Terms of Service
Please read this Agreement carefully before accessing or using the Service. By accessing or using any part of the Service, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Service. If these terms and conditions are considered an offer by Deversus, acceptance is expressly limited to these terms. The Service is available only to individuals who are at least 18 years old or the applicable state or provincial age of majority thereby allowing you to legally enter into this Agreement.
In this Agreement, our customers and any of their staff members whom are given access to their Socket Account are herein referred to as “Subscribers”, and our customers’ customers who use the Service (e.g. to create or view quotes, submit inquiries, pay for Subscribers’ quotes online) are referred to as “Customers”.
- Term. The term of this Agreement begins on the date your Socket account is activated and continues on a month to month basis until either party terminates this Agreement pursuant to the terms hereof.
- Your Socket Account.
- You are fully responsible for all activities that occur under the Account and any other actions taken in connection with your Account by your Customers. You must not publish content in your Online Quote Builders in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Deversus may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Deversus liability. You must immediately notify Deversus of any fraudulent or unauthorized uses of Online Quote Builders, your Account, or any other breaches of security. Deversus will not be liable for any acts or omissions by you, the Subscriber, your Customers, or any other users of your Account, including any damages of any kind incurred as a result of such acts or omissions.
- You must provide your full legal name, current address, valid e-mail address, and any other information necessary to complete the Socket signup process.
- Accounts registered in an automated fashion (e.g. by “bots”) are not permitted.
- Your login may only be used by one person. Sharing a single user login between multiple people is not permitted. You may create separate user logins for multiple people, provided your Account plan permits.
- You are responsible for keeping your password (and any other users’ passwords under your Account) secure. Deversus cannot and will not be held liable for any loss or damages from your failure to maintain the security of your Account or passwords.
- You must not upload or transmit any form of viruses or malicious code.
- We have the right to suspend, restrict, or terminate your Account, without any notice to you, if we suspect any form of fraudulent or malicious activity.
- You must not use the Service for any illegal or unauthorized purpose and must not violate any laws in your jurisdiction.
- You are responsible for all activity on your Socket account, and for all charges incurred by your Socket account.
- Free Trial, Payment of Fees, Refunds, and Plan Changes.
- Free Trial. A Free Trial is provided to all new accounts for a seven day period from the date of sign up (referred to for simplicity as “7 day trial”). You will not be charged within the trial period. Note that promotions cannot be combined and in some cases, the Free Trial period may not apply. Upon termination of the free trial, access to the account will be suspended until payment is made.
- Monthly Fees. The monthly fee is based on the plan you selected via the Pricing page, unless a valid promotional code entered during the signup process permits otherwise.
- The Service is billed on your credit card in advance on a monthly basis and is non-refundable.
- Plan Changes. You may change your plan at any time, provided that the plan you would like to change to includes sufficient limits and capabilities to support the data already in your Account, and your Account has not been auto-upgraded due to overage within the past three (3) months. Plan changes are effective immediately as of the day of the change, and prorated credits will be applied to your Account for partial months of service in the event such a change is made.
- Refunds. Refunds will not be given for any credits applied to your Account, partial months of service, or months unused with an open account. No exceptions will be made.
- Payment of fees for customizations or add-ons. Optional paid services such as web template integration, or other customizations or add-ons provided by Deversus will be automatically billed with the monthly Statement immediately following the provisioning of such Service, unless other arrangements are made and approved by Deversus.
- Billing Currency Billing for the Service is in US Dollars (USD).
- Taxes, levies, and duties All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, except Accounts registered with a Canadian billing address, which are billed applicable HST or GST/PST sales tax, depending on the province specified for the Account’s billing address.
- Failure to Make Payment Excluding the above “Free Trial” clause, in the event payment is not received for the Service due to a declined attempt to charge your credit card, expired credit card, or otherwise, and payment is not received within 14 days of the initial attempt, your Account will be suspended. If a suspended Account is not reactivated and the outstanding Account balance paid in full within two (2) months, it will be cancelled and all Account data will be permanently deleted.
- Account Overage and Automatic Plan Upgrades.
- Account Overage Tolerance. You can exceed your monthly Account limits (number of quotes per month) for two (2) months within a trailing twelve (12) month period without penalty. Should you exceed the limits of your Account within a given month, we’ll send you an e-mail notification along with your next monthly Statement.
- Automatic Plan Upgrades. Should you exceed your monthly Account limits for three (3) months within a trailing twelve (12) month period, your Account will be automatically upgraded to the next most suitable plan that encompasses your usage (including overage). In the event your Account is automatically upgraded to a higher plan, the Account will be charged the new rate (based on that set at the Pricing page), effective immediately.
- Support. The Service includes access to email support. “Email support” means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by Deversus to respond within two business days) concerning the use of the Service.
- Copyright and Subscriber Data Ownership.
- All Content uploaded or published by you via the Service must comply with copyright laws in your jurisdiction.
- We claim no copyright or intellectual property over the Content you provide to the Service. Content you upload to the Service remain yours. However, by setting your Quote Forms to be publicly available, you agree to allow others to view and share your Content.
- Subscriber Data. Subscriber data, pertaining to its products or services, sales quotes, orders, inquiries, Customer data, or any derivatives thereof stored in the Service (the “Subscriber Data”) shall be and remain the sole and exclusive property of you, the Subscriber. You are entitled to an export of Subscriber Data for a fee of $100 upon request, provided that your Account is active and within good standing. Deversus is provided a license to Subscriber Data hereunder for the sole and exclusive purpose of providing the Services, including a license to store, record, transmit, maintain, and display Customer Data as necessary for the provisioning of the Services.
- Cancellation and Termination.
- Termination You may terminate this Agreement at any time by ceasing all use of the Service and notifying Deversus through your Account. Deversus may terminate this Agreement and your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, if it believes, in its sole judgement, that you have breached or may breach any term or condition of this Agreement. Deversus can terminate the Service immediately as part of a general shut down of our Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Final Payment for Prior Services Rendered. In the event of termination of your Account, you will be charged for any outstanding amounts owing at the end of your billing cycle, including, without limitation, Transaction Fees incurred during your last month of service.
- Removal of Subscriber Data. In the event your Account is terminated, all Subscriber Data may be permanently deleted immediately upon cancellation.
- Changes to the Service, Pricing, or Billing.
- Changes to the Service. Deversus reserves the right at any time, and from time to time to modify, discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.
- Changes to Billing or Pricing. Socket reserves the right, at any time, and from time to time, to change its prices and billing methods for the Service, subject to 30 days notice from us. Such notice may be provided at any time by posting on the Socket Site (www.socketapp.com), the Service itself, or by e-mail to you, the Subscriber.
- Deversus shall not be liable to you or any third party for any modification, price change, suspension, or discontinuation of the Service.
- Intellectual Property. This Agreement does not transfer from Deversus to you any Socket or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Deversus. Deversus, Socket, Socketapp.com, the Socket logo, and all other trademarks, service marks, graphics and logos used in connection with Socketapp.com, or the Service are trademarks or registered trademarks of Deversus or Deversus’ licensors. Other trademarks, Service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any Deversus or third-party trademarks.
- Changes to the Agreement. Deversus reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Service following the posting of any changes to this Agreement constitutes acceptance of those changes. Deversus may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
- Deversus makes every effort to ensure the Service is made available 24 hours per day, 7 days per week. However, there will be occasional periods of downtime necessary to perform essential system upgrades and maintenance. We will attempt to provide twelve (12) hours of notice for scheduled downtime, but in some cases, downtime may be unscheduled or beyond our control. There may also be unforeseen incidents that cause the Service to go down for a period of time that are beyond Deversus’ control.
- Socket may be sending payment processor transaction requests to your assigned payment gateways. We are unable to guarantee the availability of your payment gateway or merchant provider and are in no way responsible for any outages.
- Socket is not a payment processor or payment gateway service and does not process any payments on your behalf. Deversus is in no way responsible for any failure or damages you may experience from use of your payment gateway services. Deversus is also not responsible for any payments due to you related to any transactions processed through your payment gateway.
- Deversus never stores any credit card information on behalf of Subscribers or Customers. Your payment gateways have the sole and complete responsibility for the storage of credit card and payment information for your Customers. For billing purposes pertaining to the service, Deversus has partnered with PsiGate, a fully PCI Compliant payment gateway, for processing and storing Subscriber credit cards.
- Socket’s digital signature capability (e.g. for Purchase Orders) may not be legally binding, depending on the laws within your jurisdiction. We do not guarantee that digital signatures accepted through Socket will uphold in court should a dispute occur.
- Disclaimer of Warranties. The Service is provided “as is”. Deversus and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Deversus nor its suppliers and licensors, makes any warranty that the Service will be error free or that access thereto will be continuous or uninterrupted. You understand that you use the Service at your own discretion and risk.
- Limitation of Liability. In no event will Deversus, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or Service; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Deversus under this agreement during the three (3) month period prior to the cause of action. Deversus shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- Indemnification. You agree to defend, indemnify, and hold harmless Deversus, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to your violation of this Agreement.
- Miscellaneous.This Agreement constitutes the entire agreement between Deversus and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Deversus, or by the posting by Deversus of a revised version. Except to the extent of applicable law, if any, provides otherwise, this Agreement, any access to or use of the Service will be governed by the laws of the province of British Columbia, Canada, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the provincial and federal courts located in Vancouver, British Columbia. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Deversus related to any claim and, where applicable, you also agree to opt out of any class proceedings against Deversus. If you have a claim, you should give written notice to arbitrate at the address specified below. If we have a claim, we will give you notice to arbitrate at your address provided in your registration data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of British Columbia.To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all claims will be heard and resolved in a court of competent subject matter jurisdiction located in Vancouver, British Columbia, in the English language. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Deversus may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
- Questions or Comments. Should you have any questions or comments regarding this agreement, please contact Deversus using the information below.
Deversus Software Inc.
303 – 1477 West Pender St.
Vancouver, BC, V6G 2S3
(778) 737-7638 (phone)
tos [at] deversus [dot.] com