MetroScript Service Agreement Last Updated: July 2010
THANK YOU FOR CHOOSING METROSCRIPT!
1. What the Contract Covers.
This is a contract between you and MetroScript. Sometimes MetroScript is referred to as "MetroScript," "we," "us" or "our". This contract applies to any MetroScript software or services, including updates, that display or link to this contract and that you use while this contract is in force. All of our software or services are referred to in this contract as the "service."
Please note that we do not provide warranties for the service. The contract also limits our liability. These terms are in sections 13 and 14, and we ask you to read them carefully.
2. When You May Use the Service.
You may start using the service as soon as you have finished the sign-up process. No withdrawal right or other "cooling off" period applies to the service and you waive any applicable "cooling off" period, except if the law requires a "cooling off" period despite your waiver and even when a service starts right away.
3. How You May Use the Service.
In using the service, you will:
4. How You May Not Use the Service.
- obey the law;
- obey any codes of conduct or other notices we provide;
- obey the MetroScript Anti-spam Policy, which is available here.
- keep your service account password secret; and
- promptly notify us if you learn of a security breach related to the service.
In using the service, you may not:
5. You Are Responsible For Your Service Account.
- engage in, facilitate or further unlawful conduct;
- use the service in a way that harms us or our advertisers, affiliates, resellers, distributors and/or vendors, or any customer of ours or our advertisers, affiliates, resellers, distributors and/or vendors;
- use any portion of the service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages ("spam");
- use any automated process or service to access and/or use the service (such as a BOT, a spider, periodic caching of information stored by MetroScript, or "meta-searching");
- use any unauthorized means to modify or reroute, or attempt to modify or reroute, the service;
- damage, disable, overburden, or impair the service (or the network(s) connected to the service) or interfere with anyone's use and enjoyment of the service; or
- resell or redistribute the service, or any part of the service.
Only you may use your service account (your "administration account"). For some parts of the service, you may set up additional accounts that are dependent on your account (an "associated account"). You are responsible for all activity that takes place with your service account or an associated account. You are responsible for informing the holder of any associated account dependent on your account that the associated account holder is subject to the terms and conditions of this Service Agreement. You may not authorize any third party to access and/or use the service on your behalf except where MetroScript provides a mechanism for third parties to access the service on your behalf.
6. If You Are an Associated Account User.
If you are the user of an associated account, then the holder of the service account has full control over your associated account. This control includes the right to end the service, close or alter your associated account at any time, and, in some cases, to request and receive machine and service use information related to your associated account. Your use of the service will constitute acknowledgement that you are subject to the terms and conditions of this Service Agreement.
7. If You Pay MetroScript.
7.1 Charges. This section 7 applies in all situations in which you directly pay us. If you pay a company other than us for the service, then the charges and billing terms are as stated by the other company. Even if you do not pay for the service, you may still incur charges incidental to using the service; for example, charges for Internet access, mobile text messaging, or other data transmission.
7.2 Payment. When you create a billing account, you enter your payment method. You must be authorized to use the payment method. You authorize us to charge you for the service using your payment method and for any paid feature of the service for which you choose to sign-up or use while this contract is in force. You will pay service charges in advance. We may charge you a different amount than what you approved. If it is a greater amount, we will tell you the amount and the date of the charge at least 10 days before we make the charge. Also, we may charge you up to the amount you have approved, and notify you in advance of the difference. We may bill you for more than one of your prior billing periods together. If we informed you that the service will be provided indefinitely or automatically renewed, we may automatically renew your service and charge you for any renewal term.
7.3 Updates to Your Billing Account. You must keep all information in your billing account current, including your billing address and the expiration date of your credit card. You can access your billing account, where you can make changes to your billing account. You may change your payment method at any time. If you tell us to stop using your payment method, we may cancel your service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.
7.4 Trial Period Offers. You may have received a limited time of free service or some other trial period offer. Unless we notify you otherwise, if you are participating in any trial period offer, you must cancel the service by the end of the trial period to avoid incurring charges. If you do not cancel your service, and we have informed you that the service will automatically be converted into a paid subscription at the end of the trial period, then you authorize us to charge your payment method for the service.
7.5 Prices and Price Increases. The price for the service excludes all taxes and phone charges, unless stated otherwise. You are responsible for any taxes that you are obligated to pay or that we may collect from you. You are responsible for all other charges (for example, phone charges). Currency exchange settlements are based on your agreement with your payment method provider. We may change the price of the service from time to time, but we will tell you before we do.
If you do not agree to these changes, then you must cancel and stop using the service before the changes take place. If you cancel your service, then your service ends at the end of your current service time length or, if we bill your account on a period basis, at the end of the period in which you cancelled.
- If there is a specific time length and price for your service offer, then that price will remain in force for that time. After the offer period ends, your use of the service will be charged at the new price.
- If your service is on a period basis (for example, monthly), with no specific time length, then we will tell you the date of any price change. That date will be not less than 30 days after we tell you of the price change.
7.6 Refund Policies. Unless otherwise provided by law or in connection with any particular service offer, all charges are non-refundable, and the costs of any returns will be at your expense.
7.7 Statement; Errors. We will provide you with an Emailed billing statement. This is the only billing statement that we provide. If we make an error on your bill, we will correct it promptly after you tell us and we investigate the charge. You must tell us within 120 days after an error first appears on your bill. You release us from all liability and claims of loss resulting from any error that you do not report to us within 120 days after the error first appears on your online statement. If you do not tell us within this time, we will not be required to correct the error. We can correct billing errors at any time.
7.8 Canceling the Service. You may cancel the service at any time, with or without cause. Cancellation of the service by you will not alter your obligation to pay all charges made to your billing account.
7.9 Late Payments. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys' fees and other legal fees and costs. We may suspend or cancel your service if you fail to pay in full on time.
7.10 Internet Access Service. The service does not include Internet access. You are responsible for paying the fees charged by your Internet access provider. Those fees are in addition to the fees you pay us for the service.
8. Your Materials.
You may be able to submit materials for use in connection with the service. The service includes areas to which you can control access by others ("shared and private areas of the service"). You understand that MetroScript does not control or endorse the content that you and others post or provide on the service. Except for material that we license to you, we do not claim ownership of the materials you post or provide on the service. However, with respect to content you post or provide you grant to those members of the public to whom you have granted access free, unlimited, worldwide, nonexclusive and perpetual permission to:
You understand that MetroScript may need to make copies, change the format, transcode or otherwise process content posted on the service, including on shared and private areas of the service, in order to:
- use, modify, copy, distribute and display the content in connection with the service and other MetroScript products and services;
- publish your name in connection with the content; and
- grant these rights to others.
This section applies only to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law. You understand that sharing content that violates others' copyrights and other intellectual property rights violates this contract. You represent and warrant that you have all the rights necessary for you to grant the rights in this section 8 and that the use and publication of the content does not breach any law. We will not pay you for your content. We may refuse to publish your content and may remove your content from the service at any time.
- store and retrieve the content;
- make the content available to you and those members to whom you have granted access;
- conform to connecting networks' technical requirements; or
- conform to the limitations and terms of the service.
In order to operate and provide the service, we collect certain information about you. We use and protect that information as described in http://www.MetroScript.com/ms3p_privacy_policy.aspx. In particular, we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of MetroScript or our customers, including the enforcement of our agreements or policies governing your use of the service; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of MetroScript employees, customers or the public.
The service is a private computer network that MetroScript operates for the benefit of itself and its customers. MetroScript retains the right to block or otherwise prevent delivery of any type of email or other communication to or from the service as part of our efforts to protect the service, protect our customers or stop you from breaching this contract. The technology or other means we use may hinder or interrupt your use of the service.
Personal information collected through the service may be stored and processed in the United States. By using the service, you consent to any such transfer of information outside of your country.
Your use of the software as part of the service is under the terms of the license that is presented to you for acceptance for that software. If there is no license presented to you, or unless otherwise stated in this contract, then we grant you the right to use the software. We reserve all other rights to the software.
We may automatically check your version of the software. We may automatically download upgrades to the software to your computer to update, enhance and further develop the service.
Unless we notify you otherwise, your license to use the software will end on the date your service ends, and you must promptly uninstall the software. We may disable the software after the date the service ends.
You will not disassemble, decompile, or reverse engineer any software included in the service, except and only to the extent that the law expressly permits this activity.
11. MetroScript Service.
The following additional terms apply to MetroScript Service.
12. How We May Change the Contract.
a. Domain Name Service.
If you register a domain name through the service, the Domain Service Contracts apply to the registration, renewal and transfer of your domain name. Your use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN"). These policies include the ICANN Uniform Domain Name Dispute Resolution Policy located at http://www.icann.org/udrp/#udrp.
MetroScript does not control the availability of any domain name you seek to register or renew. You represent and warrant any domain name you register, renew or transfer through the service.
Termination of service. If you or we cancel your service, your domain name will remain registered for its current annual term. However, it will no longer work with the service. It will not work with your e-mail service or point to your web site. You will be responsible for renewing and paying the applicable renewal fee for your domain name after you or we cancel your service.
- b. Back Up Your Data. Upon termination or cancellation of the service by you or us for any reason, MetroScript may delete your data permanently from our servers. You are responsible for taking all necessary steps to back up your data and ensuring that you maintain your primary means of doing business.
If we change this contract, then we will tell you at least 30 days before the change takes place. If you do not agree to these changes, then you must cancel and stop using the service before the change takes place. If you do not stop using the service, then your use of the service will continue under the changed contract.
13. WE MAKE NO WARRANTY.
We provide the service "as-is," "with all faults" and "as available." We do not guarantee the accuracy or timeliness of information available from the service. We and our affiliates, resellers, distributors and vendors (collectively, the "MetroScript parties") give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws that this contract cannot change. We exclude any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort and non-infringement.
14. LIABILITY LIMITATION.
You can recover from the MetroScript parties only direct damages up to an amount equal to your service fee for one month. You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental or punitive damages.
This limitation applies to anything related to:
It also applies even if:
- the service,
- content (including code) on third party Internet sites, third party programs or third party conduct,
- viruses or other disabling features that affect your access to or use of the service,
- incompatibility between the service and other services, software and hardware,
- delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the service in an accurate or timely manner, and
- claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. They also may not apply to you because your province or country may not allow the exclusion or limitation of incidental, consequential or other damages.
- this remedy does not fully compensate you for any losses, or fails of its essential purpose; or
- MetroScript knew or should have known about the possibility of the damages.
15. Changes to the Service; If We Cancel the Service.
We may change the service or delete features at any time and for any reason. We may cancel or suspend your service at any time. Our cancellation or suspension may be without cause and/or without notice. Upon service cancellation, your right to use the service stops right away. Once the service is cancelled or suspended, any data you have stored on the service may not be retrieved later. Our cancellation of the service will not alter your obligation to pay all charges made to your billing account. If we cancel the service in its entirety without cause, then we will refund to you on a pro-rata basis the amount of payments that you have made corresponding to the portion of your service remaining right before the cancellation.
16. Interpreting the Contract.
All parts of this contract apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this contract as written. If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of this contract will not change. This is the entire contract between you and us regarding your use of the service. It supersedes any prior contract or statements regarding your use of the service. If you have confidentiality obligations related to the service, those obligations remain in force (for example, you may have been a beta tester). The section titles in the contract do not limit the other terms of this contract.
We may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other person. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the service or any part of the service.
18. No Third Party Beneficiaries.
This contract is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under this contract.
19. Claim Must Be Filed Within One Year.
Any claim related to this contract or the service may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed in time, then that claim is permanently barred. This applies to you and your successors. It also applies to us and our successors and assigns.
20. Controlling Law.
This Agreement is made under, and shall be construed and enforced in accordance with, the substantive laws (without reference to choice of laws rules) of the Commonwealth of Pennsylvania.
21. Notices We Send You; Consent Regarding Electronic Information.
This contract is in electronic form. We have promised to send you certain information in connection with the service and have the right to send you certain additional information. There may be other information regarding the service that the law requires us to send you. We may send you this information in electronic form. You have the right to withdraw this consent, but if you do, we may cancel your service. We may provide required information to you:
Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail. As long as you can access and use the service, you have the necessary software and hardware to receive these notices. If you do not consent to receive any notices electronically, you must stop using the service.
- by e-mail at the e-mail address you specified when you signed up for your service;
- by access to a MetroScript web site that will be designated in an e-mail notice sent to you at the time the information is available; or
- by access to a MetroScript web site that will be generally designated in advance for this purpose.
Notices and Procedure for Making Claims of Copyright Infringement
Under Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to service provider's designated agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.
Copyright and Trademark Notices
All contents of the service are Copyright © 2004-2010 MetroScript Corporation and/or its suppliers, 3 Buckwalter Circle, Royersford, PA 19468 U.S.A. All rights reserved. Copyright and other intellectual property laws and treaties protect any software or content provided as part of the service. We or our suppliers own the title, copyright, and other intellectual property rights in the software or content. MetroScript and/or other MetroScript products and services referenced herein may also be either trademarks or registered trademarks of MetroScript in the United States and/or other countries. The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, domain names, e-mail addresses, logos, people, places and events depicted herein are fictitious. No association with any real company, organization, product, domain name, e-mail address, logo, person, places or events is intended or should be inferred. Any rights not expressly granted herein are reserved.
Health Information and Privacy. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are "HIPAA-ready" or "HIPAA-compliant" and will assist with or ensure compliance with HIPAA. You are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information. You are solely responsible for the use of the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information by any client, employee, author, or other user you sign-up to use the service and accept these terms and conditions on their behalf.
Potentially Unwanted Software
If you remove or disable "spyware," "adware" and other potentially unwanted software ("potentially unwanted software"), it may cause other software on your computer to stop working, and it may cause you to breach a license to use other software on your computer (such as where the other software installed the potentially unwanted software on your computer as a condition of your use of the other software). By using features of the service intended to help you remove or disable potentially unwanted software, it is possible that you will also remove or disable software that is not potentially unwanted software. If a feature of the service prompts you before removing or disabling potentially unwanted software, you are solely responsible for selecting which potentially unwanted software the service removes or disables. Before authorizing the removal of any potentially unwanted software, you should read the license agreements for the potentially unwanted software.
Please respect the rights of artists and creators. Content such as music, photos and video may be protected by copyright. People appearing in content may have a right to control use of their image. You may not share other people's content unless you own the rights or have permission from the owner.
Customer support is not offered for the service, unless provided otherwise in this contract or the materials we publish in connection with a particular service specify that it includes customer support.