User Agreement: TERMS & CONDITIONS
Updated on Sep 06, 2010
IMPORTANT READ CAREFULLY:
BY USING THE ShowMyPC software, YOU REPRESENT
AND WARRANT THAT YOU: (i)ARE 18 YEARS OF AGE OR OLDER; (ii) ARE,
OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED
BELOW AS CUSTOMER; AND(iii) HAVE READ, UNDERSTAND AND AGREE
ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS
OF THIS ONLINE SUBSCRIPTION AGREEMENT. OTHERWISE, DO NOT USE THE SOFTWARE.
This Subscription Agreement
(this Agreement) is a legal and binding instrument entered
into as of the date of electronic acceptance by Customer (the Effective
Date), by and between the ShowMyPC.com company listed in Section
10 (ShowMyPC.com), and Customer, the individual
or entity entering into this Agreement. ShowMyPC.com reserves the right
to amend this Agreement from time to time without notice to Customer.
The most current version of this Agreement can be reviewed by clicking
on the "Terms of Service" hypertext link located at the bottom of
ShowMyPC.com's Web pages.
- Description of Services. ShowMyPC.com's
remote access products services (individually and collectively referred
to as the Services), as more fully described in subsections
(a), (b), (c) immediately below. The selection(s) made and submitted
by Customer during the registration process will identify the specific
Service(s) subscribed to by Customer hereunder and the number of Authorized
User(s) for each Service, all of which shall be listed on Customer's
My Account page within the ShowMyPC.com Web site. Authorized
Users shall mean (i) for the, ShowMyPC Premium ShowMyPC
Service and ShowMyPC Free Services, the Customer-designated individuals
(i.e., employees, contractors, consultants, etc.) who may access the
Services in accordance with this Agreement, and (ii) for the ShowMyPC
Service, the Customer-designated host PCs which may be accessed by authorized
individuals (i.e., employees, contractors, consultants, etc.) in accordance
with this Agreement. The following describes the Services currently
offered by ShowMyPC.com :
- ShowMyPC Service. By subscribing
to the ShowMyPC Service, Customer may access and use the ShowMyPC
remote-access screen-sharing application for the sole purpose of enabling
authorized individuals to remotely access and control Authorized Users.
- ShowMyPC Paid. By
subscribing to the ShowMyPC Premium Service, Customer may access and
use the ShowMyPC Premium online meeting application for the sole purpose
of conducting online meetings between Authorized Users and their
respective invited attendees.
- ShowMyPC All. By using ShowMyPC Software or Services, Customer may access and use the ShowMyPC
software for the sole purpose of conducting online
meetings or remote access between Authorized Users and their respective invited attendees.
Registration. To subscribe to Services via the ShowMyPC.com Web
site, Customer must complete the online registration process, including
Customer's electronic acceptance of this Agreement, and ShowMyPC.com
must then accept such online registration. ShowMyPC.com may reject
an online registration by a potential Customer in its sole discretion
and is not obligated to provide a reason for its rejection. In the event
a potential Customer's online registration is rejected by ShowMyPC.com
, such potential Customer may submit a new online registration for re-evaluation
by ShowMyPC.com .
- Registration Data. As
part of the online registration process, ShowMyPC.com will collect
certain limited information about Customer (Registration Data).
All Registration Data provided by or on behalf of Customer must be current,
complete and accurate, and Customer is solely responsible for updating
such Registration Data as necessary. ShowMyPC.com reserves the right
to terminate this Agreement immediately in the event any Registration
Data is found to be inaccurate, incomplete or not current at any time.
- Account Password/Security. As
part of the online registration process, Customer will choose a password
and a user name. Customer is entirely responsible for maintaining the
confidentiality of its password and account, and Customer is solely
responsible for any and all activities that occur under its account.
Customer agrees to notify ShowMyPC.com immediately of any unauthorized
use of its account or any other breach of security. ShowMyPC.com shall
not be liable for any loss that Customer may incur as a result of a
third party using its password or account, either with or without its
knowledge. Customer may be held liable for losses incurred by ShowMyPC.com
or another party due to a third party using Customer's account or
- Payment Information. As
part of the online registration process, ShowMyPC.com will collect
certain additional information related to billing and payment matters
(Payment Information). Such Payment Information will include
a valid debit card or credit card number with available credit sufficient
to pay the applicable Subscription Fees, an election of a preferred
billing frequency, and other information as required by ShowMyPC.com
. All Payment Information provided by or on behalf of Customer must
be current, complete and accurate, and Customer is solely responsible
for updating such Payment Information as necessary. Customer hereby
authorizes ShowMyPC.com , from time to time, to take steps to determine
whether the debit card or credit card number provided is valid. ShowMyPC.com
reserves the right to terminate this Agreement immediately in the event
any Payment Information is found to be inaccurate, incomplete or not
current at any time. ShowMyPC.com shall not be responsible for any
overdraft charge or other fees that may be incurred by ShowMyPC.com
's use of Customer's debit card or credit card.
- Trial and Promotional Offers. From
time to time, ShowMyPC.com may offer certain trial and/or promotional
offers. ShowMyPC.com reserves the right to discontinue or modify coupons,
credits, trials and promotional offers at its discretion and without
notice. Any such trial or promotional offers may not be combined with
other coupons, credits, trials, promotions or any other discounts, and
are limited to one (1) per Customer. The details of any trial or promotional
offers applicable to Customer shall be listed on Customer's My
Account page within the ShowMyPC.com Web site.
- Privacy. ShowMyPC.com's
use of any information provided by Customer, including without limitation,
Registration Data and Payment Information, is set forth in ShowMyPC.com's
hypertext link located at the bottom of ShowMyPC.com's Web pages.
- Customer Rights and Restrictions.
- During the Term of this Agreement,
and upon Customer's payment of all applicable Subscription Fees, ShowMyPC.com
will enable Customer to access and utilize the Services as contemplated
herein, and Customer may access and use the Services subscribed to hereunder
pursuant to and in accordance with the provisions of this Agreement.
- Customer shall be solely responsible
for all content transferred by Customer or any other party in connection
with Customer's access and/or use of the Services, including all visual,
written and/or audible communications. Customer hereby agrees not to
access and/or use the Services (i) to send unsolicited commercial
email in violation of applicable law; (ii) request, collect and/or
store sensitive data (such as credit card numbers or social security
numbers) from online meeting or Webinar attendees; (iii) to communicate
any message or material that is deemed harassing, threatening, indecent,
obscene, libelous, slanderous, or otherwise unlawful; (iv) in a
manner which violates the intellectual property rights of any party;
or (v) in a manner which constitutes or encourages conduct that
could be a criminal or civil offense under any applicable law or regulation.
Although ShowMyPC.com is not responsible for any such content or communications,
ShowMyPC.com reserves the right to take any action it deems necessary
or appropriate in its sole discretion, with respect to any such content
or communications of which ShowMyPC.com may become aware, at any time
and without notice to Customer.
- Customer may not reverse engineer,
decompile or otherwise attempt to decipher any code in connection with
the Services or any other aspect of ShowMyPC.com 's technology.
- Customer may reassign Authorized
Users without incurring additional fees.
- Customer may inform its Authorized
Users, customers and employees that the Services subscribed to hereunder
are powered by ShowMyPC.com .
- Customer may not resell, distribute,
or otherwise use any of the Services on a timeshare or service bureau
- Customer shall not access
and/or use any of the Services in any manner that could damage, disable,
overburden, impair or otherwise interfere with or disrupt the ShowMyPC.com
Web sites, Services or any networks or security systems of ShowMyPC.com
- No other rights are granted
hereunder except as expressly set forth in this Agreement.
- Term and Termination.
- Term. This Agreement
shall commence on the Effective Date and continue till terminated or
for the period stated during sign up.
- Termination for Cause. ShowMyPC.com
reserves the right to terminate this Agreement immediately if Customer
breaches any of its material obligations under this Agreement.
- Effect of Termination. Upon
termination of this Agreement, Customer will immediately discontinue
all access to and use of the Services. ShowMyPC.com shall not be liable
for any damages resulting from a termination of this Agreement as provided
for herein; provided, however, the termination of this Agreement shall
not affect any claim arising prior to such termination.
- Subscription Fees. Customer
is responsible for all Subscription Fees, and hereby authorizes ShowMyPC.com
to obtain payment of all such Subscription Fees in accordance with the
Payment Information, as stated on Customer's My Account page
within the ShowMyPC.com Web site. Customer shall also be responsible
for all applicable taxes (withholding tax, sales tax, services tax,
value-added tax (VAT), goods and services tax (GST), etc.) or duties
imposed by any government entity or collecting agency EXCEPT those taxes
based on ShowMyPC.com 's or ShowMyPC.com Systems, Inc.'s net income.
- Confidential Information. Unless
expressly authorized in writing by the other party, neither party shall
disclose to any third party any non-public information or materials
provided by the other party under this Agreement and reasonably understood
to be confidential (Confidential Information), or use such
Confidential Information in any manner other than to perform its obligations
under this Agreement. The foregoing restrictions do not apply to any
information that (i) is in or becomes available through the public
domain, (ii) is already lawfully in the receiving party's possession, (iii) was
known to the receiving party prior to the date of disclosure, (iv) becomes
known to the receiving party from a third party having an apparent bona
fide right to disclose the information, or (v) Confidential Information
that the receiving party is obligated to produce pursuant to an order
of a court of competent jurisdiction or a valid administrative subpoena,
providing receiving party provides disclosing party timely notice of
such court order or subpoena. Furthermore, Customer will keep in strict
confidence all passwords and other access information to the Services.
- DISCLAIMER OF WARRANTIES. CUSTOMER
HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY ShowMyPC.com
ON AN AS IS BASIS, AND CUSTOMER's ACCESS TO AND/OR USE OF THE
SERVICES IS AT ITS SOLE RISK. ShowMyPC.com EXPRESSLY DISCLAIMS ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS
FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ShowMyPC.com MAKES
NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER
OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR
DOES ShowMyPC.com MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION
OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE PLUG-IN WILL
BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR
DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE
USE OF ANY OF THE SERVICES IS DONE AT THE SOLE RISK OF CUSTOMER AND
THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL
AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED
BY CUSTOMER FROM ShowMyPC.com OR THROUGH THE SERVICES SHALL CREATE
ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS
MAY NOT APPLY TO CUSTOMER.
- LIMITATION ON LIABILITY. IN
NO EVENT SHALL ShowMyPC.com BE LIABLE FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL OR INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED
TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS
OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY
OTHER DAMAGES), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY,
AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE,
AND WHETHER OR NOT ShowMyPC.com HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. ShowMyPC.com 's LIABILITY HEREUNDER IS LIMITED TO
MONTHLY SUBSCRIPTION FEE.
- Indemnification. Customer
hereby agrees, at its sole expense, to indemnify, defend and hold ShowMyPC.com
harmless from and against any loss, cost, damages, liability or expense
arising out of or relating to (i) a third-party claim, suit, proceeding,
action or allegation of infringement based on information, data, files
or other content submitted by Customer or otherwise related to Customer's
access to and/or use of the Services; or (ii) any fraud or manipulation,
or other breach of this Agreement by Customer.
- Contracting Party, Choice
of Law and Location for Resolving Disputes. This Agreement is between
Customer and the ShowMyPC.com entity for Customer's country or region.
In this section, find the country or region where Customer is located,
where Customer lives (if Customer is signing up for the Services as
an individual person) or where Customer's business is located (if
Customer is signing up for the Services as business) in the subsections
below, and in that subsection Customer will find the ShowMyPC.com entity
that Customer is contracting with and the choice of law and the location
for resolving disputes with such ShowMyPC.com entity. If any provision
of this Agreement is invalid or unenforceable under applicable law,
it shall be to that extent deemed omitted and the remaining provisions
will continue in full force and effect. To the extent a provision is
deemed omitted, the parties agree to comply with the remaining terms
of this Agreement in a manner consistent with the original intent of
- Location. Customer is
contracting with ShowMyPC.com LLC located at Delaware,
United States and this Agreement will be governed by the laws of the
State of Delaware without reference to conflict of law principles
and excluding the United Nations Convention on Contracts for the International
Sale of Goods, and in any dispute arising out of this Agreement, Customer
consents to the exclusive personal jurisdiction and venue in the State
and Federal courts within Delaware.
- Additional Terms.
- Authority. Each party
hereby represents and warrants to the other party that it has all necessary
authority to enter into and perform its obligations under this Agreement
without the consent of any third party or breach of any contract or
agreement with any third party.
- Assignment. Customer
may not assign its rights or delegate its duties under this Agreement
either in whole or in part, and any such attempted assignment or delegation
shall be void.
- Force Majeure. ShowMyPC.com
will not be responsible for any delay, interruption or other failure
to perform under this Agreement due to acts beyond the control of ShowMyPC.com
- Choice of Law. This
Agreement and any dispute arising out of or in connection with this
Agreement shall be governed by and construed under the laws of the State
of Delaware, without regard to the principles of conflict of laws.
- Export. Both parties
agree to comply with applicable United States export and import laws
- High-Risk Use. Customer
hereby acknowledges that the Services are not designed or intended for
access and/or use in or during high-risk activities including, but not
limited to: medical procedures; on-line control of aircraft, air traffic,
aircraft navigation or aircraft communications; or the design, construction,
operation or maintenance of any nuclear facility. ShowMyPC.com hereby
expressly disclaims any express or implied warranty of fitness for such
- Proprietary Rights. ShowMyPC.com
retains ownership of all proprietary rights in or associated with all
its products and services (including the Services), and Customer may
not use the ShowMyPC.com logo, or any other name, logo, icon or mark
identifying ShowMyPC.com 's products and/or services (including the
Services) without prior written permission of ShowMyPC.com .
- Compliance with Laws. Customer
shall comply with all applicable laws, rules and regulations relating
to Customer's access to and/or use of the Services.
- No Waiver. The failure
of either Customer or ShowMyPC.com in any one or more instance(s) to
insist upon strict performance of any of the terms of this Agreement
will not be construed as a waiver or relinquishment of the right to
assert or rely upon any such term(s) on any future occasion(s).
- Severability. If any
provision of this Agreement is declared by a court of competent jurisdiction
to be invalid, illegal, or unenforceable, such provision shall be severed
from this Agreement and the other provisions shall remain in full force
- No Third Party Beneficiaries. No
person or entity not a party to this Agreement will be deemed to be
a third party beneficiary of this Agreement or any provision hereof.
- Entire Agreement. This
Agreement sets forth the entire agreement and understanding of the parties
relating to the subject matter hereof and supersedes all prior and contemporaneous
oral and written agreements and understandings with respect to the same.
No waiver or amendment of any term or condition of this Agreement shall
be valid or binding on either party unless agreed to in writing by both
- Captions and Headings. Captions
and headings are used herein for convenience only, are not a part of
this Agreement, and shall not be used in interpreting or construing