MySammy, LLC ("MySammy") provides its subscription service ("Service") to you or your organization ("The Customer") subject to the following terms. The software will collect certain usage data from The Customer’s computers to facilitate MySammy to provide Service to The Customer.
2. CUSTOMER'S WARRANTY
The Customer represents and warrants to MySammy: (a) that you are at least 18 years old; (b) you have full power, authority, and legal capacity to enter into the Agreement and follow its obligations, and if you are registering on behalf of a company or other entity, you have the authority to bind your principal or employer company; (c) The Customer has full power to install this software to collect usage data on this computer without violating this computer users legal rights; (4) The Customer has disclosed the nature of the data being collected for MySammy Service to the users of this computer.
3. OBLIGATION TO REGISTER
The Customer must register with MySammy prior to installing this software. When completing the registration form, The Customer warrants the information provided are true, accurate and complete, and will maintain and promptly update The Customer’s information in the future. If The Customer provides any information that is untrue, inaccurate, or incomplete, or MySammy has reasonable grounds to suspect that the information is untrue, inaccurate, or incomplete, MySammy has the right to suspend or terminate the Service.
The Customer agrees this software is licensed on a subscription base and is provided as a service only. MySammy will charge fees to access the Service. The fee may change from time to time, with or without prior notice. MySammy may give The Customer notice of pricing changes by posting notice on MySammy website, by invoice message, e-mail, letter, or by other reasonable means. The Customer agrees to pay the subscription fee before it becomes due (except Disputed amounts). If The Customer fails to pay subscription fees within 30 days of invoice date, MySammy has the option to charge The Customer a late fee or suspend or terminate Customer’s service. The late payment charge will be equal to the lesser of : (a) 1.5% per month, (b) The maximum amount allowed by applicable law. A “Disputed” amount is one for which The Customer has given MySammy written notice, adequately supported by bona fide explanation and documentation. Any invoiced amount not Disputed within 6 months of the invoice date is deemed correct and binding by The Customer. The Customer is liable for all fees and expenses, including attorney’s fees, reasonably incurred by MySammy in attempting to collect any charges owed under this Agreement. The Customer may cancel The Customer’s Service at anytime, but MySammy will not refund any fees that may have been paid or accrued before The Customer cancels. MySammy may also charge The Customer for any sales or use taxes to which the Service is subject. When The Customer cancels Service, The Customer must uninstall MySammy software from The Customer’s computer and delete all electronic copies of the MySammy installation package.
5. FREE TRIAL
MySammy may offer a free trial period for evaluation. The Customer may cancel a free trial any time before the free trial period expires. If The Customer chooses not to cancel a free trial before its expiration, then it implies that The Customer wishes to proceed with purchasing MySammy’s Service at the level and options indicated upon registration and sign up of the free trial.
6. FREE VERSION
MySammy may provide Service free of charge without expiration. MySammy may purge The Customer’s free account after 90 days of in-activity.
7. LIMITED WARRANTY
MySammy warrants to The Customer that the software is free from viruses. To the best of MySammy's knowledge, the use of this software and documentation does not infringe upon any third party's intellectual property rights. THE CUSTOMER’S USE OF THE SERVICE IS AT THE CUSTOMER’S SOLE RISK. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE SERVICE IS PROVIDED AND THE SOFTWARE IS LICENSED “AS IS” WITHOUT WARRANTY OF ANY KIND OTHER THAN STATED IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABLITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND MYSAMMY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. No agent of MySammy is authorized to make any other warranties or to modify this limited warranty. Any action from The Customer to seek remedy of MySammy breaching the limited warranty must be commenced within one year of The Customer’s last paid service fee. Some jurisdictions do not allow any limit on the length of an implied warranty, therefore the above limitation may not apply to The Customer. The Customer has specific legal rights pursuant to this warranty and, depending on The Customer’s jurisdiction, may have additional rights.
8. BREACH OF WARRANTY
In the case of a breach of the Limited Warranty, The Customer’s exclusive remedy is as follows: The Customer will uninstall and delete all electronic copies of the Software. At MySammy's discretion, MySammy will either send The Customer a replacement copy of the Software at MySammy's expense, or terminate The Customer’s Service and issue a prorated or full refund of the last subscription fee The Customer paid to MySammy.
9. LIMITATION OF LIABILITY
MYSAMMY IS NOT LIABLE TO THE CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COMPENSATORY, SPECIAL, OR OTHER INTAGIBLE LOSSES CONNECTED WITH OR RESULTING FROM THIS SERVICE AGREEMENT OR THE CUSTOMER’S USE OF THIS SOFTWARE. UNDER NO CIRCUMSTANCE WILL MYSAMMY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO CUSTOMER’S USE OF THE SOFTWARE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHEHTER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF THE AMOUNT OF FEES PAID BY CUSTOMER TO MYSAMMY IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. The Customer’s jurisdiction may not allow such a limitation of damages; therefore this limitation may not apply.
10. RIGHT TO CHANGE SERVICE
MySammy reserves the right at any time to change or discontinue, temporarily or permanently, the Service or any part of it with or without notice. MySammy will not be liable to The Customer or to any third party for any modification, suspension, or discontinuance of the Service.
11. OWNERSHIP AND RESTRICTIONS
The license granted in this Service Agreement does not constitute a transfer of sale of MySammy’s ownership rights of MySammy Software and databases. MySammy retains all rights, title, and interest in and to the MySammy databases including all related intellectual property rights. The Customer will use The Customer’s best efforts to prevent and protect the contents of the MySammy databases from unauthorized use or distribution. The Customer must not copy, reproduce, alter, modify, reverse engineer, create derivative works, or publicly display any content of the Service, including the MySammy databases, unless expressly authorized in this Service Agreement.
The Customer agrees to indemnify and hold MySammy, and its subsidiaries, affiliates, officers, managers, members, agents, representatives, and employees, harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from The Customer’s usage of this software and Service, The Customer’s violation of this agreement, or The Customer’s violation of any rights of a third party.
The Customer has the right to terminate or cancel The Customer’s Service at any time. The Customer understands and agrees that the cancellation of The Customer’s Service is The Customer’s sole right and remedy with respect to any dispute with MySammy. MySammy, in its sole discretion, may terminate The Customer’s Service. If the termination is due to violation of this service agreement, MySammy will not be liable to The Customer for termination of The Customer’s Service. The Customer agrees to uninstall and destroy all electronic copies of the Software upon termination of the Service.
Either party may assign this Agreement or any of its rights hereunder to an affiliate or successor upon notice to the other party. A Customer affiliate or successor must meet MySammy’s creditworthiness standards for the assignment to become effective. All other assignments are void.
16. DISPUTE RESOLUTION
Any claim or dispute (“Dispute”) arising out of or relating to this Agreement (other than claims relating to indemnification and equitable relief) must be resolved by binding arbitration of a single arbitrator under the rules of the American Arbitration Association at a mutually agreed upon location in Los Angeles County, California. The arbitrator must base his or her decision upon this Agreement and applicable law, and has no authority to order consolidation or class arbitration, or award punitive damages or any other relief beyond what the Agreement provides. The arbitrator must apply applicable statues of limitation, subject to limitation of actions terms set forth in this Agreement. The parties agree that all Disputes must be pursued on an individual basis in accordance with the procedure noted above, and waive any rights to pursue any Dispute on a class basis, even if applicable law permits class actions or class arbitrations.
17. ENTIRE AGREEMENT
This Agreement (including Service Attachments and Exhibits referenced herein, and other documents incorporated by reference) constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other prior or contemporaneous representations, understandings or agreements.