Your acceptance of User Agreement & License(details below)
We value the good relationships we have with all our clients.
We want there to be trust and understanding between us.
Your reading, understanding, and acceptance of our User Agreement & License
is an essential element of this business relationship.
Could you please read this User Agreement & License on this page. If you
do not agree with any aspect, please do not proceed to purchase any subscription.
Terms of Use Agreement & License to use HelpDesk Pro & related services
This Client Agreement is a legal agreement between you (Client, Customer or User) and Simply amazing software(SAS) for the HelpDesk Pro Application (hereinafter referred to as the Application) you subscribe to. This Application includes computer software, data storage mechanisms, databases and related designs, and online or electronic documentation. By subscribing to, installing, or using the Application, you agree to be bound by the terms of this Client Agreement. If you do not agree to the terms of this Client Agreement, you are not authorized to use the Application.
Copyright
The Application is protected by copyright laws and international copyright
treaties, as well as other intellectual property laws and treaties. The Application
is licensed, not sold.
All title and copyrights in and to the Application are owned by SAS or its
suppliers.
Grant of License
This Client Agreement grants you the right to use the Software Application
that you subscribe to. You agree to use a modern web browser such as Microsoft
Internet Explorer, Firefox, Mozilla or Netscape Navigator to access the Application.
You may not make copies (excepting as part of a normal safety backup routine)
of the Application, or any part or section of it, for any reason, or reverse
engineer, decompile, or disassemble the Application. You must comply with
all applicable laws regarding the use of the Application.
You are responsible for maintaining the confidentiality of your login ID and
password. You are also responsible for all users of your account, whether
or not actually or expressly authorized by you. Customers alone are responsible
for the content you create, publish and/or communicate when using our services
as well as the consequences of any such content or communication. You agree
that you will not use our services to engage in illegal activities. You further
agree not to use our services to send any message(SMS, E-mail, or any other
form of message) or material that is unlawful or gives rise to civil liability.
Violation of terms of this Agreement, or the intent of this Agreement may
result in immediate suspension of a user's license.
Should a license need to be terminated, SAS will take reasonable steps to provide a copy of the Customers data in the Application and provide this to the Customer in a standard format, for example a delimited text file.
SAS may, at its sole discretion, terminate a Customer's license and all rights to continued use of the Application, and SAS will upon such termination refund on a pro-rata basis any subscription fees paid by the Customer for the unused period.
For users under any 'FREE Plan' offer, SAS may terminate the arrangement at any time, and is not obliged to provide any reasons for such termination.
99.9% Uptime SLA guarantee
Our 99.9% server and application uptime SLA ensures HelpDesk Pro application availability provided to our Customers using specific versions where the SLA is stated as one of the version features,as set forth below; SAS will credit Customer's subscription account if SAS fails to meet this Server Uptime Guarantee during any given calendar month. "Server Unavailability" consists of the number of minutes in excess of 45 minutes in a given month that the Server was not available to the customer, but will not include unavailability which the Customer fails to report to SAS within five days, or any unavailability resulting from
(a) scheduled SAS hosting provider's Network or server Maintenance
(b) acts or omissions of Customer
(c) reasons of Force Majeure.
For each cumulative hour (60 minutes) of Server Unavailability in excess of 45 minutes any calendar month, Customer's subscription shall be credited for ONE additional day which will be added to the subscription.
Limitations of Guarantee:
The total subscription credit granted to customer by any aspect of this Service Level Guarantee during any calendar month will not exceed the monthly fee for the same calendar month.
All guarantees will not apply if downtime or unavailability occurs during SAS's hosting provider's maintenance windows or when Customer is notified at least 24-hours in advance of maintenance activities or unavailability of service guarantees.
Subscription credits or remedy will be provided only upon request of the customer. Requests for credit due to server unavailability must be received within 5-days of the failure.
No guarantee or remedy will be provided at any time for failures determined attributable to reasons of Force Majeure.
This SLA is subject to change at the sole discretion of SAS, without notice
to Customer. The most recent revision of this document will be posted to the
main HelpDesk Pro web site at http://www.helpdeskpro.net/useragreement.htm
This SLA in no way construes SAS will guarantee performance against failures of application specific failures, such as web server software, operating system software, failing hardware, web site application features, database performance or related components. It will be at SAS's sole discretion to determine fault and identify failure to perform under the obligations of this SLA.
Limitation of SAS's Obligations and Liability
SAS will utilize its commercially reasonable efforts to maintain acceptable
performance of the Application when hosting it for the Customer. But SAS makes
absolutely no warranties whatsoever, express or implied, including warranty
of merchantability or fitness for a particular purpose. Where SAS is hosting
the Application for the Customer, SAS will utilize its commercially reasonable
efforts to maintain backups of the system and databases for disaster recovery
purposes, and SAS will utilize its commercially reasonable efforts to secure
the applications and databases using proper and standard security methods
and protocols. Customer has control over their data, and can delete (erase)
it at will. SAS will not be liable for the inadvertent erasure, corruption
or disclosure of data by Customer.
SAS shall not be liable to Customer or any of its customers for any claims
or damages which may be suffered by Customer or its customers, including,
but not limited to, losses or damages of any and every nature, resulting from
the loss of data, inability to access the Internet, or inability to transmit
or receive information, caused by, or resulting from, delays, non-deliveries,
or service interruptions, whether or not caused by the fault or negligence
of SAS.
SAS's liability to Customer, and any end user of any plan or other SAS service,
is limited to the amount paid to and received by SAS for services. In no event
shall SAS be liable to customer, or any end-user, or any other entity, for
any special, consequential, or other damages, however caused, whether for
breach of contract, negligence or otherwise, even if SAS has been advised
of the possibility of such damage.
Customer will take all necessary measures to preclude SAS from being made
a party to any lawsuit or claim regarding SAS services provided to any customer
or end user. Customer hereby agrees to indemnify and hold harmless SAS from
any and all claims of whatever nature brought by any of Customer's customers
against SAS in excess of the amount paid to and received by SAS for services
not accepted.
Jurisdiction, Partial Invalidity, Entire Agreement
You agree to indemnify, defend and hold harmless SAS Corporation, its affiliates,
officers, directors, employees, consultants and agents from any and all third
party claims, liability, damages and/or costs (including, but not limited
to, attorneys fees) arising from your use of our software or services, your
violation of the Terms of Use or your infringement, or infringement by any
other user of your account, of any intellectual property or other right of
any person or entity. The Terms of Use will waive to the benefit of SAS's
successors, assigns and licensees.
These Terms of Use will be governed by and construed in accordance with the
Federal and State laws of The United States of America, without giving effect to its conflict
of laws or your actual state or country of residence.
If for any reason a court of competent jurisdiction finds any provision or
portion of the Terms of Use to be unenforceable, the remainder of the Terms
of Use will continue in full force and effect.
These Terms of Use constitute the entire agreement between the parties with
respect to the subject matter hereof and supersedes and replaces all prior
or contemporaneous understandings or agreements, written or oral, regarding
such subject matter. Any waiver of any provision of the Terms of Use will
be effective only if in writing and signed by SAS.
Our Refund Policy
This pro-rata refund policy applies only to Subscription Plan clients and does not apply to purchasers of a Perpetual License.
Upon notification by a client that they no longer wish to use the HelpDesk Pro application, and that they would like a partial refund, we agree to unconditionally offer a pro-rata refund of an amount equal to the cost of the unused months of the term, less a set-up fee, whether or not the setup fee was originally waived as part of a purchase plan option.
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