These terms and conditions (this “Agreement”) are by and between Panurgy NY Metro, LLC. (“Panurgy”) a New Jersey Limited Liability Corporation, and you, your heirs, agents, successors and assigns (“You” and “Your(s)”), each side a “Party” and together, “the Parties”. This Agreement sets forth the terms and conditions of Your purchase and use of services offered on DesktopCare.com or otherwise by Panurgy (the “Services”) and explains Panurgy’s obligations to You and Your obligations to Panurgy concerning the Services.
BY USING THE SERVICES WITH Panurgy, SUBMITTING ORDER INFORMATION, CHECKING THE “I AGREE” CHECKBOX AT THE TIME OF ORDER AND/OR EXECUTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (AS AMENDED FROM TIME TO TIME BY Panurgy IN THEIR SOLE AND ABSOLUTE DISCRETION). IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT INDICATE YOUR ACCEPTANCE AND DO NOT USE THE Desktop Care/Panurgy SERVICES. BY CONTINUING TO USE THE SERVICES OFFERED BY Panurgy FOLLOWING A CHANGE TO THIS AGREEMENT, YOU ARE ACCEPTING AND AGREEING TO THE CHANGE.
WHEREAS, Panurgy and DesktopCare.com provides a service which provides tools to help monitor, manage, administer and provide AV protection to Windows and Mac computers running the provided agent software and
WHEREAS, You wish to obtain and use such Services;
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration herewith, the receipt, adequacy and sufficiency of which are hereby acknowledged, Panurgy and You, intending to be legally bound, hereby agree as follows:
You agree that Panurgy may modify this Agreement and the Services from time to time. You agree to be bound by any changes Panurgy may reasonably make to this Agreement when such changes are made. If You have purchased Services from Panurgy, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Services. You agree that Panurgy shall not be bound by any representations made by third parties who You may use to purchase Services from Panurgy, and that any statement of a general nature, which may be posted on DesktopCare.com or contained in Panurgy promotional materials, will not bind Panurgy. Panurgy may, at times, offer certain promotions with different charges and features. Panurgy may, in our sole discretion, add, delete or change any of the services provided or fees charged by Panurgy. These will be binding on the date that they become effective, similar to any other revision that is made to this agreement.
You agree that You will be responsible for notifying Panurgy should You desire to terminate Your use of Panurgy Services. Notification of Your intent to terminate must be provided to Panurgy in writing via e-mail to firstname.lastname@example.org, You agree that Panurgy may, in its sole discretion, terminate this Agreement, or any commercial activity or other use of the Services provided by Panurgy and DesktopCare.com under this Agreement immediately and without any notice. Without limiting the foregoing, Panurgy may terminate this Agreement if Panurgy determines in its sole discretion that you have acted inconsistently with the obligations or the spirit of this Agreement or of other Panurgy policies; or if Panurgy determines in its sole discretion that you have infringed upon or tried to infringe upon the proprietary rights of others; if any information that you have provided Panurgy is found in Panurgy’s sole discretion to be false or that Panurgy has been unable to authenticate or verify the veracity of such information.
Only adults who can form legally binding contracts under applicable law can actively participate in the activities conducted through and purchase services provided by DesktopCare.com and Panurgy. By completing the order/registration information, by opening an account with Panurgy, or otherwise participating in commercial activity conducted through the DesktopCare.com and with Panurgy, you certify that you are 18 years of age or older, are competent to assume legally-binding obligations, and have the resources available to honor those obligations that you undertake. Panurgy reserves the right to refuse, limit or restrict its services for any reason at any time and in its sole discretion.
As a condition of Your use of the Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid for the Services if, for any reason, Panurgy takes corrective action with respect to Your improper or illegal use of the Services.
Panurgy reserves the right at all times to disclose any information as Panurgy deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
If You have purchased Services, Panurgy has no obligation to monitor Your use of the Services. Panurgy reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Panurgy reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.
You agree that Panurgy or its licensor holds all rights, title and interest in the Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services.
You understand and agree that all content and materials contained in this Agreement, other policies, DesktopCare.com, and any affiliated websites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Panurgy or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Panurgy or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge that Your actions in connection with using the Services infringe upon or conflict with the legal rights of a third party or a third party’s trademark or trade name.
IN NO EVENT SHALL PANURGY OR ITS SUBSIDIARIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT,INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF PANURGY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Panurgy liability is limited to the full extent permitted by law. You agree that in no event shall Panurgy maximum aggregate liability exceed the total amount paid by You for the particular Service in dispute purchased from Panurgy.
ALL PRODUCTS, SERVICES, INFORMATION, AND DATA PROVIDED TO YOU UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTY OF ANY KIND. PANURGY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THE QUALITY AND AVAILABILITY OF TECHNICAL SUPPORT. PANURGY ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH ACCESS TO OR USE OF SERVICES UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING; THAT THE FUNCTIONS OR SERVICES PROVIDED BY PANURGY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS THEREWITH WILL BE CORRECTED; THAT THE SERVICES PROVIDED BY PANURGY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT THE SERVICES PROVIDED BY PANURGY UNDER THIS AGREEMENT WILL OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA; OR THAT YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM PANURGY.
You at Your own expense will indemnify, defend and hold harmless Panurgy NY Metro, LLC, its subsidiaries, DesktopCare.com and any third-party service providers and third-party beneficiaries to this Agreement and their employees, directors, officers, representatives, agents and affiliates against any claim, suit, action, or other proceeding brought against Panurgy or any third-party beneficiary to this Agreement by You or another based on or arising from any claim or alleged claim arising out of: any claim or alleged claim arising from this Agreement; or Your use of the services provided under this Agreement in any manner inconsistent with or in breach of this Agreement. Your obligation under this section extends to any and all costs, damages, and expenses, including, but not limited to, actual attorneys’ fees and costs awarded against or otherwise incurred by Panurgy in connection with or arising from any claim, suit, action or proceeding.
No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement through failure to act, delay in action, or otherwise, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.
This Agreement shall be interpreted and enforced in accordance with the laws of the State of New Jersey,. The Parties agree that any action relating to this Agreement is subject to the exclusive jurisdiction of the federal and state courts of the State of New Jersey, and further agree to proper venue in those courts. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys’ fees, costs and disbursements incurred in connection therewith.
Any notice or other communication required or permitted to be delivered to Panurgy under this Agreement shall be in writing and deemed properly delivered by certified mail, return receipt requested, to Panurgy 3 Wing Dr. Suite 225 Cedar Knolls, NJ, attn: DesktopCare.com. Any notice or other communication required or permitted to be delivered to You by Panurgy under this Agreement shall be deemed properly delivered by e-mail to the contact address that You have provided to Panurgy/DesktopCare.com.
This Agreement, incorporating any other applicable BuyDomains.com policies and any modifications that may be made hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.