TERMS AND CONDITIONS
“Subzero Solutions” is the service mark of Subzero Solutions, LLC “Subzero Solutions” is the name and style under which Subzero Solutions provides its technical support services. All references to Subzero Solutions refer to Subzero Solutions.
“Subzero Solutions PORTAL”
Services include any Subzero Solutions Service Plan or Product Plan or Plan Order that you enter into with Subzero Solutions through use of the Subzero Solutions web portal located atwww.subzero-solutions.com (the “Subzero Solutions Portal”). These Terms govern and apply to all Subzero Solutions plans available through the Subzero Solutions Portal, and any use of the Subzero Solutions Portal. In the event of any conflict, these Terms will prevail and control any Plan Order Form that you submit requesting Services (“Plan Order”).
“Materials” means any web casts, download areas, white papers, press releases, datasheets, FAQs, product information, quick reference guides, or other works of any kind that are made available to download from the Subzero Solutions Portal. Materials are the proprietary and copyrighted work of Subzero Solutions and/or licensors and its suppliers.
“Software” means a computer program of any kind, whether owned by Subzero Solutions or a third party, whether delivered via download, CD, other media, or other delivery methods, including client and/or network security software. Elements of the Software are protected by copyright, trade secret, unfair competition, and other laws.
SCOPE OF SERVICES
You may initiate the Services via telephone, via the Site, or other means made available by Subzero Solutions. Subzero Solutions will use commercially reasonable efforts to answer your technology problem and resolve the same for a fee as set forth in the Site or as quoted on the telephone, as applicable. Subzero Solutions may provide certain portions of the Services via remote control session, online chat or e-mail. We may set forth limits to the technology we can support. Certain Services may have minimum system requirements.
Subzero Solutions Services includes Services that are available on a one-time basis, for a fee (“Incidental Services”); as well as subscription Services, which entitles you to more than one Service over a period of time, for a recurring fee (“Subscription Services”).
AUTHORIZATION TO ACCESS YOUR COMPUTER; MONITORING OF THE SERVICES
You acknowledge that by your use of the Services you are authorizing Subzero Solutions to access and control your computer or any other device (collectively “Device”) for the purposes of diagnosis, service, and repair.
In connection with and for delivering the Services, Subzero Solutions may need to download and use software, gather system data, take remote control of your Device and access or modify your Device settings. By accepting these Terms, you hereby grant Subzero Solutions the right to connect to your Device, download and use the software on your Device to gather system data, repair your Device, take remote control of your Device and change the settings on your Device while performing the Services. Other than as set forth in the warranty section below, you agree that Subzero Solutions shall have no responsibility or liability under any circumstance whatsoever at any time for any loss or harm whatsoever that may arise from or may be related to the use or provision of the Services.
Subzero Solutions shall have no obligation for any claim resulting or arising from Subzero Solutions’s compliance with your written specifications or directions, including the incorporation of any software or other materials or processes provided by or requested by you.
We may, but have no obligation to, monitor and/or to review all materials posted to the Site or through the Site’s Services or features by third parties, and we are not responsible for any such materials posted by third parties. We are not responsible for any failure to monitor, review and/or delete any materials posted to the Site or through the Site’s services or features by third parties. However, we reserve the right at all times to disclose any information as necessary or advisable to satisfy any law, regulation or government request; and to edit, to refuse to post or to remove any information or materials, in whole or in part, that, in our sole discretion, are in violation of these Terms or applicable law. We may also impose limits on certain features of the Site or restrict your access to a part of or all of the Site without notice or penalty if we believe you are in breach of these Terms or in violation of applicable laws.
Subzero Solutions DOES NOT PROVIDE SEPARATE BACKUP COPIES OR SUPPORT INSTALLATION OF UNLICENSED SOFTWARE TO CUSTOMERS. PLEASE ENSURE THAT YOU HAVE A LICENSED COPY OF ALL NECESSARY SOFTWARE.
The Services may sometimes not be successful because the problem may be beyond our ability to resolve remotely. If you have purchased an Individual Service from Subzero Solutions, then the following warranty applies: if we are not able to answer your question or resolve your technology problem and you have complied with all of your obligations under these Terms, we will not charge you a fee for the Individual Service. If you experience a problem with the resolution we provided and you call us within five (5) days from the day you originally received the Individual Service, we will use commercially reasonable efforts to try to resolve your problem at no additional charge. If those efforts are unsuccessful, we will refund the fees that you paid for the Individual Service.
Subzero Solutions makes no warranties or representations with respect to advice, guidance, information or other content posted to the Community portion of the Site or otherwise supplied to the Site by any third party, and expressly disclaims all warranties, express or implied, with respect to Community content and other third-party content available on the Site.
DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ALL ADVICE, CONTENT, AND SOFTWARE) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OF THE SERVICES, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Subzero Solutions DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR-FREE, OR SUCCESSFUL IN RESOLVING YOUR QUESTION OR TECHNOLOGY PROBLEM. Subzero Solutions MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS, CONTENT OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES SHALL CREATE ANY WARRANTY. ANY CONTENT OR SOFTWARE THAT YOU ACCESS, DOWNLOAD OR USE WITH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM SUCH ACTIVITIES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
USE OF SOFTWARE AND TOOLS
Subzero Solutions may need to download and/or run software on your Device to help diagnose and resolve your technology problem. Subzero Solutions uses several types of software: the first type provides Device system information to Subzero Solutions which helps us diagnose and resolve your technology problem, the second type allows Subzero Solutions to remotely control your Device and modify its settings or software, and the third type generally consists of utilities and other tools to improve Device performance and help resolve your technology problem.
You acknowledge and agree that use of all Subzero Solutions software and third-party software and tools accessed, downloaded or otherwise provided or made available with the Services (collectively “Software”) are subject to the license agreements that may appear or be referenced when you access or download the Software. You may not access, download or use any Software without agreeing to the terms and conditions of the license agreements without modification. You agree that we may download and utilize Software from third-party Web sites and accept any applicable license agreements on your behalf. You hereby acknowledge and agree that we may download and install trial versions of Software that will expire and cease to function after a certain period of time (usually thirty days) unless you purchase a license to continue using such Software. You may use the Subzero Solutions Software only in connection with the Services and for no other purpose. You agree that we may but are not obligated to, remove any Software downloaded to your Device during the Services after we have completed or terminated the Services.
ACCEPTABLE USE POLICY (AUP)
GUESTS: LIMITED PERMISSION TO USE OF Subzero Solutions PORTAL
Services against any Plan Order will be available once you have made payment for Services according to the requirements of the corresponding Plan Order. Subzero Solutions has no obligation to render Services under any Service Plan if the payments as required under any Plan Order have not been so made.
As a Guest, you may use the Subzero Solutions Portal and Materials (defined below) specifically designated as available to guests on the Subzero Solutions Portal for the limited purposes of (a) deciding whether to subscribe to the Services provided by Subzero Solutions, (b) registering with Subzero Solutions and submitting Plan Orders only. The foregoing grant of access is a non-exclusive and is revocable.
Subzero Solutions may provide you with the use of e-mail services, addresses, bulletin board services, instant messaging services, chat areas, news groups, forums, communities, personal web pages, calendars, file cabinets and/or other message or communication facilities designed to enable you to communicate with Subzero Solutions’s employees and others as appropriate to your Service under a Plan Order (each a “Communication Service” and collectively “Communication Services”). Communications Services shall only be used under an accepted Plan Order, and not for any other purpose.
You further consent to receive calls and e-mails from or on behalf of Subzero Solutions regarding your Subscription Services, including renewals thereof and other related product or services from Subzero Solutions, which may be of interest to you, at the telephone numbers provided in your Subscription Plan, including your wireless number if provided. Please note that the foregoing consent is not a condition of purchase. If you do not wish to receive such calls and e-mails from Subzero Solutions, you can indicate your preference by following the instructions included in such communication or by emailing us at email@example.com or you may contact us at (888) 983-7709 or write to Customer Support, Subzero Solutions, Subzero Solutions, LLC, 5162 Duke St. , 3rd Floor Halifax, NS B0K 1N7 to opt-out.
LIMITED PERMISSION TO USE THE Subzero Solutions PORTAL, MATERIALS, AND SOFTWARE
As permitted through a Service, you may use Materials and Software (as defined below) posted on the Subzero Solutions Portal, or made available in connection with a Plan Order which may be available for additional purposes and or subject to additional restrictions.
GENERAL USE RESTRICTIONS
Any other use of the Subzero Solutions Portal, Services, Materials or Software, other than as explicitly permitted by Subzero Solutions is prohibited. Rights to execute, copy, modify, display, transmit, distribute, manufacture, use, sale are all reserved to Subzero Solutions and its suppliers. Reverse engineering and decompilation of the Software are strictly prohibited.
You must cooperate with Subzero Solutions and promptly respond to our requests for information and comply with our requests to take actions to resolve your technology problem. In order to help resolve your technology issue, you may be required to consent to the downloading and use of Software on your Device and accept all applicable license agreements for the Software.
In connection with obtaining Services, you agree that you will:
- Cooperate with the Subzero Solutions Engineer:We will use commercially reasonable efforts to provide the support to you. Our experience shows that most issues can be corrected with close coordination cooperation between you and the engineer. Please listen carefully to the engineer and follow the engineer’s instructions. You must confirm that the following conditions are true:
1.1The situation giving rise to the question is reproducible on a single system, i.e., one central processing unit with its workstations and other peripherals;
1.2You must have knowledge regarding the hardware system, any software involved, and in the facts and circumstances surrounding the incident;
1.3 The full system, including software and hardware, is available to you and accessible by you without limit during any telephone discussions with Subzero Solutions support personnel.
- Software/Data Backup:You understand and agree that Subzero Solutions shall under no circumstance be responsible for any lost or corrupted software or any kind of data belonging to you on the device being serviced or any external device connected to it in anyway, while performing the Services for you. Subzero Solutions strongly recommends that you at all times maintain a complete back up of data and disaster recovery plan.
- Account, Password, and Security:For you to submit a Plan Order, you must complete the Registration Process by providing us with current, complete and accurate information as prompted by and required under the applicable Registration Form. You also will choose a password and a username. You are solely and entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account. You hereby agree to notify Subzero Solutions immediately of any unauthorized use of your account or any other breach of security. Subzero Solutions will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Subzero Solutions or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
FEES AND PAYMENT
The applicable fees for the Services you order may be quoted on the telephone and/or may be available on the Site. The fee for the Services will be charged directly on your credit card and you agree to pay the charges applicable to the Services selected by you, as well as any applicable taxes.
The Services may not always be available in your time zone or geographic location. The Services may not always be available due to system maintenance or Internet service disruptions.
In order to obtain Subscription Services, you must at all times have current and functional antivirus software in place and running on your Device. Failure to maintain such software may result in additional charges and fees. In order to purchase Subscription Services, your covered Device(s) must be virus free (as determined by us) at the time that you purchase the Subscription Service. If We determine that your Device is infected by a virus, we may require that you purchase a service to clean your Device prior to obtaining Subscription Services.
Subzero Solutions reserves the right to terminate your Subscription Service, upon notice, if Subzero Solutions determines, in its sole business judgment, that your Subscription Service is being used
(c) by any person other than you,
(d) for any Device other than a registered system,
(e) unreasonably, or
(f) in excess of five (5) completed, in-scope Service incidents per any ninety (90) day period.
The membership recurring charges will apply every 30th of the month for the amount agreed to during the purchase. In the event that your Subscription Service is terminated, Subzero Solutions will refund to you a pro rata portion of any fees that you have prepaid for the Subscription Services. Subscription Services may be subject to additional requirements, limitations, and restrictions depending on the subscription level you purchased. Please refer to the Site for details on those restrictions.
It may be necessary for Subzero Solutions to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the software installed on it and your computer system(s), which may temporarily degrade the quality of the Services or result in a partial or complete outage of the Software. Subzero Solutions provides no assurance that you will receive advance notification of such activities or that the Software or Services will be uninterrupted or error-free. Unless otherwise agreed to in writing between you and Subzero Solutions, any degradation or interruption in the Software or Services shall not give rise to a refund or credit of any fees paid by you.
USE OF THE SERVICES
Your use of the Services is only for your personal and internal business purposes on your technology, and not for commercial use, including resale or transfer to others. You may not sell, lease or rent access to or use of the Services. You may not allow manufacturers, suppliers or vendors of your technology or providers of services relating to such technology, to access or use the Services.
USE OF THE CONTENT
You may not use, download or copy any information, data, text, photographs, graphics, video, or other materials provided with the Services (“Content”) unless: (1) You use the Content solely for personal, informational and non-commercial purposes; (2) Subzero Solutions’s trademarks and copyright symbol and statement set forth on each page of the Site appears on each downloaded or copied page; and (3) no modifications are made to any Content. The rights granted to you in connection with the Services do not constitute a sale or transfer of title. Subzero Solutions reserves the right to revoke the authorization to view, download and print the Content available on the Site at any time, and any such use shall be discontinued immediately upon notice from Subzero Solutions. Except as expressly provided herein, you may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any Content from the Services in whole or in part without the prior written permission of Subzero Solutions. Any rights not expressly granted herein are reserved by Subzero Solutions.
You shall not: (a) “mirror” any Content on the Site on any other server without Subzero Solutions’s prior express written permission, (b) use the Service for any illegal purpose, (c) misuse, abuse or make any unauthorized use of any property, network, website, personnel or equipment of Subzero Solutions or its customers or its suppliers, including but not limited interfering with or otherwise disrupting networks connected to the Service, (d) engage in any activities or actions in connection with the Services that infringe or misappropriate the intellectual property rights of others, including without limitation, copyright, patent, trademark, trade secret and confidential information, (e) engage in any activities that violate the personal privacy or publicity rights of others; (f) access, monitor or use data, traffic, computers, systems, facilities or networks provided with or accessible from the Services, without proper authorization, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network; (g) send unsolicited commercial messages, advertising, informational announcements or communications in any form (“SPAM”) in connection with the Services; or (h) interfere with the Services or any system, service, network, or person accessible from the Services, including without limitation deliberate attempts to overload a system by the multiple postings of messages.
If you have purchased Personal Subscription Services, the subscription applies to all peripheral devices (e.g. printers, cameras, home networks) that are attached to your personal computer at the time that you purchase the Subscription Services. Activation or troubleshooting of other peripheral devices (e.g. devices that are acquired after the date of your Subscription Services purchase) may require an additional fee.
If you have purchased Family or Home Office Subscription Services, you may obtain Services for the permitted number of personal computers, provided that all of those computers are located at a single physical address or, under the Family Plan only, are a student at a school, college or university in the Canada or Canada. Personal computers located at any other physical address cannot be added to the Family or Home Office Subscription.
If you have purchased Business Subscription Services, you may obtain Services for the permitted number of computers belonging to your business. Each of your computers covered by your Business Subscription will receive a unique identifier. You may not obtain services for your business computers unless the identifier matches a record in our system. If you wish to remove one business computer/device from your Business Subscription and substitute another business computer/device, please contact us. It’s at the sole discretion of Subzero Solutions to accommodate such a request.
MODIFICATIONS TO THE SERVICES
We reserve the right, for any reason, in our sole discretion and without notice to you, to modify, terminate, change, suspend or discontinue any and all aspects of the Services, including Content, Software, features and/or hours of availability, and we will not be liable to you or to any third party for doing so.
While we use reasonable security measures to deliver the Services, you understand and acknowledge that no data transmission over the Internet can be guaranteed to be 100% secure and in any event, we cannot guarantee that any personal information you submit to us will be free from unauthorized intrusion.
All comments, feedback, information (other than your personally identifiable information (PII) or billing information) or materials submitted to Subzero Solutions (“Submissions”) shall be considered non-confidential and Subzero Solutions’s property. By providing such Submissions to Subzero Solutions, you agree to assign to Subzero Solutions, at no charge, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions. Subzero Solutions shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. As part of any subscription Services purchased by you, you acknowledge and agree that Subzero Solutions may retain some of your personally identifiable information (PII) or billing information for purposes of record retention and for purposes of billing any renewals of the Subscription Services, which shall not be subject to the foregoing assignment provision. You acknowledge that you are responsible for the Submissions that you provide and that you have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality, and copyright. You hereby represent, warrant and agree that you shall not upload, post, transmit, distribute or otherwise publish through the Site, or any service or feature made available on or through the Site, any materials which are, do, or could reasonably be construed to be or do any of the following:
• restrict or inhibit anyone from using and enjoying the Site or the Site’s services;
• are fraudulent, unlawful, threatening, abusive, harassing, libellous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, or that threatens or invites violence, or that is derogatory of others on the basis of gender, race, ethnicity, national origin, religion, sexual preference or disability;
• constitute or encourage conduct that would constitute a criminal offense, give rise to potential civil liability or otherwise violate any local, state, national or international law;
• violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right;
• contain a virus, spyware, or another harmful component;
• contain embedded links, advertising, chain letters or pyramid schemes of any kind;
• constitute or contain false or misleading indications of origin, endorsement or statements of fact; or
• contain sensitive, proprietary or confidential information about yourself or others.
Except as may be expressly permitted in connection with one of the Site’s services, you also may not offer to buy or sell any product or service on or through your Submissions. We will not accept responsibility for any information included in any Submissions created or posted by third parties. You alone shall be responsible for the content and consequences of any and all of your activities and you submit Submissions absolutely at your own risk.
By submitting or sending Submissions to us, you hereby : (i) represent and warrant that the Submissions are not confidential or secret, and no confidential or fiduciary relationship is intended or created between you and us in any way, (ii) represent and warrant that the Submissions are original to you, that no other party has any rights thereto, and that any “moral rights” in Submissions have been waived, and (iii) grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub-licensable right and license to use, copy, reproduce, modify, adapt, print, publish, translate, create derivative works from, distribute, perform and display such material (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, including for promotional and/or commercial purpose, and to authorize others to do so. We cannot be responsible for maintaining any Submissions that you provide to us, nor are we responsible for any information included in any Submissions (for example, without limitation, a blog post or any comments to blog(s) created or posted by Users), and we may delete or destroy any such Submissions at any time.
Subzero Solutions respects the proprietary rights of software and hardware manufacturers and will not install or support materials which are unlicensed to the best of its knowledge. The Services and the Software and Content provided with the Services are protected by law including copyright, trademark, service mark, patent or other proprietary rights and laws. Subzero Solutions is the copyright owner or licensee of the Services, Software, and Content, unless otherwise indicated. If you make use of the Services, Software or Content, other than as expressly provided herein, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of Our trademarks, registered trademarks, service marks, other copyrightable material, patents or any other intellectual property by including them with the Services.
Currently, the Services are only available for residents of the United States and Canada. Subzero Solutions may, from time to time, offer promotions to residents of other countries. You hereby agree to comply with all applicable laws and regulations, including without limitation, Canada export laws, and regulations. You hereby represent and warrant that you are not on the Canada’ prohibited party list and not located in or a national resident of any country on the Canada’ prohibited country list.
AVAILABILITY OF SERVICES AND MATERIALS UNDER FORCE MAJEURE CIRCUMSTANCES
You hereby acknowledge that circumstances outside of Subzero Solutions’s reasonable control (e.g., acts of God, a outbreak of computer viruses, strikes, riots, wars, other military action, civil disorder, acts of terrorism, fires, floods, vandalism, sabotage, acts of third parties, or the like) may cause significant delays in Subzero Solutions’s ability to schedule a support session. You hereby release Subzero Solutions from any and all liability and agree that Subzero Solutions shall not be liable to you or any third party for any direct or indirect damages whatsoever, resulting from such delays. Subzero Solutions or its suppliers may, at any time, without notice or liability, restrict the use of the Service or limit its time of availability in order to perform maintenance activities and to maintain session control.
Subzero Solutions is not obligated to perform any the following:
1. any item or activity not covered by the terms of a Plan Order;
2. service beyond the duration limitations identified in your Plan Order;
3. problem diagnosis and support that may not be completed because of a problem with your computer or other equipment, or their configuration that is beyond our control;
4. Software, including the operating system and software, added to the registered hardware products which are out of scope for the Service Plan;
5. Problems that may and do result inter alia from:
5.1 External causes such as accident, abuse, misuse, or problems with electrical power;
5.2 Usage that is not in accordance with product instructions provided by manufacturer;
5.3 Failure to follow the product instructions provided by manufacturer or failure to perform preventive maintenance;
5.4 Problems caused by using accessories, parts, or components not compatible with the product: or
5.5 Non-Compliance with the Subzero Solutions engineer instructions for resolving the query.
NOTICE SPECIFIC TO MATERIALS AND SOFTWARE AVAILABLE ON THE Subzero Solutions PORTAL, OR THROUGH A SERVICE
For your convenience, Subzero Solutions may make available Materials or Software (as each term is defined below) for use and/or download, whether as a part of a Service or in the promotion of the Services. Use of any Materials and any Software is governed by the more stringent of (a) the terms of the end user license agreement (“EULA”), if any, which accompanies the specific Materials and Software, or (b) if there is no EULA, these Terms.
The Materials and Software are made available for download solely for use by you according to (a) the EULA, and (b) the Plan Order. Any reproduction or redistribution of the service not in accordance with the EULA is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
No logo, graphic, sound or image from any Subzero Solutions Website may be copied or retransmitted unless expressly permitted in writing by Subzero Solutions.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE MATERIALS OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION, REDISTRIBUTION OR ANY OTHER PURPOSE IS EXPRESSLY PROHIBITED UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE EULA ACCOMPANYING SUCH MATERIAL OR SOFTWARE.
END USER LICENSE AGREEMENTS (EULA) – GENERAL
In connection with our Service, we may provide to you a certain software which is owned by Subzero Solutions or its third party licensors and suppliers. We as well as the third party licensors reserve the right to update or change the Software from time to time and you agree to cooperate in performing such steps as may be necessary to install any updates or upgrades to the Software. You may use the Software only as part of, or for use with, the Service in accordance with the Service Plan and for no other purpose.
The Software may be accompanied by an EULA from Subzero Solutions or a third party. Your use of the Software is governed by the terms of both that license agreement and this Agreement, where applicable. You may not install or use any Software that is accompanied by or includes an EULA unless you first agree to the terms and conditions of the EULA.
EULA FOR Subzero Solutions SOFTWARE
With regard to any Software made available to you by Subzero Solutions through the Subzero Solutions Portal for which your acceptance of a separate license agreement is not required (“Subzero Solutions Software”), you are hereby granted a revocable, non-exclusive, non-transferable license by Subzero Solutions to use the Subzero Solutions Software (and any corrections, updates and upgrades). In accordance with and as required under the Service Plan, you shall not make any copies of the Subzero Solutions Software. You agree that the Subzero Solutions Software is the confidential and proprietary information of Subzero Solutions or its third party licensors, providers or suppliers, and which you shall not disclose to others or use except as expressly permitted herein. You may not de-compile, reverse engineer, disassemble, attempt to discover any source code or underlying ideas or algorithms of the Subzero Solutions Software, or otherwise reduce the Subzero Solutions Software to a human readable form, modify, rent, lease, loan, use for timesharing or service bureau purposes, reproduce, sublicense or distribute copies of the Software, or otherwise transfer the Subzero Solutions Software to any third party. You may not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols, or labels appearing on or in copies of the Software. You are not granted any title or rights of ownership in the Subzero Solutions Software. You acknowledge that this license is not a sale of intellectual property and that Subzero Solutions or its third party licensors, providers or suppliers continue to own all right, title and interest, including but not limited to all copyright, patent, trademark, trade secret, and moral rights, to the Subzero Solutions Software and related documentation, as well as any corrections, updates and upgrades. The Subzero Solutions Software may be used in the Canada and Canada only, and any export of the Subzero Solutions Software is strictly prohibited.
Your license to the Subzero Solutions Software shall remain in full force and effect unless and until terminated by Subzero Solutions, its third party licensors, providers or suppliers, or until your Service Plan is terminated as provided by your Plan Order and these Terms. Upon termination of your Service Plan for any reason, you must cease all use of the Subzero Solutions Software and immediately delete the Subzero Solutions Software from your computer.
THIRD PARTY SERVICES
As part of the Services, Subzero Solutions may suggest certain third party services to you (“Third Party Services”). If you choose to subscribe to or otherwise use any Third Party Services, your use of any such services is subject to the terms of service of such third party service provider. You hereby agree to comply with such provider’s terms of service and that the third party provider is solely responsible for delivery of its service(s) to you and your use of them. Third Party Services include, but are not limited to technical support, portal, training, music, gaming and storage services that Subzero Solutions may elect to make available from time to time. Violation of such third party provider’s terms of service may, in Subzero Solutions’s sole discretion, result in the termination of your customer account and use of service.
LIMITATIONS ON ACTIONS
Any cause of action by you must be commenced within one (1) year after the cause of action arose or it shall be forever waived and barred.<
LIMITATIONS ON ACTIONS
Any cause of action by you must be commenced within one (1) year after the cause of action arose or it shall be forever waived and barred.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD Subzero Solutions, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES HARMLESS AT ALL TIMES FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, IN ANY WAY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR YOUR VIOLATION OF THESE TERMS.
LIMITATION OF LIABILITY
IN NO EVENT SHALL Subzero Solutions, ITS SUPPLIERS, AND REFERRAL PARTNERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, WHETHER FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING FROM DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, SOFTWARE, CONTENT OR YOUR DEVICE AND OTHER TECHNOLOGY INCLUDING, WITHOUT LIMITATION, LOST SALES, LOST REVENUE, LOST PROFITS OR OTHER LOSS OF BUSINESS, LOSS OF OR DAMAGE TO DATA, OR COST OF SUBSTITUTE SERVICES EVEN IF Subzero Solutions HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL THE TOTAL LIABILITY OF Subzero Solutions, ITS SUPPLIERS, AND REFERRAL PARTNERS TO YOU IN THE AGGREGATE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SERVICES, SOFTWARE OR CONTENT EXCEED THE GREATER OF THE AMOUNT PAID FOR THE SERVICES AT ISSUE OR US$100.00. IN CASE THE AMOUNT PAID FOR THE SERVICES AT ISSUE IS LESS THAN US$100.00, THEN Subzero Solutions’S LIABILITY SHALL BE LIMITED TO THE AMOUNT WHICHEVER IS LOWER. YOU HEREBY AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR Subzero Solutions ‘S SALE OF SOFTWARE OR SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
TERM AND TERMINATION
Subzero Solutions in its sole election may terminate or suspend your Service immediately without notice if:
(a) you are in breach of any of these Terms (including but not limited to all policies regarding abuse and acceptable use of the Service) or any license for Third Party Software;
(b) your use of the Service is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Service, Subzero Solutions’s network, or the use and enjoyment of Subzero Solutions’s other users;
(c) Subzero Solutions receives an order from any regulatory/legal authority or court to terminate the Service you are using ;
(d) if Subzero Solutions for any reason ceases to offer the Service;
(e) if you are no longer a Subzero Solutions customer, or
(f) Subzero Solutions determines that you are abusing the Service.
Subzero Solutions, in its sole discretion, may refuse to accept your request for the Service, renewal or re-subscription following a termination or suspension of your use of the Service.
If any provision of the Terms of Service be held invalid or unenforceable, that portion shall be enforced to the maximum extent possible, and all other provisions contained in the Terms of Service shall remain in full force and effect. Subzero Solutions’s failure to enforce any provision of the Terms of Service shall not be deemed a waiver of such provision nor of the right to enforce such provision.
The Subzero Solutions Portal is available internationally and may contain references to Subzero Solutions products, services, and programs that are not available in a viewer’s country. These references do not imply that Subzero Solutions intends to make such products, services, or programs available in such country.
Subzero Solutions reserves the right to amend the Terms, and the Subzero Solutions Portal at any time by (a) posting a revised version of the Terms on the Subzero Solutions Portal, or by (b) sending information regarding any amendment to the Terms of Service to the email address you provide to Subzero Solutions in connection with registration. You are responsible for regularly reviewing the Subzero Solutions website to be notified of any amendments to the Terms. Your use of the Subzero Solutions Portal or the Services after an amendment to the Terms shall be deemed acceptance by you of the amended Terms.
This Agreement and the rights and obligations of the parties under this Agreement and any disputes arising out of or in connection with this Agreement shall be governed in all respects by the laws of the state of Nova Scotia without regard to conflicts of law principles that would require the application of the laws of any other jurisdiction. You further agree to the jurisdiction of the federal and state courts situated in the state of Nova Scotia.
You and Subzero Solutions will attempt to resolve any Dispute through negotiation with persons fully authorized to resolve the Dispute or through mediation utilizing a mediator agreed to by the parties, rather than through litigation. The existence or results of any negotiation or mediation will be treated as confidential. Notwithstanding the foregoing, either party will have the right to obtain a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitations period, or preserve a superior position with respect to other creditors, although the merits of the underlying Dispute will be resolved in accordance with this paragraph. In the event we are unable to resolve the Dispute within 30 days of notice of the Dispute to the other party, we shall be free to pursue all remedies available at law or in equity.
This version of the Terms is effective as of January 2015. The Agreement governs your use of the Services, superseding any prior or contemporaneous agreements between you and Subzero Solutions. The failure of Subzero Solutions to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. You may not assign the Agreement or any of your rights or obligations under the Agreement without Subzero Solutions’s express written consent. The Agreement inures to the benefit of Subzero Solutions’s successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect.