TERMS OF USE AGREEMENT
Updated: January 1, 2015
PLEASE READ THE TERMS OF USE CAREFULLY BEFORE PURCHASING, USING OR ACCESSING VALETSERVE™ (THE “SOFTWARE”) FROM ALTERNATIVE TIME SOLUTIONS INC. (“ATS”). BY INSTALLING, COPYING, USING OR OTHERWISE ACCESSING THE SOFTWARE, YOU, THE ACCOUNT HOLDER (THE “LICENSEE”) AND/OR END USER AGREE TO BE BOUND BY THE THESE TERMS, AS AMENDED FROM TIME-TO-TIME. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OR ACCESS THE SOFTWARE.
Definitions
a) Software means the ValetServe™ software program.
b) Use, Using and Activation means acceptance of the electronic process, clicking the “Submit”, “Accept” or “I Agree” buttons to use the Software.
c) Licensee means the account holder.
d) End Users means employees, clients, paralegals, sole practitioners, lawyers, attorneys, process server vendors, members, consultants, independent contractors, accountants, bookkeepers, or any other third party associated with the account holder.
e) Us, we, our and ATS means the Alternative Time Solutions entity named in these Terms and Conditions.
f) You means the Licensee and/or End User.
g) Subscription Fee means the fee to use and access to the Software.
1. Grant of License. Subject to the Terms of this Agreement, ATS hereby grants the account holder (The “Licensee”) and it’s End Users a royalty-free, a non-exclusive, non-transferable, right and license to access, use, execute and deploy the Software for the applicable subscription term subject to the restrictions set forth in these Terms.
2. Title and Ownership. The Software is owned and operated by ATS and provided to the Licensee on a subscription basis. ATS is not transferring ownership or title to the Software to You. ATS is and shall retain all title, ownership rights and interest, including all copyrights, patents, service marks, trademarks and other intellectual Property Rights, in the Software, including any and all updates, enhancements, customizations, modifications, revisions, modifications, future releases and any other changes. The Software is protected by copyright laws.
3. Online Registration. To subscribe to the Software, Licensees’ must complete the online registration process, including Licensees’ electronic acceptance of these Terms and Conditions, and ATS must then accept such online registration. ATS may reject an online registration by a potential Licensee in its sole discretion and is not obligated to provide a reason for its rejection.
4. Restrictions. You shall not be permitted to: (i) Reproduce, publicly display, publicly perform,distribute, or create derivative works from the Software, in whole or in part, in any form, whether modified or unmodified; (ii) Reverse engineer, decompile, disassemble, or otherwise attempt to derive or access any of the Software codes and/or human readable embodiment; (iii) Modify and/or remove any copyright notices or labels on the Software; (iv) Distribute or modify proprietary graphics, HTML, coding, or style sheets packaged with the Software, for use in other software applications or web sites without written permission from ATS. Licensees and End Users not in accordance with any of the terms herein may be subject to severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
5. Username and Password Protection. The Software provided by ATS requires You to use an email address to create a username and to select a password to access the Software. You shall be solely responsible for protecting Your username and/or password from any unauthorized disclosure or use. You shall not access or use someone else’s account at any time, without first obtaining the permission of the account holder. ATS does not send or transmit emails requesting usernames and/or passwords. Access to, and use of, password-protected and/or secure aspects of the Software are restricted to authorized users only. Unauthorized parties attempting to use the Software may be subject to prosecution.
6. User Conduct. When using the Software, You hereby agree: (i) not to use the Software to post, distribute, or otherwise make available or transmit any software or other computer files that contain a virus, trojan horse, worm or other harmful or destructive component; (ii) not to delete from the Software or its related software, documentation or any ATS website used in connection with the Software, any legal notices, disclaimers, or proprietary notices such as copyright or trademark notices, or modify any logos not belonging to You without express permission to modify; (iii) not to use the Software to interfere or disrupt any other networks connected to the Software; (iv) immediately notify ATS of any known unauthorized use and misuse of the Software or any other suspected breach of security known.
7. Accuracy and Completeness. The Licensee together with its End Users are responsible for: (i) any and all activity that occurs under on the Licensee’s account, including any transmissions made when using the Software; (ii) ensuring the accuracy and completeness of any electronic forms and/or data entry fields completed on the Software, including entries made and/or submitted.
8. Feedback. ATS welcomes any suggestions, ideas, or feedback, related to its Software or Services or for upgrades, updates, improvements, new features or functions thereto (“feedback”). ATS may freely use feedback you provide, whether orally, in writing, or in any other way. You grant ATS a royalty-free, worldwide, perpetual license to use or incorporate any feedback You provide ATS into the Services or Software in any way.
9. Software Updates. The Software may periodically be updated with tools, utilities, improvements, third party applications or general updates to improve and enhance the features and performance of the Software and Services offered. You hereby agree that ATS may make such updates or upgrades available to You from time-to-time.
10. Publicity. ATS reserves the right to identify You as a user of the Services and Software. You agree that ATS may use any logo and/or name associated with You in an appropriate and acceptable manner for media publicity on ATS’s website and other material in order to identify You as an ATS user.
11. Notices. Notices by ATS to You may be sent to the email address You provide on the Registration Form or otherwise by any means that ATS determines in its sole discretion as likely to come to Your attention. All notices send by You to ATS in connection with these Terms shall be in writing and sent by certified, registered, or first class mail or personally delivered at the address of ATS set forth herein.
12. No Exclusivity. You acknowledge and agree that ATS is in the business of providing remote access, collaboration and data management solutions and that ATS may provide such services to third parties, including any competitors of Yours, which are the same or similar to the Services provided to You hereunder.
13. NO WARRANTIES. ALTHOUGH ATS HAS ATTEMPTED TO PROVIDE ACCURATE INFORMATION WITH REGARD TO THE SERVICE, ATS ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR INACCURACY OF ANY INFORMATION PROVIDED. MENTION OF NON-ATS PRODUCTS OR SERVICES IS FOR INFORMATION PURPOSES ONLY AND CONSTITUTES NEITHER AN ENDORSEMENT NOR A RECOMMENDATION. YOUR USE OF ANY OF THE SERVICES IS AT YOUR OWN RISK. ALL INFORMATION, DOCUMENTATION AND SERVICES PROVIDED BY ATS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ATS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. ATS MAKES NO WARRANTY THAT THE USE OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, AVAILABLE, RELIABLE, TIMELY, ERROR FREE OR THAT THIS SITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS.
NOR DOES ATS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY EMPLOYEES OF ATS OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY ATS FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF ATS WHATSOEVER.
14. Force Majeure. Notwithstanding any other provision of this Agreement, neither Party shall be in default or breach of this Agreement for failure to fulfill its obligations when due to or contributed by causes beyond its reasonable control. An act of Force Majeure shall be deemed to include: an act of God such as without limitation a fire, flood, earthquake, epidemic, volcanic eruption, adverse weather conditions, storm, hurricane or other natural disaster, a strike, lock-out, labour dispute; war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war rebellion revolution insurrection or military or usurped power, terrorism, act of sabotage, civil disturbance, blockade, riot, civil commotion, malicious damage, interruption or failure of electricity, power supply, interruption or failure of the internet or other telecommunication facility, network or means of telecommunication, computer virus, or bug, third party computer infiltration, attack by a hacker, governmental restriction, or any other act or circumstance that materially increases or affects the risk or danger to the health or safety of members of the public.
15. Indemnification. You agree to defend, indemnify, and hold harmless ATS, its shareholders, officers, directors, employees, agents, vendors, contractors, suppliers, affiliates, representatives and related entities from and against any and all liabilities, third party claims, demands, costs or expenses, including reasonable attorneys’ fees, that arise from or relate to Your use or misuse of, or access to, the Services or Software or Your breach of these Terms or Use of this site.
16. Limitations of Damages and Liability. ATS, AND IT’S AFFILIATES AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS OR SERVICES, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR SOFTWARE. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ATS BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE SERVICE OR SOFTWARE, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE SERVICE, EVEN IF ATS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST ATS OR ITS AFFILIATES OR SUBSIDIARIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE OR SOFTWARE IS AT YOUR OWN RISK. IN NO EVENT SHALL ATS’S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO ATS, IF ANY, FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. IN THE EVENT THAT APPLICABLE LAW LIMITS THE EXCLUSION OF IMPLIED WARRANTIES OR THE ABOVE LIMITATIONS OF LIABILITY, THE MAXIMUM AMOUNT OF EXCLUSIONS ALLOWED UNDER APPLICABLE LAW SHALL BE APPLIED.
17. Waiver. You agree not to bring or participate in any class action lawsuit against ATS or any of its employees or affiliates. You agree not to bring a claim under these Terms more than two years after the expiration of these Terms. The failure of ATS to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by ATS of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to ATS by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.
18. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the law of the Province of Ontario and law of Canada, without regard to its conflicts of laws provisions. To resolve a legal dispute arising from this Agreement, You and ATS agree to the exclusive jurisdiction of the Province of Ontario, Canada.
19. Severability. If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
20. Payments, Renewals, Cancellations and Sales Terms for Licensees
21.1. Payment of Monthly Subscriptions. First thirty (30) days of subscription to ValetServe Essential, ValetServe Pro, or ValetServe Elite, is free, starting from the initial activation date. After the first 30 days, Licensees on a month-to-month subscription basis will be automatically charged at the then-current monthly rate for the service(s) selected, until you cancel. Payment of the subscription fee must be by preauthorized credit card charge. The Licensee’s subscription will automatically renew each month unless the Licensee provides ATS with written notice of non-renewal during the prior month.
21.2. Payment of Annual Subscriptions. Licensees on an annual subscription and the initial payment is by credit card, the subscription will automatically renew at the beginning of each subsequent anniversary year, at the then-current rates, unless the Licensee provides ATS prior written notice of non-renewal at least thirty (30) days prior to the expiration of the current year subscription.
21.3. Credit Card Authorization. In the event that the Licensee cancels the credit card provided to ATS to pay for the use of the Software or the card expires or is otherwise terminated, the Licensee must immediately provide ATS with a new valid credit card number. The Licensee authorizes ATS, from time to time, to undertake steps to determine whether the credit card number provided to ATS is a valid credit card number. In the event that the Licensee does not provide ATS with a current valid credit card number with sufficient credit upon request during the effective period of these Terms, the Licensee will be in violation of these Terms and access to the Software will be suspended indefinitely at the sole discretion of ATS.
21.4. Paying via PayPal®. ATS accepts payments via PayPal®. When making payments, the transaction is re-directed from ATS site to PayPal’s payment site. When PayPal is used, no financial information is shared with ATS. Once directed to PayPal’s site, PayPal is responsible with protecting the Licensee’s personal and financial information. Any activities performed on PayPal’s site are subject to PayPal’s terms and conditions and any information provided to PayPal in relation thereto will be governed by PayPal’s privacy policy.
21.5. Taxes. . Unless otherwise stated, subscription fees and any other related charges quoted by ATS are subject to applicable taxes. Unless the Licensee is tax exempt and provides appropriate evidence to ATS of such exemption, the Licensee agrees to pay any applicable sales tax, VAT or any other taxes that may be imposed, for the use or possession of the Software.
21.6. Late Payment. The Licensee is liable for all charges to their account. Charges to the Licensees’ account are due and payable in full from the invoice or statement date. Payments not received by ATS within 15 days from the invoice date, will be considered a delinquent amount and will be subject to a late payment charge to 2% per month; (or the maximum interest charge allowed by applicable law), calculated and compounded monthly on the delinquent amount (26.82% per year) from the date of the first invoice on which the delinquent amount appears until the date ATS receive such amount in full. The Licensee agrees that ATS can charge any unpaid and outstanding amount, including any late payment charges, to the Licensees’ credit card, bank account or any other payment method pre-authorized by the Licensee for payment of our charges.
21.7. Deposit: Credit Requirements. ATS may require a deposit or impose other payment or credit requirements (For example: interim payments; mandatory pre-payments) at any time and on such terms as determined in our sole discretion. The Licensee will not earn any interest on any deposits or other payments held by ATS. If your Service is terminated, we will apply any deposits or other payments against the outstanding final balance on your account
21.8. Sales, Promotional Offers, Coupons, Credits. Sales, promotions and other special discounted pricing offers are temporary and any such discounted pricing offers may expire. ATS reserves the right to discontinue or modify any coupons, credits, sales and special promotional offers at its sole discretion.
21.9. Free Subscriptions and Trial Period. Free subscriptions to the Software do not require the payment of a subscription fee. ATS reserves the right, in its sole and absolute discretion, to restrict or limit the number of “free” trials of the Software that may be used by any individual, entity or group of entities. If the Licensee does not continue with the subscription after the initial free 30-day Trial Period, the Licensee and End Users will not be able to access or retrieve any of the data (content) added or created and the data will no longer be available.
21.10. Increases to Subscription fees. ATS reserves the right to increase any and all subscription fees for the use of the Software by notifying the Licensee at least thirty (30) days of such increase. Notification can be delivered via email to the email address provided by the Licensee to ATS, regular letter mail via US Postal Services or Canada Post, and/or by posting such increase on any of ATS web site(s) or software applications.
21.12. Cancellations. Notwithstanding any provision of these Terms, the Licensee may not cancel, terminate or rescind a subscription during its term. Any and all payments made by the Licensee to ATS for access and/or use to the Software are final. To cancel your subsription, the Licensee must provide ATS written notice of non-renewal during the prior month (monthly subscriptions) and at least thirty (30) days prior to the expiration of the current year subscription (annual subsriptions).
21.13. Account Discrepancies. The Licensee must notify ATS of any discrepancies or disputed amounts on their account within fifteen (15) days from the invoice or statement date. Failure to provide notice to ATS within the time period specified, the account charges are deemed acceptable and payable by the Licensee.
21.14. Right to Terminate. ATS may, in its sole discretion, immediately and without notice terminate or suspend the Licensees’ subscription, and right to use the Software if (i) the Licensee fails to make timely payments of subscription fees as required for using and accessing the Software, (ii) the licensee breaches any of these Terms; (iii) ATS is unable to verify or authenticate any information provided by the Licensee to ATS; or (iv) ATS decides, in its sole discretion, to discontinue offering the use of the Software to its users. ATS shall not be liable to the Licensee, End Users or any third party for termination and use of the Software. Upon expiration or termination for any reason, the Licensee shall no longer be authorized to use the Software. When the Licensees’ access to the Software is terminated and/or the Licensees’ subscription is canceled, the Licensee and End Users will no longer have access to data and other material that the Licensee and End User may have stored on the Software and that material may be deleted by ATS. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law shall survive any termination, expiration or rescission of these Terms.
22. Changes to Terms Agreement. ATS reserves the right to change the Terms of this Agreement at any time either to reflect changes in business practices, or to reflect changes in or required by law; however, such changes are not retroactive to past releases. Changes to these Terms will be available on http://www.login.valetserve.com and/or http://www.login.valetserve.com/#!/news. You are responsible for regularly reviewing these Terms to obtain timely notice of such amendments. Failure to review such changes does not make those changes invalid. If you continue to use the Software and/or Service more than thirty (30) days after the effective date of such changes, You shall be deemed to have accepted such amendments.
23. Entire Agreement. These Terms represent the entire Agreement between You (Licensee and/or End User) concerning the subject matter hereof, and merges and supersedes all prior agreements, written or oral, discussions and understandings, express or implied, with respect to the same subject matter. These Terms cannot be changed by you. No sales representative, dealer, agent, officer or employee of ATS has the authority to change or modify these Terms, except pursuant to an official revised version of these Terms, and you may not rely on any such change or modification. If you do not agree to the terms of this Agreement, do not install, use or access the Services and/or Software.
Contact Information. ATS may be reached via the web at https://valetserve.com/contact or by telephone, toll-free (North America) at 1.888.623.3040.
Alternative Time Solutions Inc.
6150 Highway 7, Unit 6, PO Box 494
Vaughan, Ontario L4H 0R6
Canada