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END-USER LICENSE AGREEMENT FOR ASCENTIVE SOFTWARE:

IMPORTANT - READ THIS CAREFULLY BEFORE PURCHASING, INSTALLING, AND/OR USING ANY SOFTWARE OR SERVICES FROM ASCENTIVE LLC.

THIS END-USER LICENSE AGREEMENT ("EULA" OR "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (HEREINAFTER REFERRED TO AS "YOU") AND ASCENTIVE LLC ("ASCENTIVE" OR "WE") REGARDING ANY SOFTWARE LICENSES, SERVICES, OR OTHER PRODUCTS PURCHASED OR OBTAINED FROM ASCENTIVE OR ANY PARTNER OF ASCENTIVE OR OTHER RETAILER, INCLUDING COMPUTER PROGRAMMING CODE, ASSOCIATED MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION (THE "SOFTWARE").  ALL REFERENCES HEREIN TO SOFTWARE SHALL INCLUDE BOTH COMPUTER APPLICATIONS AND MOBILE DEVICE APPLICATIONS.

YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ENTERING YOUR PAYMENT INFORMATION OR OTHER IDENTIFYING INFORMATION AND SUBMITTING AN ORDER FOR THE SOFTWARE THROUGH THE ASCENTIVE.COM WEB SITE, PHONE OR ANY OTHER METHOD PROVIDED BY ASCENTIVE, ANY THIRD PARTY AFFILIATED WEB SITE, RETAIL STORE, OR ANY OTHER SELLER OR VENDOR OF THE SOFTWARE LICENSES OR SERVICES OF ASCENTIVE. IN ADDITION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING ANY SOFTWARE OR SERVICE PROVIDED BY ASCENTIVE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ENTER ANY PAYMENT INFORMATION OR OTHER IDENTIFYING INFORMATION, SUBMIT AN ORDER FOR THE SOFTWARE, OR DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE OR SERVICES. YOU AGREE THAT BY PURCHASING A SOFTWARE LICENSE OR BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING ANY SOFTWARE OR SERVICE PROVIDED BY ASCENTIVE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. THIS AGREEMENT IS MADE IN CONNECTION WITH THE ASCENTIVE LLC SOFTWARE PURCHASE AGREEMENT AVAILABLE AT HTTP://WWW.ASCENTIVE.COM/TRUST/ASCENTIVE/PURCHASE_AGREEMENT. HTML (THE "SOFTWARE PURCHASE AGREEMENT") AND YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE SOFTWARE PURCHASE AGREEMENT.

All Ascentive Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed.

Ascentive reserves the right to revise the terms and conditions of this Agreement and the Software Purchase Agreement without notice to you. You are responsible for ensuring that you have the most up-to-date version and that you regularly review the terms and conditions of this Agreement, the Software Purchase Agreement, any other agreement entered into between you and Ascentive and any other notices posted on our web site at www.ascentive.com. You may request a copy of this Agreement or the Software Purchase Agreement at any time by contacting us via our web site. Your continued use of the Software constitutes your agreement to all such terms, conditions, and notices of this Agreement and the Software Purchase Agreement.

Please refer to Section 25 with respect to the Live Support 365 service. If there is any conflict between the terms set forth herein and the terms set forth in Section 25, the terms of Section 25 shall control.

1. LICENSE

Upon payment of the specified purchase price for the Software, and in accordance with the Software Purchase Agreement, Ascentive hereby grants to you a limited, non-exclusive and non-transferable license to use the Software for single use on one computer per serial number or subscription or on one or more mobile devices associated with the same user account (as applicable). You may make one back-up copy of the Software per serial number or subscription for the purpose of reinstalling the Software only. You may not reproduce the Software for sale, trade, or other use by any person who is not a party to this Agreement or the Software Purchase Agreement. The license granted hereunder shall at all times be subject to compliance with this Agreement and with the Software Purchase Agreement. For the avoidance of doubt, you are not purchasing or taking title to the Software, and the term "purchase" in this Agreement and in the Software Purchase Agreement refers to any license granted to you by Ascentive and any service that Ascentive provides to you. Ascentive reserves the right to monitor your usage of the Software for compliance with the terms and conditions of this Agreement and any use of the Software by you that violates this Agreement or any instances of piracy may result in your loss of use of the Software, services, and subscriptions provided through Ascentive without refund, and may result in legal prosecution of you and other parties involved. All licenses and services granted in this Agreement are provided on a "per day" basis. For the purposes of this Agreement and the Software Purchase Agreement, each day ends at 11:59:59 pm U.S. Pacific Time and the next billing day begins at 12:00:00 am U.S. Pacific Time.

Upon written notice to you and at no additional cost to Ascentive, Ascentive may assign or transfer this Agreement, and any or all of Ascentive's rights and obligations hereunder, to any party. This Agreement shall be binding upon and inure to the benefit of permitted successors and assigns. For the purposes of this Agreement, "written notice" also includes email communication sent to the email address provided by you. Ascentive is not responsible for email communication not received by you for any reason.

2. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT, OR OTHERWISE, WILL WE OR OUR SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF DATA, ECONOMIC LOSS, DAMAGES FOR WORK STOPPAGE, COMPUTER OR MOBILE DEVICE FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES.

The maximum liability we will have to you in relation to any breach of this Agreement, any breach of the Software Purchase Agreement, the supply of defective Software, any assertion of negligence by us, or in relation to any other matter concerning our Software will be the amount of the purchase price of the Software (pro-rated for any use of the Software by you prior to the date of breach, the supply of defective Software, or the assertion of negligence by us) or the price to replace any defective Software (as determined in our sole and absolute discretion). In no event will we be liable for any damages in excess of the foregoing liability cap or for any claim by any third party, even if we may have been informed of the possibility of such damages.

3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

You shall not, directly or indirectly, do the following: (i) reverse engineer, decompile, translate, disassemble, or otherwise attempt to derive source code from the Software, or authorize any third party to do any of the foregoing (ii) modify or create derivative works based upon the Software, in whole or in part; (iii) distribute copies of the Software; (iv) remove any proprietary notices or labels on the Software; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Software. The Software is licensed as a single product. The Software's component parts may not be separated for use on more than one computer or mobile device. Ascentive reserves all rights in the Software not expressly granted to you in this Agreement.

4. TERMINATION

Without prejudice to any other rights Ascentive may have under this Agreement, if you fail to comply with any of the terms and conditions of this Agreement, Ascentive may terminate your license to the Software, subscriptions, and any other services provided by Ascentive. Upon notification of such termination, you must destroy all copies of the Software and all of its component parts.

5. INTELLECTUAL PROPERTY RIGHTS

Title to and ownership of all proprietary rights and intellectual property in and to copyrights, patents, licenses, trade secrets, trademarks, trade names, inventions and any other intellectual property rights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software), the accompanying materials (if any), and any copies of the Software shall at all times remain with Ascentive, Ascentive's suppliers or the applicable owner of such rights.

6. SUBSCRIPTION LICENSE

(refer to Section 25 for terms related to the Live Support 365 service; for any term of this Section 6 that conflicts with any term of Section 25, the terms of Section 25 shall control)
i. The term "Subscription License" refers to any Software license, subscription, and/or service that was paid up front and will automatically renew and re-bill at the end of the agreed subscription period/term until cancelled by you or by Ascentive in accordance with this Agreement and the Software Purchase Agreement, or that will automatically expire at the end of a set term as agreed upon by Ascentive at the time of purchase (for example, an annual non-renewing subscription).

ii. Your Subscription License begins when your order for the Software or services is received by Ascentive, regardless of when you download or begin to use the Software.

iii. Automatic renewal: Unless you terminate your subscription in accordance with this Agreement and the Software Purchase Agreement, Ascentive will automatically renew your Subscription License at the end of the agreed subscription period/term, for a like period of time, by directly charging your credit card or debiting your debit card for the then current renewal price for the Software. Any renewal term and your right to receive Software support and Software updates during a renewal term will be effective only after our receipt of the foregoing payment and conditioned upon the foregoing payment constituting and continuing to be valid and good funds. Unless and until this Agreement and your license is cancelled in accordance with the terms of this Agreement and the Software Purchase Agreement, you hereby authorize Ascentive to charge your credit card (or other approved facility) to pay for the renewed subscription. If you have selected a method of payment other than credit card or debit card, your subscription will only be renewed if you provide us with a valid payment prior to the date of renewal. We will email you prior to this date to remind you to renew your account.

iv. Termination/Cancellation: You may terminate your subscription to use the Software and to receive Software support and updates and/or terminate the automatic renewal of your license at any time by contacting our customer support team via the contact methods specified on our website at www.ascentive.com , or via the following link: http://www.ascentive.com /support/contact_us/auto_renewal_cancel_form/. Ascentive must receive your request to terminate the automatic renewal of your license at least three (3) business days prior to the date of renewal in order for the request to be effective. Your decision to terminate your Subscription License or to terminate the automatic renewal does not entitle you to a refund for amounts already paid, subject to the refund provisions set forth in this Agreement and the Software Purchase Agreement. In the event you agreed to a minimum commitment period, you will not receive a refund for any charges for the entire minimum commitment period. Upon Ascentive's receipt of your cancellation request, you will receive a confirmation email from Ascentive with a tracking number confirming that your request has been received. You are responsible for retaining this confirmation email for your records. If you do not receive a confirmation email for your request within 72 hours, you are responsible to submit your request again via an alternate method such as phone, live chat, postal mail, or fax. If you do not follow the above cancellation instructions and receive a confirmation email, your account will remain active and you will be responsible for all charges incurred up to the time the subscription is deactivated.

v. Refund: Subscription Licenses are provided with a 30-day refund period for initial purchases of the Software license or services and a 60-day refund period for renewals of the Software license or services. Refunds for Subscription Licenses will be processed within the allowed refund period and in accordance with the Software Purchase Agreement. The applicable refund period begins at the time of purchase or renewal, regardless of when or if the Software is downloaded, installed, logged into, or otherwise used. You are responsible for correctly submitting refund requests during the applicable refund period and in accordance with the Software Purchase Agreement. You may request a refund via the contact methods specified on our website at www.ascentive.com . Upon Ascentive's receipt of your refund request, you will receive a confirmation email from Ascentive with a tracking number confirming that your request has been received. You are responsible for retaining this confirmation email for your records. If you do not receive a confirmation email for your request within 72 hours, you are responsible to submit your request again via an alternate method such as phone, live chat, postal mail, or fax. Once the refund is processed by us, it may take up to one week or longer for the refund to be credited back to your account. You should contact us if you do not receive your refund within 60 days of your request.

Ascentive accepts no responsibility for late cancellation/refund requests or cancellation/refund requests not received by Ascentive prior to the end of any refund or cancellation term for any reason, including: printer or fax failure, download failure due to disconnection from the internet or any other reason, power failure, heavy internet traffic, not receiving instructions due to your email address being incorrect on our records, sending a cancellation or refund request to the wrong email address or to a company other than Ascentive, computer or mobile device failure, or hardware error. No refund will be issued for shipping and handling, Extended Download Service (EDS), activation fees, CD-ROM purchase, or any other charges outside of base license fees for the Software.

7. PAID SOFTWARE

i. The term "Paid Software" refers to any Software that incurs a one-time charge and that does not re-bill or automatically renew at any time. Upon payment of the specified purchase price for Paid Software, Ascentive grants to you a perpetual license to use the Software, but your payment for the right to license the Paid Software does not entitle you to any updates, upgrades or new versions of the Software unless otherwise specified by Ascentive at the time of purchase.

ii. Refund: Paid Software is provided with a 30-day refund period. Refunds for Paid Software will be processed within the allowed refund period and in accordance with the Software Purchase Agreement. The refund period begins at the time of purchase, regardless of when or if the Software is downloaded, installed, logged into, or otherwise used. You are responsible for correctly submitting refund requests during the refund period and in accordance with the Software Purchase Agreement. You may request a refund via the contact methods specified on our website at www.ascentive.com . Upon Ascentive's receipt of your refund request, you will receive a confirmation email from Ascentive with a tracking number confirming that your request has been received. You are responsible for retaining this confirmation email for your records. If you do not receive a confirmation email for your request within 72 hours, you are responsible to submit your request again via an alternate method such as phone, live chat, postal mail, or fax. Once the refund is processed by us, it may take up to one week or longer for the refund to be credited back to your account. You should contact us if you do not receive your refund within 60 days of your request.

Ascentive accepts no responsibility for late refund requests or refund requests not received by Ascentive prior to the end of the refund period for any reason, including: printer or fax failure, download failure due to disconnection from the internet or any other reason, power failure, heavy internet traffic, not receiving instructions due to your email address being incorrect on our records, sending a cancellation or refund request to the wrong email address or to a company other than Ascentive, computer or mobile device failure, or hardware error. No refund will be issued for shipping and handling, Extended Download Service (EDS), activation fees, CD-ROM purchase, or any other charges outside of base license fees for the Software. In order to qualify for a refund of Paid Software, all CDs or other media containing the Paid Software must be returned to Ascentive prior to the expiration of the refund period. If you do not return all CDs or other media containing the Paid Software, Ascentive will charge you for the first year's fee for subscription-based Software or will invalidate your eligibility for a refund on Paid Software, in Ascentive's sole discretion.

8. TRIAL SUBSCRIPTION LICENSE

(refer to Section 25 for terms related to the Live Support 365 service; for any term of this Section 8 that conflicts with any term of Section 25, the terms of Section 25 shall control)
i. The term "Trial Subscription License" refers to any Software license, subscription, and/or service that was not paid for up front, and will automatically bill at the end of the agreed trial period (unless cancelled before the end of the trial period) and will automatically renew/re-bill at the end of the agreed subscription period regardless of whether or not the Software is downloaded, installed, logged into, or otherwise used. During the trial period, the Software may be limited in functionality or its use may be limited for a period of time.

ii. Automatic conversion and renewal: Unless you terminate your Trial Subscription License in accordance with this Agreement and the Software Purchase Agreement, Ascentive will automatically convert your Trial Subscription License to a Subscription License at the end of the agreed trial period by directly charging your credit card or debiting your debit card for the then current price for the Software. Ascentive will automatically renew your Subscription License at the end of the agreed subscription period/term, for a like period of time, by directly charging your credit card or debiting your debit card for the then current renewal price for the Software. Ascentive may also, in its sole discretion, offer to convert your Trial Subscription License to a Paid Software license at the end of the agreed trial period. Your license to the Software and your right to receive Software support and Software updates during will be effective only after our receipt of the foregoing payments and conditioned upon the foregoing payments constituting and continuing to be valid and good funds. Unless and until this Agreement and your Trial Subscription License is cancelled in accordance with the terms of this Agreement and the Software Purchase Agreement, you hereby authorize Ascentive to charge your credit card (or other approved facility) to pay for the conversion and the renewed subscription. If you have selected a method of payment other than credit card or debit card, your subscription will only be renewed if you provide us with a valid payment prior to the date of renewal. We will email you prior to this date to remind you to renew your account.

iii. Termination/Cancellation: You may terminate your Trial Subscription License to use the Software and/or terminate the automatic conversion of your Trial Subscription License to a Subscription License at any time by contacting our customer support team via the contact methods specified on our website at www.ascentive.com , or via the following link: http://www.ascentive.com/support/contact_us/auto_renewal_cancel_form/. Ascentive must receive your request to terminate the automatic conversion of your Trial Subscription License to a Subscription License at least three (3) business days prior to the date of conversion in order for the request to be effective. Upon Ascentive’s receipt of your cancellation request, you will receive a confirmation email from Ascentive with a tracking number confirming that your request has been received. You are responsible for retaining this confirmation email for your records. If you do not receive a confirmation email for your request within 72 hours, you are responsible to submit your request again via an alternate method such as phone, live chat, postal mail, or fax. If you do not follow the above cancellation instructions and receive a confirmation email, your account will automatically convert to a Subscription License and you will be responsible for all charges incurred up to the time the subscription is deactivated. All materials provided to you by Ascentive as part of your Trial Subscription License, including CDs, sleeves, instructions, and booklets, must be returned to Ascentive upon cancellation in order for the cancellation to be effective. Following the conversion of your Trial Subscription License to a Subscription License or to Paid Software as provided in this Agreement, any termination of this Agreement and of your license will be as provided in Section 6 or 7 above (as applicable) and in the Software Purchase Agreement. Ascentive accepts no responsibility for late cancellation requests or cancellation requests not received by Ascentive prior to the end of any cancellation term for any reason, including: printer or fax failure, download failure due to disconnection from the internet or any other reason, power failure, heavy internet traffic, not receiving instructions due to your email address being incorrect on our records, sending a cancellation or refund request to the wrong email address or to a company other than Ascentive, computer or mobile device failure, or hardware error.

iv. Refund: If you experience any problems and/or errors with the Software during the trial period, you must contact Ascentive immediately via our web site at: http://www.ascentive.com. Failure to contact us regarding errors during the trial period waives any and all rights that you may have to return the Software for a refund after the Trial Subscription License converts to a Subscription License.

9. U.S. GOVERNMENT END USERS

The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government end users of the Software acquire the Software with only those rights set forth herein. The manufacturer of the Software is Ascentive LLC.

10. AMOUNTS DUE / COLLECTION COSTS

Unless otherwise provided in this Agreement or the Software Purchase Agreement, all amounts owed to Ascentive by you under this Agreement or the Software Purchase Agreement must be paid in full by you not later than 30 days after Ascentive notifies you of such amounts. You are not entitled to carry forward a balance of amounts owed. If payment is not made within 30 days then we may, at our discretion, suspend or cancel your license to use the Software and/or receive support and updates until such time as payment is made. You agree to pay all costs incurred in the enforcement of this Agreement and the Software Purchase Agreement and in collection of any delinquent amounts due, including reasonable attorneys’ fees and costs. All charges and fees due under this Agreement or the Software Purchase Agreement will be billed in accordance with the Software Purchase Agreement to the active credit or debit card that you have set up for your account. Unless you add a different credit or debit card to your account, Ascentive will charge the credit or debit card first used by you to purchase a Software license. Charges will appear as "Ascentive.com software" or "Ascentive LLC" on your credit or debit card statement. We will attempt to charge your credit or debit card information on file up to 4 times and an email notification of the billing charges will be sent to the email address on file. If the 4th attempted charge cannot be processed then we may, at our discretion, suspend or cancel your license to use the Software and/or receive support and updates until such time as payment is made. During a suspension or cancellation, your account will still incur billing fees for regular subscription fees regardless of whether the services are available to you. Upon payment of outstanding balances, your account will be reactivated within 24 hours. We will not credit or add additional time to your account due to a suspension or cancellation instituted because of past due payments.

11. ACCOUNT INFORMATION

You agree to provide us with current, complete, and accurate information for your billing information and to promptly notify us if there is any change in your billing address and, where you have paid by credit or debit card, will promptly notify us if there is any change to your card number, or card expiration date or if your card is cancelled (for example, for loss or theft). If we are unable to charge your credit card or debit your debit card, your subscription and ability to access and use the Software may terminate without further notice to you. If you fail to provide Ascentive LLC with any of the foregoing information, you agree that Ascentive LLC may continue charging you for any product provided under your billing account, unless you have terminated your subscription for such product (confirmed in writing upon request). Use of certain Software is conditioned upon you having a valid Ascentive username and password, which may be obtained during initial registration of the Software. Your subscription, username and password may not be assigned or transferred to any other person or entity. You must promptly inform Ascentive of any possible apparent breach of security concerning your username or password, such as loss, theft, or unauthorized disclosure or use of a username or password. Until you notify Ascentive of any breach in security, you will remain liable for any unauthorized use of the Software and services.

12. FRAUD & CHARGEBACK RIGHTS

You agree to promptly report all fraud and misuse of your credit or debit card that is used to purchase any Software from us. You also agree that any disputes concerning billing, delivery, or service quality will be addressed and investigated through us. Any charges disputed with your issuing bank or financial institution without first contacting Ascentive for resolution may be construed as an attempt to defraud Ascentive. Liquidated damages up to $500 per occurrence may be assessed by Ascentive, in its sole discretion, against any individual who fraudulently obtains a subscription, services, Software, or whose transaction later results in a chargeback to an account. You agree that the liquidated damage amount above is reasonable, does not constitute a penalty, and is being established due to the difficulties and inconvenience associated with attempting to establish the exact amount of loss which may be sustained by Ascentive due to excessive chargebacks to an account. You agree to indemnify and hold Ascentive harmless from any and all claims, fines or other damages imposed by any credit card company or other entity due to chargebacks which are the result of your fraudulent actions.

If a chargeback is received, we may discontinue any or all services associated with your account and discontinue your license to use the Software regardless of the amount or the specific purchase disputed. Ascentive may deny any or all future orders from you due to a chargeback history associated with your Ascentive account. If you have any questions or concerns regarding an Ascentive purchase or charges listed on your account or billing statement, please contact us immediately to review your account.

Claiming a charge as fraudulent to avoid payment for the Software or your subscription is illegal and may be reported by us to your credit card company, the issuing bank and/or any other appropriate authorities. For any chargebacks submitted by you as fraudulent, we will require a copy of a filed police report and documentary evidence from your credit card company stating that the charge was fraudulent and that your credit card and/or credit card numbers were stolen or otherwise falsely obtained and used. Failure to provide this information may result in us disputing the chargeback. Any chargebacks instigated as a result of fraudulent activity will be investigated by us and the results of our investigation may be brought to the attention of the appropriate authorities.

We may dispute, through your credit card company or otherwise, any chargebacks that are issued for reasons that we deem as non-fraudulent and/or if we believe that we provided you with proper services and support. It is your responsibility to notify us of any problems you have with your Software or services immediately. If your credit card company declines a chargeback reversal request, we may at our discretion refer your account to a third party collection agent in the event of default and/or suspend or cancel your license to use the Software. You agree to pay all costs incurred in the enforcement of the terms and conditions of this Agreement and/or the Software Purchase Agreement against you and in collection of any unpaid or overdue amounts due, including bank fees, reasonable attorneys’ fees and any other costs.

Some Software for mobile devices may be purchased through a third party, in which case the terms and conditions provided by, or otherwise applicable to, such third party shall also apply.

13. RECEIPT

When your order is approved, Ascentive will send a receipt to the email address on your order form. Your receipt contains all information regarding your account. Your receipt will provide you with a renewal date that lets you know when you will be billed for the next term of your Subscription License or when your Trial Subscription License will automatically convert to a Subscription License. In the case of Paid Software, your receipt serves as notice of when your refund period begins and ends. In the case of a Trial Subscription License, you will not be notified via email, or any other means, prior to your trial period ending. It is your responsibility to retain a copy of your receipt for your records. You may request a copy of your receipt at any time by contacting the sales department via our web site http://www.ascentive.com. Ascentive accepts no responsibility for receipts not received due to, but not limited to, incorrect email address provided by you, rejection from a server or ISP, or for any other reason.

14. FREE SCANS

The Software may offer a free scan of your computer before you decide to purchase a Software license. The purpose of this free scan is to identify the potential threats to security and performance that exist on your computer. The free scan does not remove or address any of the identified threats. You must purchase a Software license in order for the Software to remove or address any of the identified threats.

15. LIMITATIONS OF THE SOFTWARE

Although the Software is effective at identifying and addressing many of the factors that can negatively affect computer or mobile device performance and/or security, there are numerous other factors that may not be identified or addressed by the Software. You acknowledge and agree that the Software does not identify and address all potential factors that can negatively affect computer or mobile device performance and/or security, and you further acknowledge and agree that your computer’s or mobile device’s performance and/or security may not improve until all such factors are addressed. In some cases, additional Software or other measures may be necessary for your computer or mobile device to attain optimal performance and/or security. For help in analyzing these issues, please contact our customer support team. If you are not satisfied with the effect of the Software effect on your computer’s or mobile device performance or security, you may seek a refund during the Refund Period as stated in this Agreement. Not all Software is designed to address both performance and security issues, and you should refer to the documentation for the applicable Software to determine the applicable functionality.

PC SpeedScan & FinallyFast: Scans conducted with this software may detect computer errors that occur as a natural consequence of routine use of the Microsoft Windows Operating System. In some instances, these errors may be harmless and will not affect the performance or operation of the computer system. Certain computer errors may consistently reappear and thus will be repeatedly detected by the software.

PC Scan & Sweep: Scans conducted with this software may detect files that are harmless, the presence of which will not affect the performance, operation, or privacy of your computer system.

ActiveSpeed: Scans conducted with this software detect Internet configuration settings. By default, the Microsoft Windows Operating System sets the values for these configuration settings. The software may suggest that optimization is required, even though default configuration settings are in place.

The Software may identify and label certain threats to your computer’s or mobile device’s performance and/or security as "severe" or otherwise categorize the potential threats identified in your computer or mobile device. These labels are intended to convey the potential harm of a particular threat but may not accurately reflect your personal requirements for computer or mobile device speed and/or security. The software may even identify potential threats in a brand new computer, operating system or mobile device. You acknowledge that it is your responsibility to further research the potential threats identified by the Software and to independently determine your own level of tolerance for these potential threats. In addition, the Software may occasionally identify for deletion certain items and files that may be critical for your system, hardware, and/or software to run. The Software will provide you with an opportunity to review these items and files prior to deletion. You acknowledge that it is your responsibility to verify the items and files identified for deletion and select only those items and files that you wish to delete. Ascentive is not responsible for any system failure, data loss, or any other loss due to removal of system critical items. If you are unsure whether an item should or should not be deleted, please contact your computer or mobile device manufacturer for more information.

16. SOFTWARE REPLACEMENTS

All Software may be replaced and re-downloaded free of charge from our website within 30 days from the time of purchase (and not from the time of download or otherwise) (the "Replacement Period"). If you purchase our Extended Download Service (EDS), the Replacement Period will be extended to 12 months from the time of purchase. Replacement Software will only be made available for the same product and product version that you originally purchased. Replacements do not include Software upgrades or other versions of the Software. If following the end of the Replacement Period, you desire to replace your Software, you may be required to repurchase the Software at the then current purchase price. With respect to Software for mobile devices, you may have additional download availability on a free-of-charge basis.

17. SYSTEM COMPATIBILITY

The Software is thoroughly tested to be free of errors, however, because we cannot predict every situation and because different customers have different system environments (hardware, software), the Software may not function properly and/or could cause damage to your computer or mobile device system, including, but not limited to, data loss and hardware/software failure. You acknowledge that the Software is downloaded, installed, and used at your own risk. We make no statements that the Software will or will not work with your specific system or to your expectations. If the Software does not perform to your expectations, it is your responsibility to contact us for a cancellation or refund as provided in this Agreement and in the Software Purchase Agreement.

The Software may feature scheduling capabilities that operate to automate certain functionalities of the Software. The functionality of this feature is dependent on several factors, some of which are out of Ascentive’s control. Ascentive does not guarantee that such feature will always properly function and you acknowledge that reliance on such feature is at your own risk.

18. SERVER DOWNTIME

Many of the Software programs require access to our web servers for login verification, uploading or downloading information, program updates, or other tasks necessary to the functionality of the Software. If for any reason our servers are offline due to hardware/software upgrades, unexpected power outages, routine maintenance, and/or system crashes, you may not be able to access the Software. We do not provide any warranty for inability to access the Software during these periods. We are not responsible for any loss of data or productivity or any other loss suffered by you due to server outage.

19. SYSTEM BACKUPS

We recommend that you back up your computer or mobile device system before installing any Software. It is your responsibility to perform routine backups on your system to protect against any loss of data due to installation, usage, or removal of Software from your system or mobile device. Ascentive is not responsible for any loss of data due to installation, usage or removal of Software from your system or mobile device. If you are unsure of how to perform a data backup, you should consult your computer or mobile device manufacturer for more information.

20. OTHER ASCENTIVE SOFTWARE

The Software may include links, shortcuts, and/or recommendations for other Ascentive products that would complement your current purchase. If you decide to activate an account and provide us with your email address, you will be automatically subscribed to receive Ascentive’s periodic newsletters, promotional materials and notices in the form of html emails, which include information on Software updates, discount offers, and new Software releases. If you do not desire to receive these newsletters, materials and notices, you can remove your name from our mailing list by the unsubscribe process detailed at the bottom of each email or by contacting Ascentive via our web site at www.ascentive.comand requesting to be removed from the list. Ascentive does not sell or trade customer information. Any customer contact information is kept private in accordance with our Privacy Policy located at http://www.ascentive.com/trust/ascentive/, and never sold to a third party for marketing purposes.

21. THIRD PARTY ANALYTICS IN SOFTWARE FOR MOBILE DEVICES

Software for mobile devices may include additional software and/or functionality for to report to Ascentive and/or one or more third parties certain analytical data regarding your use of the applicable Software (collectively, “Analytical Data”).  Analytical Data is subject to Ascentive’s Privacy Policy at http://www.ascentive.com/trust/ascentive.

22. CLASS ACTION WAIVER AND ARBITRATION

THIS CLASS ACTION WAIVER AND ARBITRATION SECTION PROVIDES THAT ANY DISPUTE ARISING FROM THIS AGREEMENT MAY BE RESOLVED BY BINDING ARBITRATION, WHICH REPLACES THE RIGHT TO GO TO COURT. THIS SECTION PROHIBITS YOU FROM BRINGING A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURT, INCLUDING IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION, AND PROHIBITS YOU FROM BRINGING ANY CLAIM IN ARBITRATION AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. IN ADDITION, THIS CLASS ACTION WAIVER AND ARBITRATION SECTION PROHIBITS YOUR ABILITY TO BE PART OF ANY CLASS ACTION OR OTHER REPRESENTATIVE ACTION BROUGHT BY ANYONE ELSE, AND PROHIBITS YOUR ABILITY TO BE REPRESENTED IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. THE WAIVERS SET FORTH IN THIS SECTION 22 INCLUDE ANY CLAIM THAT YOU MAY HAVE AGAINST ASCENTIVE WITH RESPECT TO ANY THIRD PARTY SERVICE. TO THE EXTENT A PROVIDER OF A THIRD PARTY SERVICE JOINS ASCENTIVE IN ANY ACTION BETWEEN YOU AND SUCH PROVIDER, YOU AGREE THAT THIS SECTION 22 SHALL APPLY TO ANY CLAIMS THAT YOU MAY HAVE AGAINST ASCENTIVE.  IF NOT FOR THIS CLASS ACTION WAIVER AND ARBITRATION SECTION, YOU MAY HAVE OTHERWISE HAD A RIGHT TO PARTICIPATE OR BE REPRESENTED IN A CASE FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS AND OTHER REPRESENTATIVE ACTIONS) AND YOU AND WE MAY OTHERWISE HAVE HAD A RIGHT TO BRING CLAIMS IN A COURT BEFORE A JUDGE OR JURY. EXCEPT AS OTHERWISE PROVIDED BELOW, YOU WAIVE ANY OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO A COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL A DECISION.

You acknowledge and agree that this Class Action Waiver And Arbitration Section and the agreements contained herein are made pursuant to a transaction that involves interstate commerce, and shall be governed by, and be enforceable under, the Federal Arbitration Act (the "FAA") (9 U.S.C. §1 et seq.) as it may be amended from time to time. The circumstances and procedures under which Claims (as defined below) may be resolved by arbitration instead of in court are set forth herein. For the purposes of this Class Action Waiver And Arbitration Section, “we,” “us” and “Ascentive” means Ascentive LLC, including any parent, subsidiaries, affiliates, licensees, predecessors, successors, or assigns, and all of their officers, directors, employees, agents, and assigns.

For the purposes of this Class Action Waiver And Arbitration Section, a "Claim" shall be any claim, dispute or controversy brought by either you or us against the other or against the employees, parents, subsidiaries, affiliates, beneficiaries, agents or assigns of the other and arising from or relating in any way to this Agreement, the Software Purchase Agreement, the Terms of Use on the web site of Ascentive ("Terms of Use"), or otherwise related to the Ascentive software or services purchased or obtained by you from us or any partner or retailer. Subject to the provisions of this Class Action Waiver And Arbitration Section, either party hereto may elect to pursue mandatory binding arbitration with respect to any Claim. A party who initiates a proceeding in court may elect arbitration with respect to any such Claims advanced in the lawsuit by any party or parties. This Class Action Waiver And Arbitration Section governs all Claims, whether based in law, common law, tort, contract, status, regulation, ordinance, constitutional provision, or any other legal theory of law, including respondeat superior, or any other legal or equitable ground. In addition, this Class Action Waiver And Arbitration Section governs whether or not such Claims seek as remedies declaratory relief, equitable relief, money damages, penalties or injunctions. For the purposes of this Class Action Waiver And Arbitration Section, the term Claim is to be given the broadest possible meaning, including counterclaims, cross claims, third party claims, interpleaders or otherwise. Any claim, dispute or controversy regarding the applicability of this Class Action Waiver And Arbitration Section or the validity of any or all of this Agreement, the Software Purchase Agreement or the Terms of Use or any prior Software Purchase Agreement, EULA or Terms of Use are also Claims for the purposes of this Class Action Waiver And Arbitration Section.

Notwithstanding anything herein to the contrary, you retain the right to pursue any Claim in a small claims court and proceed on an individual basis for any such Claim that is within the court’s jurisdiction. Arbitration of Claims will be conducted as an individual action. Neither party agrees to any arbitration on a class or representative basis and the arbitrator shall not have authority to proceed with any arbitration on a class or representative basis. Even if a class action lawsuit or other representative action is filed, including in the form of a private attorney general action, any Claim between you and us related to such lawsuits will be subject to an individual arbitration claim if so elected by either you or us. Arbitration proceedings with respect to separate Claims will not be consolidated without the consent of all parties. Only those Claims that are (1) brought by us against you, or your heirs or your trustee in bankruptcy or (2) brought by you, or your heirs or your trustee in bankruptcy against us, may be joined in an individual action under this Class Action Waiver And Arbitration Section.

A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice") describing (a) the nature and basis of the Claim or dispute; and (b) the specific relief sought (“Demand”).  The Notice to Ascentive should be addressed to: Dispute Resolution Agent, Ascentive LLC, 50 S. 16th Street, Suite 3575, Philadelphia, PA 19102 USA ("Notice Address").  You must notify us of any Claim brought by you within 100 days of the event or events giving rise to such Claim or you will have waived your right to bring such Claim or to participate in any legal action relating to such Claim.  If Ascentive and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Ascentive may commence an arbitration proceeding. The amount of any settlement offer made by Ascentive or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Ascentive is entitled.  After Ascentive receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee required by the arbitration administrator, unless your Claim is for greater than $75,000.

The party filing a Claim in arbitration must choose one of the following two arbitration administrators: American Arbitration Association; or JAMS/Endispute ("JAMS"), both of which are independent from us. Any arbitration will be conducted under the rules of the selected arbitration administrator by an impartial third party chosen in accordance with the rules of the selected arbitration administrator and as provided herein. Arbitration hearings will be held at a place chosen by the arbitrator or arbitration administrator within the federal judicial district in which you reside at the time the Claim is filed or at some other place as agreed by the parties in writing. If your Claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing as established by the rules of the arbitration administrator.  Copies of the current rules of the arbitration administrators named above, and well as information about arbitration and arbitration fees, and instructions for initiating arbitration may be obtained by using the following contact information:

American Arbitration Association
1633 Broadway, 10th Floor, New York, NY 10019
Web site: www.adr.org
Telephone: 215-989-4173
JAMS
1920 Main Street, Suite 300, Irvine, CA 92614
Web site: www.jamsadr.com
Telephone: 215-989-4173

Claims will be resolved by a single, neutral arbitrator, who will be either a lawyer with at least ten years experience or a retired or former judge. The applicable procedures and rules of the arbitration administrator that are in effect on the date the arbitration is filed will govern the arbitration unless those procedures and rules are inconsistent with this Class Action Waiver And Arbitration Section, in which case the procedures and rules of this Class Action Waiver And Arbitration Section will prevail. The procedures and rules of arbitration may limit the amount of discovery available to you or us in the proceeding. Applicable substantive law consistent with the FAA and applicable statutes of limitations will be applied, and the arbitrator will honor claims of privilege recognized at law. At your discretion, you may have a hearing and be represented by counsel. Reasonable steps will be taken by the arbitrator to protect customer information and other confidential information, and the arbitrator may use protective orders to prohibit disclosure outside the arbitration if requested to do so by either party. The arbitrator will have the power to award to a party any damages or other relief provided for under applicable law, this Agreement, the Software Purchase Agreement and Terms of Use. The arbitrator will not have the power to award relief to, against, or for the benefit of any person who is not a party to the proceeding. The arbitrator may award punitive damages or attorneys fees if the law, this Agreement, the Software Purchase Agreement and/or the Terms of Use authorizes such relief. Any award made by the arbitrator will be evidenced in writing by the arbitrator, but the arbitrator is not required to provide a statement of reasons unless requested by a party.

Except as otherwise provided for herein, Ascentive will pay all filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your Claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the rules of the arbitration administrator. In such case, you agree to reimburse us for all monies previously disbursed by us that are otherwise your obligation to pay under the rules of the arbitration administrator. In addition, if you initiate an arbitration in which you seek more than $75,000 in damages, the payment of these fees will be governed by the rules of the arbitration administrator.

If, after finding in your favor in any respect on the merits of your Claim, the arbitrator issues you an award that is greater than the value of Ascentive's last written settlement offer made before an arbitrator was selected, then Ascentive will:

  • pay you the amount of the award or $10,000 ("the alternative payment"), whichever is greater; and
  • pay your attorney, if any, twice the amount of attorneys' fees, and reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration ("the attorney premium").

If Ascentive did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney premium, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

Any failure or other delay by either party in enforcing this Class Action Waiver And Arbitration Section at any time, or in connection with any particular Claims, will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other Claims. Decisions rendered in arbitration proceedings will be final and binding on the parties. There shall be no appeal from arbitration decisions other than for arbitrator bias, fraud or misconduct and any award granted in arbitration will be enforceable by any court having jurisdiction as provided by the FAA and/or other applicable law.

This Class Action Waiver And Arbitration Section shall survive: (i) termination of, or changes in, this Agreement, the Software Purchase Agreement or the Terms of Use and any relationship between you and us; (ii) the bankruptcy of any party or any other similar proceeding initiated by you or on your behalf; and (iii) payment in full of any debt by you or by a third party. Should any portion of this Class Action Waiver And Arbitration Section be deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.  Notwithstanding any provision in this Agreement of Use to the contrary, we agree that if we makes any future change to this Class Action Waiver And Arbitration Section (other than a change to the Notice Address), you may reject any such change by sending us written notice within 30 days of the change. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Class Action Waiver And Arbitration Section.

23. GOVERNING LAW AND JURISDICTION

Any and all claims relating to this Agreement, the Software or any services provided by us will be construed in accordance with and will be governed by the laws in force in the Commonwealth of Pennsylvania, United States of America. Subject to the provisions of the Class Action Waiver And Arbitration Section set forth above, you irrevocably submit to and accept the exclusive jurisdiction of the Courts of the Commonwealth of Pennsylvania.  With respect to Third Party Services (as described in Section 26), you may be subject to other controlling law and other courts and venues.

24. GOVERNMENT EXPORT RESTRICTIONS

It is your responsibility to comply with all laws, regulations, permits, orders and other restrictions to the extent that they are applicable to the procurement and use of the Software, and you shall not, directly or indirectly, export or re-export (as defined in the United States Export Administration Regulations) any portion of the Software or any information about the Software to any country for which the United States Government, or any agency thereof, requires an export license or other governmental approval without first obtaining the same. You further acknowledges that some or all of the Software may require a special export license or permission and that delivery of any such Software shall be subject to obtaining such license.

YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY ENTERING YOUR PAYMENT INFORMATION OR OTHER IDENTIFYING INFORMATION AND SUBMITTING AN ORDER FOR THE SOFTWARE THROUGH THE ASCENTIVE.COM WEB SITE, PHONE OR ANY OTHER METHOD PROVIDED BY ASCENTIVE, ANY THIRD PARTY AFFILIATED WEB SITE, RETAIL STORE, OR ANY OTHER SELLER OR VENDOR OF THE SOFTWARE LICENSES OR SERVICES OF ASCENTIVE. IN ADDITION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING ANY SOFTWARE OR SERVICE PROVIDED BY ASCENTIVE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ENTER ANY PAYMENT INFORMATION OR OTHER IDENTIFYING INFORMATION, SUBMIT AN ORDER FOR THE SOFTWARE, OR DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE OR SERVICES. YOU AGREE THAT BY PURCHASING A SOFTWARE LICENSE OR BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING ANY SOFTWARE OR SERVICE PROVIDED BY ASCENTIVE YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, SUPERSEDING ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS LICENSE. YOU ALSO STATE THAT YOU ARE THE OWNER OF CREDIT CARD USED FOR PURCHASE. ANY ATTEMPTS TO USE CREDIT CARDS FOR FRAUDULENT PURPOSES TO ASCENTIVE WILL BE PUNISHABLE BY ALL LAWS AND PENALTIES. ASCENTIVE WILL PROSECUTE ANY FRAUDULENT ACTIVITY TO THE FULLEST EXTENT OF THE LAW. THIS AGREEMENT IS MADE IN CONNECTION WITH THE ASCENTIVE LLC SOFTWARE PURCHASE AGREEMENT AVAILABLE AT HTTP://WWW.ASCENTIVE.COM/TRUST/PURCHASE_AGREEMENT.HTML AND YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE SOFTWARE PURCHASE AGREEMENT.

25. LIVE SUPPORT 365 SERVICE

You may initiate the Live Support 365 free diagnosis over the telephone, through our website or other means made available by Ascentive. The Live Support 365 free diagnosis can also be offered from our applications and after the purchase of our applications when a user calls to activate the application that user has purchased. 

You acknowledge that by your use of the Live Support 365 free diagnosis you are authorizing Ascentive to access and control your computer or device for the purposes of diagnosis, service and repair. During the Live Support 365 free diagnosis we will use a third party service or software to access your computer or device (the “Access Software”). You may be required to agree to the terms of use with respect to the Access Software in order to receive the Live Support 365 free diagnosis. In any event, Ascentive has no liability with respect to the Access Software and any claim that you may have with respect to the Access Software shall be against the manufacturer of the Access Software.

During the Live Support 365 free diagnosis we will download software to analyze your computer or device and also take control of your computer or device for the purpose of checking your system settings to see if they are optimal (the “Analyzing Software”). The Analyzing Software or technician may not be able to detect all potential problems or threats affecting your computer or device. You acknowledge that results may vary dependent on what condition or issue is actually limiting a particular computer or device and may require more than one product download for remedy. We use the Analyzing Software and the information it provides solely to attempt to diagnose and resolve existing and potential problems. We use reasonable efforts to limit the Analyzing Software's access to personal information on your computer or device. However, you agree that, while providing services, we may gain access to information on your computer or device that you deem to be personal or private. You agree that Ascentive has no liability for accessing or transmitting to Ascentive’s servers any information on your computer or device.

Not all items the 365 Live Support representatives shows you during the free diagnosis will impact your computer or device performance, security or stability and your results may vary dependent on what is actually limiting a particular computer or device.

The Live Support 365 service is provided only by phone, Internet chat and remote desktop sharing. An Internet connection must be provided by you so that you can receive the Live Support 365 service. By your use of the Live Support 365 service you acknowledge and agree that you give permission to Ascentive at all relevant times to access and control your computer(s) and/or device(s) for the purposes of diagnosis, service and repair. You authorize Ascentive to configure your computer(s) and/or device(s) and delete the files that Ascentive deems unnecessary, in its sole discretion, to the operation of your computer or device. You give Ascentive express permission to alter the registry of any computer or device on which the Live Support 365 service is performed. You acknowledge that the Live Support 365 service may require additional software. You give Ascentive permission to install, configure and use additional software on your computer(s) and device(s) in connection with the Live Support 365 service.

In some cases, Live Support 365 may not be able to diagnose or fix a problem occurring on your computer or device.

Ascentive reserves the right to refuse to troubleshoot hardware or software not on its list of supported products. You understand and agree that technical problems may be the result of software or hardware errors not yet resolved by the applicable product manufacturer, and that Live Support 365 technicians may not have the ability to obtain, or otherwise be aware of, the information necessary to resolve the relevant issue(s).

The Live Support 365 service is offered "AS IS" and your acceptance and use of the Live Support 365 service is at your sole discretion and risk. You shall be solely responsible for any damage to your network, software or computer or device system and any loss of data that may result from your acceptance and use of the Live Support 365 service.

Ascentive must have access to the computer or device receiving the Live Support 365 service. You must assist in any manner necessary for Ascentive to diagnose, troubleshoot and correct the computer or device and provide the Live Support 365 services. Your failure to cooperate with the Ascentive representative shall be considered a breach of this Agreement. Ascentive does not guarantee against the loss of any file, information, or data. You are solely responsible for backing up and safely storing all data, information, and files located on any device accessed by Ascentive. Ascentive does not guarantee that it will recover lost or corrupted data, lost or deleted work, or lost or damaged personal files.

Subscribers are entitled for unlimited number of telephone and online "technical" support requests during the Live Support 365 subscription period. Live Support 365 support sessions are limited to technical support queries only. Ascentive reserves the rights to terminate your Live Support 365 subscription or otherwise limit your access to the Live Support 365 service if Ascentive determines, in its sole discretion, that you are abusing the Live Support 365 service. The use of the Live Support 365 service is only for personal use and any commercial use is prohibited.  Your Live Support 365 subscription is non-transferrable and you may not assign or sell your subscription to any third party. Any prohibited assignment or transfer of your Live Support 365 subscription shall be grounds for immediate termination of your Live Support 365 subscription.

You acknowledge and agree that Ascentive may use one or more third party service providers in connection with providing the Live Support 365 service.

Live Support 365 Payment:
The Live Support 365 services against any Plan Order will be available once you have made payment for the applicable service(s). If you signed up for the installment payment plan, the first payment will start your service and subsequent payments are made thirty days following the date of the initial payment until the entire amount due under the Payment Plan has been paid.

When you purchase the Live Support 365 service, you agree to a specific price and plan term of one, two or three years. You may utilize the Live Support 365 service only on such number of computers or devices for which you have paid the applicable subscription fee.

Ascentive may immediately terminate your Live Support 365 subscription, without further notice to you, if you fail to make any required payment.  Except as set forth in the immediately following Ascentive Live Support 365 Refund Policy, any payment received by Ascentive prior to a termination of the Live Support 365 subscription for any reason shall be deemed payment for Ascentive providing the Live Support 365 service to you up to the applicable date of termination, and no refund shall be due or owed to you.

Ascentive Live Support 365 Refund Policy:
Ascentive will issue you a full refund for amounts actually received by Ascentive from you for your Live Support 365 subscription if Ascentive attempts, but fails, to resolve at least one issue identified by Ascentive within the first 10 days of your Live Support 365 subscription or during the initial Live Support 365 free diagnosis. Not all issues identified by Ascentive will necessarily impact your computer or device performance, security or stability and your results may vary dependent on what is actually limiting a particular computer or device. Beginning 10 days after your purchase of the Live Support 365 subscription, the Live Support 365 subscription is non-refundable.  If you have elected to pay for Live Support 365 services by means of an installment payment plan, you are responsible for any and all subsequent payment installments until the entire amount of your Live Support 365 subscription fee has been paid in full to Ascentive. If one or more issues identified by Ascentive are resolved, your Live Support 365 subscription is non-cancellable and no fees will be refundable to you. In order to qualify for a Live Support 365 refund:

You must have allowed Ascentive access to your computer or device as provided herein and as otherwise requested by Ascentive to perform diagnostics and problem mitigation. Our process is to escalate difficult cases through our technician expertise levels, which may mean that you will need to have several diagnostic sessions to ultimately solve your computer or device problem; and

You must have followed recommendations prescribed by Ascentive personnel, or allowed Ascentive personnel to perform required operations, including; installation of appropriate software and required updates, adjusting of settings, the deletion of suspicious files; and

Ascentive was either (1) not able to identify an issue with your computer, device or software, or (2) unable to correct or mitigate an issue Ascentive identified on your computer, device or software. Not all issues identified by Ascentive will necessarily impact your computer or device performance, security or stability and your results may vary dependent on what is actually limiting a particular computer or device.

26.  THIRD PARTY SERVICES

Certain features, functionalities or services of the Software such as data backup and cloud storage (collectively, “Third Party Services”) may be performed or provided solely by third parties, including, but not limited to, Livedrive Internet Ltd. (“Livedrive”). Your receipt and/or use of Third Party Services shall be governed by the terms, licenses, privacy policy and similar agreements related to such Third Party Services (collectively, “Third Party Services Agreements”). The terms of this Agreement and/or Ascentive’s Privacy Policy shall not apply to your receipt or use of any Third Party Service, and Ascentive takes no responsibility for any damage, harm, or loss of data due to your installation, removal or usage of Third Party Services. Before using any Software that includes Third Party Services, Ascentive directs you to first review the applicable Third Party Services Agreements.

You agree to assume all responsibility for successful operation of any Third Party Services. Even if an Ascentive technician assists you in setup, it is your final responsibility to ensure that all applicable Third Party Services are working properly. You agree that if you have any dispute with the provider of any Third Party Service, you will not include Ascentive in that dispute, and you specifically release Ascentive from any such dispute. You will have no claim whatsoever to any income received by Ascentive from the provider of any Third Party Service.

For example, prior to using any Software that features data backup and/or cloud storage, please review Livedrive’s terms of use, a copy of which is located at http://www.livedrive.com/terms-of-use (or otherwise located at http://www.livedrive.com), and Livedrive’s privacy policy, a copy of which is located at http://www.livedrive.com/privacy-policy (or otherwise located at http://www.livedrive.com).  Data stored with Livedrive may be stored on one or more severs located outside of the United States.

While we encourage you to read and be familiar with Livedrive’s terms of use and Livedrive’s privacy policy, and in any event you shall be solely responsible for your compliance with Livedrive’s terms of use and Livedrive’s privacy policy, we draw your attention to the following (please note that the following may not be current and it is your sole responsibility to review Livedrive’s terms of use and Livedrive’s privacy policy):

  • Account Security. As noted in Section 11 above with respect to your Ascentive username and password, you remain solely responsible for safeguarding the password that you use to access the Livedrive Third Party Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Livedrive of any unauthorized use of your account.
  • Protection of Files.  As noted in Section 19 above, you, and not Livedrive or Ascentive, are responsible for maintaining and protecting all of your files. Neither Livedrive nor Ascentive will be liable for any loss or corruption of your files, or for any costs or expenses associated with backing up or restoring any of your files.
  • Third Party Rights.  As noted in Section 5 above, files and other content in the Livedrive Third Party Services may be protected by intellectual property rights of others.  You should not copy, upload, download, or share files unless you have the right to do so.  You, not Livedrive or Ascentive, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Livedrive Third Party Services. You must not upload spyware or any other malicious software to the Livedrive Third Party Services.
  • Choosing Data to Backup.  Some services, including the Livedrive Backup and Livedrive Pro Suite package are sold on a per-computer basis and include unlimited data backup for that computer. You are only permitted to backup data stored on a) internal hard drives of that computer, b) externally connected drives, such as USB drives, connected to that computer or c) NAS storage devices attached to that computer. Backing up of NAS storage devices may incur an extra charge on some packages.
  • Size Limit.  There is a limit of 5TB for any single external drive including NAS devices and USB drives.
  • Archiving Not Permitted.  Services that include Livedrive Backup are not to be used for archiving. You must at all times hold an original copy of the data in the original location on the system it was backed up from. If you delete files from your computer that have been backed up Livedrive will remove the corresponding backup from Livedrive’s servers.
  • Deletion After 30 Days.  You must at all times run the Livedrive software on any computer that is being backed up and you must ensure this computer connects to the Internet at least once every 30 days. Livedrive will remove backups for computers that have not connected to the service for 30 days.
  • Data Retrieval.  If you wish to restore data backed up onto Livedrive servers, Livedrive may require up to 72 hours notice. Livedrive reserves the right to archive data in facilities where it may not be available for immediate access.
  • Prohibited Uses.  You agree not to misuse the Livedrive Third Party Services. For example, you must not, and must not attempt to, use the services to do the following things:
    • Probe, scan, or test the vulnerability of any system or network;
    • Breach or otherwise circumvent any security or authentication measures;
    • Access, tamper with, or use non-public areas of the Service, shared areas of the Service which you have not been invited to, Livedrive (or its service providers’) computer systems;
    • Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Services;
    • Plant malware or otherwise use the Services to distribute malware;
    • Access or search the Services by any means other than Livedrive’s publicly supported interfaces (for example, "scraping");
    • Send unsolicited communications, promotions or advertisements, or spam; send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
    • Publish anything that is fraudulent, misleading, or infringes another's rights; promote or advertise products or services other than your own without appropriate authorization;
    • Impersonate or misrepresent your affiliation with any person or entity;
    • Publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred;
    • Violate the law in any way, or violate the privacy of others, or defame others.
Legal Disclaimer
Though we make every effort to preserve user privacy, we may need to disclose personal information when required by law wherein we have a good-faith belief that such action is necessary to comply with a current judicial proceeding, a court order or legal process served on our Web site.
Contacting the Web Site
If you have any questions about this privacy statement, the practices of this site, or your dealings with this Web site, you can contact:
Ascentive LLC,
50 S. 16th Street ,
Philadelphia, PA 19102