TERMS OF SERVICE

IMPORTANT – READ CAREFULLY:   The Project360 service using our web-based software and documentation as updated or modified from time to time at our discretion (“Service”) is owned and operated by Web360 S.R.L. (“us” or “we”), a Colorado limited liability company, and is provided to you pursuant to the terms and conditions of these Terms of Service, including our Privacy Policy and Sign up Form, available on our website and incorporated herein by reference (“Terms”).  By using the Service, you represent and warrant that you are authorized to sign for and bind the contracting party and agree to be bound by all of these Terms, including the disclaimers and limitations of liability in Section 6 and the jurisdiction provisions of Section 8.1 below.  If you do not agree with these Terms, do not use the Service.    


1.     REGISTRATION.  To use the Service, you must register through the Sign up Form and choose the subscription plan that meets your needs after reviewing the “Pricing” pages.  We have the right to reject any application to use the Service for any reason.  You may not use the Service if you are under 18 years of age.  If your application to use the Service and any required payments are accepted by us, you will have access to the Service via the secure login procedure set forth on our website.  You must keep your registration information current and complete at all times.  We may contact you from time to time via email or otherwise, and you will be bound by any such communication given to the address we have in our records at the time of such notice. 

2.     PASSWORDS. As part of the registration process, you will use your email address as your user name and choose your password for access to your account. You must carefully safeguard your password as you are solely responsible for all activities on your account. You may not share your login information but may designate other members who are authorized to use your account by creating user accounts for them. You must immediately notify us if you become aware of any unauthorized use of your account or any other security breach, including loss or theft of your password or account information.

3.     Consideration

3.1 Fees.  In consideration of our licensing of the Service, you agree to pay any applicable fees and charges specified on the pricing page of our website.  You will also pay any applicable charges and all taxes of whatever nature (other than taxes on our net income) levied on the license or use of the Service.  We may change the fees and charges or add new fees and charges by notifying you at least 30 days in advance.  You are responsible for any fees or charges incurred to access the Service through an Internet service provider or other third party service.

3.2 Payment.  All fees and charges are due and payable by credit card at the start of the subscription period and are non-refundable.  When you register to use the Service for a paying plan, you must provide us with a credit card number belonging to you with sufficient credit to pay the applicable Service fees. You must keep your credit card information current by logging in to your account and updating it as appropriate from time to time.  You authorize us to take whatever steps are appropriate to verify the credit card and your credit.  If any fees or charges do not go through on your credit card, we have the right to immediately cancel your Service and destroy all of the End User Data.  Recurring monthly fees for use of the Service and any other fees or charges applicable to your subscription at the rates and charges then in effect will automatically be billed to the credit card we then have on file for you at the beginning of each renewal period, unless you cancel your subscription before the relevant period begins.  You are solely responsible for paying any amounts billed to your credit card by a third party that were not authorized by you.   

3.3  Trial and Other Offers.  Our Free Trial offer allows you to use the Service for one time for 30 days for no charge.  At the end of the Free Trial, should you decide to continue using the Service you will be requested to select a plan.  At that time, we will automatically bill your credit card for the fees to the Service plan you select.  If you do not select a plan or if you choose to cancel your account within 30 days of the expiration of your  Free Trial, your account will automatically expire and all End User Data will be deleted.

3.4 Service Plan Changes.  At the end of any Free Trial period and upon any upgrade from a free plan to a paying plan, we will immediately bill you for the paying plan you selected.  If you downgrade plans, the new rate will become effective at the beginning of the next billing cycle.  You will not receive any pro rata refund or credit upon cancellation or termination of your Service plan.  Please carefully review the features of each Service plan and note that downgrading your plan may cause a loss of features, content and your End User Data. 

4.     TERM AND TERMINATION

4.1 Term.  These Terms commence at the time you begin use of the Service.  Your subscription will renew automatically every month unless terminated by us or until you cancel by clicking on the “Close Account” button and following the steps indicated.  You may not cancel by phone, mail or email.  If you cancel prior to the next billing cycle, cancellation will be effective immediately and you will not be billed for the next cycle.  If you cancel in the middle of a billing period, you will not receive a refund for amounts previously paid.  We may cancel or discontinue the Service at any time for any reason and may terminate your use of the Service immediately upon notice to you at any time if you breach these terms or upon notice for any other reason effective on the last day of your billing cycle, in any such event without liability to you. 

4.2 Effect of Termination.  Termination of these Terms will not limit you or us from pursuing available remedies for a breach prior to termination. The second sentence of Section 3.1, Sections 4.2, 5.3 and 5.5 and Sections 6 through 8 will survive termination.  Upon termination, you will cease using the Service and all of the End User Data will immediately be deleted.  You may export the End User Data prior to termination or cancellation of the Service by clicking on the “Microsoft Excel Worksheet” button and exporting your data..  We recommend you verify that all End User Data has been exported prior to cancelling the Service. 

5.     LIMITED LICENSE/OWNERSHIP

5.1  Limited License.  We hereby grant you a non-exclusive, non-transferable license to use the Service solely for your own personal and business operations, consistent with these Terms.

5.2  Ownership.   The information and materials provided on and through our website, including any data, text, graphics, images, audio and video clips, logos, icons, software and links (collectively, “materials”), are and shall remain the property of us and our licensors and suppliers and are protected by copyright, trademark, patent and other proprietary rights and laws (collectively, “intellectual property rights”).  You may use one copy of the materials for your personal use (and not for any public or commercial use other than as authorized by our website) if you retain all copyright and other proprietary notices on the materials and do not use any graphics without the accompanying text.  Except as expressly permitted in these Terms, you may not reproduce, distribute, display or perform (publicly or otherwise), prepare derivative works of, modify, make, sell, offer to sell, import or otherwise exploit any materials without our prior written consent, and if we require, the prior written consent of our licensors and suppliers.  The trademarks, trade names and service marks on our website are the property of us or others.  No use of any of our trademarks, trade names or service marks may be made without our prior written consent, except to identify our products or services.  Except as permitted above, no license or right, express or implied, is granted to any person under any of our or our licensors’ intellectual property rights.  Misuse of any of our or our licensors’ intellectual property rights is prohibited.  We will aggressively enforce our intellectual property rights, including via civil and criminal proceedings.

5.3 Submissions.  You hereby grant us a royalty-free, perpetual, irrevocable, worldwide, non‑exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to us through our website (other than your End User Data)(collectively, “Submission”), and to incorporate any Submission in works of any form, media, or technology now known or later developed.  We are not required to treat any Submission as confidential, and may use any Submission in our business (including without limitation for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future operations.

5.4 Updates. We may update the Service at any time, but we are under no obligation to inform you of or furnish to you any such updates.   We may also make the Service unavailable from time to time for maintenance.   These Terms do not grant you any right, license or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the Service. 

5.5 End User Data.  You will have and retain all right, title and interest in and to the End User Data and intellectual property rights therein, except that you hereby grant us a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to (a) use, reproduce, publish, distribute and display the End User Data for purposes of making the Service available to you and your authorized users and (b) aggregate and summarize such End User Data for use with third parties or in respect of upgrades, modifications or enhancements to the Service, so long as personally identifiable information is not identified.

5.6  Code of Conduct.  While using our Service, you agree to comply with all applicable laws, rules and regulations.  In addition, we expect users of our Service to respect the rights and dignity of others.  You agree not to:

  • Restrict or inhibit any other visitor or member from using our website, including, without limitation, by means of “hacking” or defacing any portion of our website;
  • Transmit or otherwise make available in connection with our website:
     
    • any content or information that is fraudulent, threatening, intimidating, abusive, libelous, defamatory, obscene, indecent, pornographic or otherwise objectionable or would give rise to criminal or civil liability;
    • any material, non-public information about companies without the authorization to do so;
    • any content or information that encourages conduct that constitutes a criminal offense or that encourages or provides instructional information about illegal or potentially illegal activities;
    • any content or information that is or may be protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express consent of the owner of such right; or
    • any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except with our prior written consent);
  • Engage in spamming or flooding;
  • Transmit any software or other materials that contain any viruses, worms, Trojan horses, Easter eggs, web bugs, chancellor, “spy ware,” defects, date bombs, time bombs or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment or any other actually or potentially harmful, disruptive or invasive code or component;
  • Interfere with or disrupt the operation of our website or the servers or networks that host our website or make our website available or disobey any requirements, procedures, policies or regulations of such servers or networks;
  • Use any services provided in connection with this website to compromise security or tamper with system resources and/or accounts or use or distribute tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools);
  • Impersonate any person or entity, including but not limited to any of our agents or representatives, falsely state or otherwise misrepresent your affiliation with any person or entity or express or imply that we endorse any statement you make, without our prior written consent;
  • “Frame” or “mirror” any part of our website without our prior written consent;
  • Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way determine, archive, reproduce or circumvent the navigational structure or presentation of our website or its contents;
  • Create a database by systematically downloading and storing all or any of the materials from our website; or
  • Interfere with or violate any other website visitor's or user's right to privacy or other rights or harvest or collect information about website visitors or users without their express consent.

We reserve the right to monitor use of our website to determine compliance with these Terms as well as the right to remove or refuse any information for any reason.  If you breach these Terms, we have the right to release your details to system administrators at other websites in order to assist them in resolving security incidents.   We reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any site messages or publishing or otherwise making available any materials that we believe violate these Terms.  By accepting these Terms you waive and hold us harmless from any claims resulting from any action taken by us during or as a result of our investigations and/or from any actions taken as a consequence of investigations by us or law enforcement authorities.  Notwithstanding these rights, you are solely responsible for your End User Data. 

6.     DISCLAIMER; limitation of liability

6.1 Disclaimer.  Neither any opinion, advice or statement of us or our affiliates, licensors, suppliers, agents or visitors, whether made on our website or otherwise nor the results of any operation of the Service by you constitute representations or warranties of us or give rise to any rights of reliance or otherwise for the benefit of you or any third party.  You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this website for the reconstruction of any lost data.  We do not assume any responsibility or risk for your use of our Service and the Internet.  ANY AND ALL SERVICES PROVIDED BY US TO YOU ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND.  WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NONINFRINGEMENT AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.  Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you.  WE AND OUR AFFILIATES, LICENSORS, SUPPLIERS, AND AGENTS DO NOT WARRANT THAT YOUR USE OF OUR WEBSITE OR MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED OR THAT OUR WEBSITE, THE SERVER(S) ON WHICH OUR WEBSITE IS HOSTED OR OUR MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  Without limiting the generality of the foregoing, we hereby disclaim any and all liability for any damage to or other impact on your equipment, hardware, software, data or other information or materials, whether or not caused by or related to (either directly or indirectly) your use of the Service, including but not limited to claims relating to faulty, malfunctioning or inoperable Service.

6.2 Limitation of Liability.  IN NO EVENT WILL we NOR ANY OF OUR AFFILIATES, LICENSORS SUPPLIERS OR AGENTS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES (“INDEMNIFIED PARTIES”),  BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.  YOUR SOLE REMEDY FOR DISSATISFACTION WITH OUR WEBSITE, MATERIALS OR ANY LINKED SITE IS TO STOP USING THEM.  THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF ALL INDEMNIFIED PARTIES COLLECTIVELY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS OR use OUR WEBSITE OR OUR MATERIALS.  YOUR USE OF OUR WEBSITE AND ANY MATERIALS PROVIDED THROUGH OUR WEBSITE IS ENTIRELY AT YOUR OWN RISK.  You acknowledge that the limitations of liability in these Terms and the allocation of risk herein are an essential element of the bargain between you and us, without which we would not have provided the Service.  Our pricing reflects this allocation of risk and the limitation of liability specified herein.

6.3 Errors.  A possibility exists that our website or materials could include inaccuracies or errors or information or materials that violate these Terms.  Additionally, a possibility exists that unauthorized alterations could be made by third parties to our website or materials.  Although we attempt to ensure the integrity of our website, we make no guarantees as to its completeness or correctness.  If a situation arises in which our website’s completeness or correctness is in question, please contact us via our contact information provided on our “Contact Us” page of the website with, if possible, a description of the material to be checked and the location (URL) where such material can be found on our website. 

7. INDEMNIFICATION.  You shall indemnify, defend (if we so request) and hold the indemnified parties harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees and other legal costs) and other expenses (collectively, “losses”) that arise directly or indirectly out of or from (a) your or your representative’s willful misconduct, gross negligence or breach (or claim that if true would be a breach) of any representations, warranties or covenants in these Terms, (b) a third-party claim that your End User Data infringes or misappropriates any third party’s intellectual property rights or (c) your activities in connection with the Service and our website. You also agree to reimburse each indemnified party on demand for any losses incurred by such indemnified party to which this indemnity relates.


8. GENERAL TERMS            


8.1 Law; Disputes.  These Terms and all matters arising out of or relating to these Terms will be governed by the internal laws of the State of Colorado, without giving effect to any choice of law rule.  In the event of any controversy, claim or dispute between the Parties arising out of or relating to these Terms, such controversy, claim or dispute may be tried solely in a state or federal court in Denver, Colorado.  You and we hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.

8.2 Jurisdictional Issues.  We make no representation that materials available on or through our website are appropriate or available for use in locations outside of the United States.  If you choose to access our website from locations outside of the United States, you do so on your own initiative and at your own risk, and are responsible for compliance with applicable laws.  We reserve the right to limit the availability of our website and the provision of any service, program or other product described on our website to any person, geographic area or jurisdiction, at any time and in our sole discretion.  You agree not to transport, import, export, or re-export all or any part of the materials to (or to a national or resident of):  (a) Cuba, Iraq, Libya, Liberia, North Korea, Iran, Syria, Serbia, Sudan or any other country to which the U.S. has embargoed goods or (b) any person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders.  You also represent, warrant and covenant to us that you are not located in or under the control of any such country or on any such list.


8.3 Notices.  Any notice or other communication under these Terms must be in writing and will be deemed given (i) when delivered personally; (ii) when sent by facsimile or email, with written confirmation of receipt by the sending mechanism; (iii) five business days after being sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) two business days after deposit with a private industry express courier, with written confirmation of receipt.  All notices shall be sent to you to the person and address specified in your account information and to us to the person and address specified on our “Contact Us” page.           


8.4 Agreement.  These Terms constitute the complete agreement between you and us and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Terms.  If any provision of these Terms is found to be unlawful, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.  These Terms may not be modified or amended except by a writing signed by a duly authorized representative of you and us or by our posting revised Terms on our website or by emailing you with notice of the change in Terms.  You are solely responsible for periodically reviewing the Terms to determine whether they have changed since you last reviewed them.  We will note a new adoption date each time we change these Terms.  If you continue to use the Service after a change in Terms, you will be bound by such changes.  These Terms are not assignable, transferable or sublicenseable by you except with our prior written consent.  No waiver of any breach or default shall be deemed a waiver of any preceding or subsequent breach or default.  Headings are inserted only as a matter of convenience and in no way define or explain any section or provision hereof.         

8.5 Notice for California Users.  Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice:  California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.      


8.6 Questions.  If you have any questions, comments or complaints regarding these Terms or our website, feel free to contact us via our contact information specified on our “Contact Us” page. 

These Terms were adopted effective as of June __, 2006.