IMPORTANT-READ CAREFULLY: BY PERFORMING THE ELECTRONIC ACCEPTANCE PROCESS, OR BY CLICKING THE ACCEPTANCE BUTTON, OR BY UTILIZING THE eBLVD SERVICES YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THE eBLVD SERVICES ARE NOT AVAILABLE TO PERSONS UNDER 18 YEARS OF AGE.
This agreement ("Agreement") is between You and ENC Technology Corp ("eBLVD"), for use of the eBLVD services. The service which You selected or initiated may include the Online Meetings service, the Remote Desktop service, the Support Center service, and/or other audio, data, and web communications services provided by eBLVD ("Services"), as more fully described in Section 1 immediately below. "You" refers to the individual who registered and/or provided eBLVD his or her identifying information and credit card or other payment mechanism for the Services. If You are purchasing Services on behalf of an entity, then you certify that you are authorized to approve for purchase and contractually bind such entity ("Contracting Party"), and that "You" refers to yourself in addition to Contracting Party. You hereby attest that you have read, understand and agree to be bound by all of the terms and conditions of this Agreement. If You do not agree with the terms of this Agreement, click the "Cancel" button and do not continue, use or join any remote session supported by the Services.
eBLVD will provide Services in accordance with this Agreement. eBLVD may at its sole discretion modify the features of the Services from time to time without prior notice. The selection(s) made and submitted by You during the registration process will identify the specific Service or Services subscribed to by You.
The following describes the Services currently offered by eBLVD:
a. Online Meetings. By subscribing to the Online Meetings Service, You and your authorized users may access and use the Online Meetings online meeting application for the sole purpose of conducting online meetings between You and your authorized users and their respective invited attendees.
b. Remote Desktop. By subscribing to the Remote Desktop Service, You and your authorized users may access and use the Remote Desktop remote-access screen-sharing application for the sole purpose of remotely accessing and controlling authorized PCs, Servers, and other computers.
c. Support Center. By subscribing to the Support Center Service, You and your authorized users may access and use the Support Center screen-sharing application for the sole purpose of providing automated remote assistance to internal and external customers.
a. You on behalf of the Contracting Party agree to: (i) provide certain limited information about Yourself and the Contracting Party as prompted to do so by during the registration process or thereafter (such information to be current, complete and accurate) and (ii) maintain and update this information as required to keep it current, complete and accurate. The information requested at the time of the original registration shall be referred to as registration data ("Registration Data").
b.You will be issued licenses and receive other account information upon completion of the registration process. You and the Contracting Party agree to carefully safeguard all of Your passwords. You and the Contracting Party are solely responsible if You or the Contracting Party do not maintain the confidentiality of Your passwords and account information. You agree to (a) immediately notify eBLVD of any unauthorized use of Your account (b) or any other breach of security that becomes known to You.
c. You agree that You are solely responsible for the of all visual, written or audible content sent by You or in eBLVD meetings or sessions hosted by You. You agree not to use the Services to communicate any message or material that is unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature, or would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation. Although eBLVD is not responsible for any such communications, eBLVD may remove access to any such communications of which eBLVD becomes aware, at any time without notice.
In the event that You select one or more fee-based Services, eBLVD invoicing for Services begins on the first day that access is available to You, and monthly or annually thereafter. Any additional fees, setup fees, per-use fees, teleconferencing fees, or any other additional fee or charge associated with Your use of the Services are invoiced monthly in advance, based on actual usage. You agree that eBLVD may charge to Your credit card or other payment mechanism submitted by You and approved by eBLVD any and all amounts due and owing for the Services, including regular Service subscription fees, set up fees, overage fees, per-use fees, conferencing fees, or any other fee or charge associated with Your use of the Services ("Your Account"). You agree that if you voluntarily install the eBLVD software on more computers than you are licensed for, eBLVD will charge an overage fee that is based on the current monthly or annual list price, calculated on a pro-rated basis.
You also authorize eBLVD to, from time to time and at its discretion, undertake steps to determine whether the credit card or other payment mechanism data that You have provided is current and accurate. Those steps may include, but are not limited to, the use of third party service providers to, among other things, automatically update Your credit card number and expiration date, address, and other applicable information. eBLVD reserves the right to, without notice or prior approval, use the updated information for all past-due, current and future transactions.
The Services will continue to be provided to You (and Your credit card or other payment mechanism will continue to be charged) and this Agreement will renew automatically at the end of each monthly plan ("Monthly Plan") or annual plan ("Annual Plan") period (as selected by You when You registered for the Service), unless You give eBLVD notice that You want to terminate this Agreement. Such notice must be given subject to Section 9(b), below. In the event that You do not provide eBLVD with a valid credit card or other payment mechanism number with sufficient credit throughout the effective period of this Agreement, You will be in violation of this Agreement, and eBLVD may suspend the Services and terminate this Agreement, subject to Section 9(c) below. eBLVD may change prices at any time without prior notice. You agree that in the event eBLVD is unable to collect the fees owed to eBLVD for the Services through Your Account, eBLVD may take any other steps it deems necessary to collect such fees from You and that You will be responsible for all costs and expenses incurred by eBLVD in connection with such collection activity, including collection fees, court costs and attorneys' fees. You further agree that eBLVD may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due.
Notwithstanding any error on the part of eBLVD, or any provision of this Agreement or any course of dealing between the parties, You and the Contracting Party may not cancel, terminate or rescind a completed subscription payment. All payments by You and the Contracting Party, or either of you, to eBLVD are final.
eBLVD may, at its sole discretion, modify, enhance, upgrade, update and/or expand the features of a Service from time to time but is under no obligation to do so or to inform You or the Contracting Party of such updates. eBLVD may also, from time to time, make available to You additional features ("Additional Features") or upgrades that will enhance or improve delivery and use of the Service. You may elect to obtain those Additional Features or upgrades when available pursuant to specific terms and conditions and other instructions provided by eBLVD. Your use of an Additional Feature or upgrade is at all times otherwise subject to the terms and conditions of this Agreement.
Other than using the Services for remote access in which You are an active participant, and as permitted under the terms and conditions of this Agreement or other written agreements between You and eBLVD, You may not resell, distribute, make any commercial use of, use on a timeshare or service bureau basis, or use to operate a Web-site or otherwise generate income from the Services.
Title, ownership rights and intellectual property rights in the Service shall remain with eBLVD or its suppliers, as applicable. The Services are protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives the You and the Contracting Party no rights to such content. The "eBLVD" and associated logos, and other names, logos, icons and marks identifying eBLVD's products and services are trademarks or service marks of eBLVD (collectively the "Trademarks") and may not be used without the prior written permission of eBLVD. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of eBLVD or such third party that may own the trademarks. Use by You and the Contracting Party of the Trademarks except as provided in this Agreement is strictly prohibited.
Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any non-public information or materials provided by the other party under this Agreement and reasonably understood to be confidential ("Confidential Information"), or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes available through the public domain, (ii) is already lawfully in the receiving party's possession, (iii) was known to the receiving party prior to the date of disclosure, (iv) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (v) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, providing receiving party provides disclosing party timely notice of such court order or subpoena. Furthermore, Customer will keep in strict confidence all passwords and other access information to the Services.
eBLVD reserves the right to discontinue or modify any and trial offers, promotional offers, discount offers, coupons, credits, and other special offers at our sole discretion. At the end of any applicable Free Trial period offered by eBLVD and selected by You, You will be automatically presented the opportunity to subscribe to the Services plan You selected at Registration, and in the event that You select a fee-based Service, eBLVD will bill Your credit card or other payment mechanism for the Services pursuant to the terms and conditions of this Agreement and as set forth in Section 3, in particular. If at the end of the Free Trial period you do not wish to subscribe to a fee-based plan, simply discontinue use of the Services. We will not automatically enroll you to a fee-based plan without your permission.
eBLVD and/or its suppliers, as applicable, retain ownership of all proprietary rights in the Services and in all trade names, trademarks and service marks associated or displayed with the Services. You will not remove, deface or obscure any of eBLVD's or its suppliers' copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services.
You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the software; modify, translate, or create derivative works based on the software; or copy (except for archival purposes), rent, lease, distribute, assign, or otherwise transfer rights to the software; use the software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels on the software. As between the parties, you acknowledge that eBLVD and its licensors retain ownership of all software, any portions or copies thereof, and all rights therein. Upon termination of this Agreement for any reason, this License will terminate and you will destroy and cease to use the software. THE SOFTWARE IS PROVIDED "AS IS" AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY FOUND IN THIS AGREEMENT.
a. If (i) You fail to comply with any provision of this Agreement; (ii) eBLVD is unable to verify or authenticate any information You provide to eBLVD; (iii) information You provide is inaccurate; or (iv) eBLVD decides, in its sole discretion, to discontinue offering the Services, eBLVD may terminate this Agreement immediately without notice. eBLVD shall not be liable to You or any third party for termination of the Services.
b. You may terminate this Agreement, and end Your use of the Services upon cancellation by contacting eBLVD Customer Care via telephone (+1.760.727.7277), postal mail (c/o eBLVD Customer Care, 2244 Faraday Ave STE 120, Carlsbad CA 92008), or FAX (+1.760.454.0487), or by logging into Your Account, and selecting "Contact Us" at https://www.eblvd.com/contact.aspx at least seventy-two (72) hours if your term is monthly, and 30 days if your term is yearly; prior to the end of Your term ("Term"). If You select the Monthly Plan, Your Term will be monthly. If You select the Annual Plan, Your Term will be yearly. You may not terminate this Agreement in the middle of Your Term. In the event that You do terminate this Agreement in the middle of Your Term, the termination will remain pending and will not take effect until the end of Your Term.
c. Upon the effective termination of this Agreement, eBLVD will provide you with a termination code. It is your responsibility to obtain this code. If you have not received this code, your account is not terminated and your credit card or other payment mechanism will continue to be charged. You agree that in the absence of the termination code, continued charges to your credit card or other payment mechanism are authorized until such time that said code is obtained from eBLVD. Non-use of your account does not constitute termination of your account. You agree to pay the reoccurring charges on your account until it is formally terminated, even if you have not used the service during the billing period(s) in question. Upon termination, You must cease any further use of the Services and destroy any copies of associated software within Your possession and control. You shall remain liable for all fees incurred or accrued by You and any fees You have paid in advance are non-refundable. Sections 2 through 15, excluding Section 4, shall survive any termination of this Agreement.
You acknowledge that any use of the Services contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Services, may cause irreparable injury to eBLVD, its affiliates, suppliers and any other party authorized by eBLVD to resell, distribute, or promote the Services ("Resellers"), and under such circumstances eBLVD, its affiliates, suppliers and Resellers will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.
Subject to the terms hereof, eBLVD will provide you with continuous electronic or email support services for the Service and associated software. Under no circumstances will eBLVD have any obligation to provide you with hard- copy documentation, upgrades, enhancements, modifications, 24 hour, regular or toll-free phone support.
The Products are not 100% fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems in which the failure of the Products could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Accordingly, eBLVD and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND eBLVD, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. eBLVD, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. You agree to indemnify, defend and hold harmless eBLVD, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from Your use of the Services, Your violation of this Agreement or the infringement or violation by You or any other user of Your account, of any intellectual property or other right of any person or entity. Without limiting the foregoing, the Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. Without limiting the generality of the foregoing, eBLVD, its affiliates, suppliers and Resellers specifically disclaim any express or implied warranty of fitness for such purposes.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL eBLVD OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF eBLVD, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, eBLVD'S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE PREVIOUS 12 MONTHS. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
You may not remove or export from the United States or allow the export or re-export of any part of the software or applicable documentation, if any, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and Documentation licensed in this Agreement are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
15.1 Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of the State of California , U.S.A. , as applied to agreements entered into and to be performed in California by California residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving San Diego County, California.
15.2 Waiver and Severability. Failure by either party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
15.3 General Provisions. This Agreement embodies the entire understanding and agreement between the parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. eBLVD may change the terms of this Agreement at any time by posting modified terms on its website. This Agreement has been prepared in the English Language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. All notices or other correspondence to eBLVD under this Agreement must be sent to the address provided in Section 9(b), above, or other address as provided by eBLVD for such purpose. Any and all rights and remedies of eBLVD upon Your breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by this Agreement or by law or equity on eBLVD, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only and will not be considered in construing this Agreement.