OR SERVICE (OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS), EVEN IF UNION SOFTWARE ONLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNION SOFTWARE ONLINE DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE, OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER [ALTHOUGH WE TRY TO PROTECT AGAINST THAT].
REGARDLESS OF SUPPOSED OR ACTUAL REPRESENTATIONS MADE TO YOU ORALLY OR IN WRITING BY UNION SOFTWARE ONLINE CONCERNING ACTIONS UNION SOFTWARE ONLINE MAY OR WILL TAKE, YOU MAY NOT AND WILL NOT RELY UPON SAME, AND WILL NOT BRING OR PARTICIPATE IN ANY ACTION OR CLAIMS REGARDING SAME, AND YOU WAIVE ALL RIGHTS AND CLAIMS INCLUDING FOR BREACH OR PROMISSORY ESTOPPEL, UNDER LAW AND EQUITY.
10. LIMITATION OF LIABILITY AND DAMAGES
10.1 LIMITATION OF LIABILITY
WE WILL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF ANY PROGRAM, SERVICES, SITES, OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE OF ANY PROGRAM, SITES, OR SERVICE TO OPERATE, FOR ANY ERRORS IN OR IN CONNECTION WITH ANY PROGRAM, SITE, SERVICE, OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS, OR FOR ANY LACK OF ACCESS TO ANY PROGRAM, SITE, SERVICE, OR ANY REFERENCE SITE OR THIRD PARTY SERVICE PROVIDERS OR VENDORS. WE MAY INTERRUPT ANY PROGRAM, SITE, OR SERVICE AT ANY TIME TO PERFORM MAINTENANCE, TO ADDRESS SECURITY BREACHES, OR FOR ANY OTHER REASON, OR NO REASON AT ALL, WITH NO LIABILITY TO YOU WHATSOEVER. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE, ANY DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) HOWEVER ARISING, EVEN IF WE KNOWSOR HAVE BEEN ADVISED THERE IS A POSSIBILITY OF SUCH DAMAGE. THE LIABILITIES LIMITED BY THIS SECTION INCLUDE, WITHOUT LIMITATION, LIABILITY FOR NEGLIGENCE.
THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN US AND RECEIVED THROUGH OR ADVERTISED ON ANY PROGRAM, SITE, SERVICE, OR RECEIVED THROUGH ANY REFERENCE SITES.
THESE TERMS DO NOT GRANT YOU OR ANY THIRD PARTY NOT IN PRIVITY TO THIS AGREEMENT ANY GREATER OR ADDITIONAL RIGHTS OR REMEDIES AGAINST YOU OR US THAN SUCH THIRD PARTY MIGHT OTHERWISE HAVE ABSENT THESE TERMS. THESE TERMS DO NOT GRANT ANY THIRD PARTY BENEFICIARY RIGHTS, AND SUCH RIGHTS ARE EXPRESSLY DISCLAIMED.
10.2 LIMITATION OF DAMAGES
IN NO EVENT WILL UNION SOFTWARE ONLINE OR ITS AFFILIATES', CONTRACTORS', EMPLOYEES', AGENTS', ATTORNEYS', OR THIRD-PARTY PARTNERS', LICENSORS', OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, CLAIMS, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, OR YOUR USE OF ANY PROGRAM, SITE, SERVICE, OR REFERENCE SITES, OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING OR USING ANY PROGRAM, SITE, OR SERVICE, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. THE LIABILITIES LIMITED BY THIS SECTION INCLUDE, WITHOUT LIMITATION, LIABILITY FOR NEGLIGENCE.
THESE LIMITATIONS OF DAMAGES ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES AND RECEIVED THROUGH OR ADVERTISED ON ANY PROGRAM, SITE, SERVICE, OR CONTENT, OR RECEIVED THROUGH ANY REFERENCE SITES.
10.3 LIMITATIONS BY APPLICABLE LAW
THE LIMITATIONS or EXCLUSIONS OF WARRANTIES, REMEDIES, or LIABILITY CONTAINED IN THE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS or EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU RESIDE, IF THE LAWS OF THE JURISDICTION WHERE YOU RESIDE APPLY AT ALL. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES or THE EXCLUSION or LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME or ALL OF THE DISCLAIMERS, EXCLUSIONS, or LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS, THOUGH IT IS OUR POSITION THAT SINCE THE LAWS OF CALIFORNIA GOVERN THIS AGREEMENT THE LAWS OF THE JURISDICTION WHERE YOU RESIDE DO NOT APPLY. YOU AGREE THAT THE FOREGOING DOES NOT GIVE YOU ANY RIGHT TO ASSERT, AND YOU WILL NOT ASSERT, THAT THE LAWS OF THE JURISDICTION WHERE YOU RESIDE APPLY or THAT THE VENUE FOR ANY SUCH CLAIMS WOUD BE IN SUCH JURISDICTION.
10.4 BASIS OF THE BARGAIN
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE OFFERED THE , APPLICATION, PROGRAM, SITES, AND SERVICES, SET OUR PRICES AND OTHER CONSIDERATION, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND US, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. WE WOULD NOT BE ABLE TO PROVIDE ANY PROGRAM, SITE, SERVICE, TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
11. YOUR REMEDIES
YOUR ONLY REMEDY with respect to any breach by Us of any term in these Terms, Our Privacy Statement, violation of any right or law, or dissatisfaction with (i) any Program, Site, Service, Reference Site, or Third Party Vendor, (ii) any term of these Terms, (iii) any policy or practice of Union Software Online, or any Reference Site, or Third Party Vendor in operating any Programs, site, or Service, is to terminate Your account and discontinue using any and all Programs.
YOU AND WE AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR ANY PROGRAM, SITE, OR SERVICE, EXCEPT FOR OUR RIGHTS TO SEEK INDEMNIFICATION, DEFENSE, AND TO BE HELD HARMLESS, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. YOU ARE, HOWEVER, REFERRED TO SECTION 11, REGARDING YOUR REMEDIES.
13. DISPUTE RESOLUTION
If a dispute arises between You and Union Software Online, we would like to achieve a neutral and cost effective means of resolving disputes quickly. Except as set forth otherwise in these Terms, You and Union Software Online agree to resolve any claim, cause of action, or controversy at law ("Claim"), and although You have waived Your right to seek equitable or injunctive relief, should You attempt to pursue such relief in contravention of Your agreement not to, You will seek to resolve any claim or controversy at equity, that arises out of Your use of any Union Software Online , Site, Program, or Service, or these Terms in accordance with one of the subsections below or as Union Software Online and You otherwise agree in writing, signed by hand, on paper by an authorized representative of Union Software Online intending to enter into such an agreement. Before resorting to these alternatives, we strongly encourage You to first contact us directly to seek a resolution by contacting us. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as alternatives to litigation.
Law and Forum for Legal Disputes - This Agreement (the Terms) is governed in all respects by the laws of the State of California and controlling U.S. federal law, without regard to conflict of law provisions. You agree that any Claim or dispute You may have against Union Software Online, or Union Software Online may have against You, must be resolved exclusively by a state or federal court located in Santa Clara County, California, or the federal courts of the District of California, USA, except as otherwise agreed by the parties or as described in the Arbitration Requirement paragraph below. You agree to submit to the personal jurisdiction of the courts (and arbitrators) located within Santa Clara County, California, USA, for the purpose of arbitrating or litigating all such claims or disputes.
Arbitration Requirement - Although Section 11 regarding Your remedies governs, for any claim (excluding claims by Union Software Online for injunctive or other equitable relief), the party requesting relief must resolve the dispute through binding non-appearance-based arbitration. This arbitration requirement is goverened by federal law. Arbitration will be through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. If we are unable to agree upon an ADR provider then the default ADR provider will be the American Arbitration Association, JAMS, or Judicate West, as decided by the party submitting the claim for arbitration. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online, and/or solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction solely for the purposes of enforcement or collection if the monetary portion of the award is not satisfied within 45 days, or a party otherwise fails to comply with the award.
Improperly Filed Claims - All claims You bring against Union Software Online must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to this Dispute Resolution Section will be considered improperly filed. Should You file a claim contrary to this Dispute Resolution Section, Union Software Online may recover attorneys' fees and costs up to $1,000, provided that Union Software Online has notified You of the improperly filed claim, and You have failed to promptly withdraw the claim.
14. CLASS ACTIONS
You expressly waive the right and agree not to bring or participate in any class action or joinder or consolidation of claims with respect to any dispute under or relating to this Agreement, including in any arbitration.
15. INDEMNIFICATION & RELEASE
You agree to indemnify, defend, save, and hold harmless Union Software Online, its parent and affiliated companies, contractors, employees, agents, attorneys, and its third-party suppliers, licensors, and partners, from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of any Union Software Online Platform, Service, Content, any violation by You of any term of these Terms, or any breach of the representations, warranties, promises, or covenants made by You herein. Union Software Online reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify, defend, or hold harmless Union Software Online, and You agree to cooperate with Union Software Online's defense of these claims. Union Software Online will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
Users are responsible for their acts and omissions and content placed on any Union Software Online Platform. In the event that You have a dispute with or claim against one or more Users, You release Union Software Online (and our parents, subsidiaries, officers, directors, shareholders, employees, agents, joint ventures, consultants, successors and assigns) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, which says:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW or SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
a. LOCAL LAWS; EXPORT CONTROL
Union Software Online operates from the United States of America and a Site, Program, or Service may not be appropriate or available for use in other locations. If You use any Site, Program, or Service outside the United States of America, You are responsible for following applicable local laws. You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data, or any direct product thereof in violation of any such restrictions, laws, or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by You that You will not export such software, technical data, or commodities to certain foreign countries without prior approval of such agency. Your rights under the Terms are contingent on Your compliance with this and all other provisions.
b. Third Party Agreements. You will comply with the terms and conditions of all agreements you have with third parties, including providers of marketplaces, as such terms and conditions relate to use of our services including terms and conditions related to types of items that may be sold or restrictions on concurrent sales.
c. Notices. Except as explicitly stated otherwise, any notices given by You must be given by email, in plain text, to this email address firstname.lastname@example.org. Do not include any attachments. We will not open attachments or click on links. Required notices to You by Us will be deemed given the earlier of upon posting to our site at http://www.unionsoftwareonline.com or http://www.unionsoftwareonline.com/macps.html or 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Union Software Online during any registration process. In such case, notice will be deemed given three (3) days after the date of mailing.
d. Governing Law. California law will govern this Agreement, except for the body of law relating to conflicts of law and arbitration. The arbitration requirement is governed by federal law. Subject to the Arbitration Section, venue for any legal action will be the state courts of Santa Clara County, California, or the federal courts located in Santa Clara County, California, USA,. The prevailing party in any litigation or arbitration in connection with this Agreement will be entitled to recover from the other party its costs and reasonable attorneys' fees and other expenses.
e. Waivers. A party's failure to enforce any provision of this Agreement will not be a waiver of the provision or the right to enforce it at a later time.
f. Entire Agreement. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof, and will not be modified except in writing, signed by both parties by hand, and in the case of Union Software Online by an authorized representative intending to modify the Agreement, or by a change to these Terms made by Us as set forth herein. You agree that you are not entering into this Agreement in reliance on any statements or representations other than those set forth herein. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.
g. Assignment. This Agreement is not assignable, transferable or sublicensable by you without Union Software Online's prior written consent, and any such conveyance will be null and void.
h. Headings. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement will control. The use of headings is for convenience and will not affect the interpretation of this Agreement.
17. RESERVATION OF RIGHTS
Union Software Online reserves all rights not expressly granted in these Terms.
18. PREVENTION OF UNAUTHORIZED USE
Union Software Online reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of any Program, including, but not limited to, technological barriers, IP mapping, and directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use. Union Software Online reserves the right to monitor Your use of any Union Software Online Program to ensure compliance with this Agreement. If Union Software Online, or its affiliates, or assignees, in their sole and unfettered discretion, determine that You are not in compliance with this Agreement, Union Software Online reserves the right to take such action deemed necessary to resolve this issue.
a. We may in Our sole and unfettered discretion, for any or no reason, and without penalty, terminate these Terms and Your access to use of the Programs, without cause and without notice to you. Upon termination, you must discontinue use of the Programs.
b. This limited license terminates automatically, without notice to You, if You breach any term, condition, covenant, agreement, warranty, or representation of the Terms. Upon termination of this limited license, You agree to immediately uninstall the Programs and all copies thereof, including backup or archival copies. Except as stated herein, You acknowledge that You have no right, title, or interest in or to any Program.
c. These Terms along with any other notices or policies contain the understanding with respect to your use of the Programs, and will supersede all prior understandings and agreements, whether written or oral (and We never enter into any oral understandings or agreements), and all prior dealings.
d. These Terms are subject to change, but you can review these Terms any time by visiting this page.
e. The provisions of these Terms, which by their nature should survive the termination or expiration of these Terms, will survive such termination or expiration.
You may terminate these Terms by uninstalling the Programs from your computer and discontinuing your use of the Programs.
To the extent that it may apply, Cal. Civ. Code §1789.3, provides that if You are domiciled in California You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
QUESTIONS or COMMENTS
If you have questions or comments, please send us a note at support_[at]_ Unionsoftwareonline_[dot]_com.
[The following within the brackets is informational only, and is not contractual Uninstalling. You can easily uninstall most of the Programs / extensions in the typical methods for uninstalling browser extensions and programs. To uninstall AppMonitor, please open the Terminal application (located under the /Applications/Utilities folder) and run the following commands: launchctl unload ~/Library/LaunchAgents/com.unionsoftwareonline.AppMonitor.plist. Then, go ahead and remove the Union Software Online directory AppCommon from the ~/Library/Application Support/ directory.]
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