DEEP SOFTWARE INC. – TERMS OF SERVICE
Last Updated: January 11 2017
1. ACCEPTANCE OF TERMS.
The following terms and conditions (these “TOS”) govern all use by you as a Visitor (as defined below) or User (as defined below) of (a) Deep Software Inc’s websites and domains (including all webpages, subdomains and subparts therein contained, the “Site”), (b) any and all services available on or through the Site or otherwise provided by Deep Software Inc. (“Deep Software Inc”) In connection with services listed on the Site, and (c) all Software (as defined below) (collectively, the “Services”). The Services are owned and operated by Deep Software Inc. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Deep Software Inc. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY DEEP SOFTWARE INC. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
Deep Software Inc reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of these TOS at any time. It is your responsibility to check these TOS periodically for changes. Your continued use of the Services following the posting of any changes to these TOS constitutes acceptance of those changes. If any change to these TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
2. DESCRIPTION OF DEEP SOFTWARE INC.
Deep Software Inc provides a simple and quick means for businesses, employers, and individuals to securely monitor their computers usage. Our services include SoftActivity monitoring software for ensuring that employees are using company networks for approved tasks. We also provide software programs for parents to protect their children from cyberbullying by monitoring their computer usage at home, for personal use. Individuals may browse the site and download programs and may sign up for a free trial (“Visitors”). We provide ongoing support and product updates to our current product-holders and license-holders (“Users”) to ensure that all software programs are up-to-date. These TOS apply to you and your use of the Services as a User or Visitor of the Services.
3. YOUR USE OF THE SERVICES.
3.1 The Services.
Deep Software Inc hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes of browsing the Site, and searching for, viewing, registering for a product or service, in each case (i) in compliance with these TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services; (iii) rent, lease, resell, distribute or use the Services for commercial purposes; (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; (v) engage in any activity that interferes with or disrupts the Services; or (vi) engage in any fraudulent activity or activity that facilitates theft or fraud.
If you are allowed to download or use any Software in connection with the Services, Deep Software Inc hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by Deep Software Inc in conjunction with the Software. For purposes of this TOS, “Software” shall mean any and all software that is available on or through the Site or otherwise provided by Deep Software Inc.
The Software and the transmission of applicable data is subject to Canadian export controls. No Software may be downloaded or otherwise exported or re-exported in violation of Canadian export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all national, state, provincial, and international law.
4. PAYMENT METHODS
There are several payment processing options Visitors and Users may select when using the Service:
- Secure online credit cards processed by BlueSnap Inc.
- Bank wire transfer
5. TRIAL PERIOD
We offer a hassle-free Trial Period for the Software. During the Trial Period, Users may use the software for the purposes of monitoring internet usage, monitoring email usage, IM chat usage, and the general monitoring of computers usage in their companies or homes. The User must be the owner or authorized user on which the Trial software is downloaded and installed. Certain restrictions apply to the Trial software. At its discretion, Deep Software Inc may limit or refuse a trial license to any user for any reason, at any time.
6. PRODUCT REGISTRATION OBLIGATIONS.
7. ACCOUNT, PASSWORD AND SECURITY.
As part of the Site registration process and/or Trial Period, we may require an account password. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account. You agree to (a) immediately notify Deep Software Inc of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit (sign out) from your account at the end of each session. Deep Software Inc will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that Deep Software Inc shall be the sole arbiter of such dispute in its sole discretion and that Deep Software Inc’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
8.1 Site Content, Copyright, & Intellectual Property
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by Deep Software Inc in connection with the Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Deep Software Inc may own the Site Content or portions of the Site Content may be made available to Deep Software Inc through arrangements with third parties. Except as expressly authorized by Deep Software Inc in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of Deep Software Inc. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
8.2 Certain Restrictions.
Whether you are using the Services as a Visitor or User, you understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through your use of Our Services, You agree not to use the Services to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- impersonate any person or entity, including, but not limited to, an Deep Software Inc representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
- upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale of editing and drafting services listed on the Site;
- upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- unlawfully monitor usage that would otherwise constitute as unlawful;
- intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (i) regulations promulgated by (ii) laws and regulations (foreign or domestic) regarding the sale of services (including without limitation with respect to licensure requirements, maximums or limits on educational Services, etc.); or
- stalk or otherwise harass any person or entity.
8.3 Certain Remedial Rights.
You acknowledge and agree that Deep Software Inc may preserve Your Content and may also disclose Your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these TOS; (c) respond to claims that your purchase of our services violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Deep Software Inc, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
9. SPECIAL ADMONITIONS FOR INTERNATIONAL USE.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable use. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from Canada or the country in which you reside.
The Services are subject to Canadian export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which Canada has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security’s Denied Persons List. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.
You agree to defend, indemnify and hold Deep Software Inc, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys’ and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) due to or arising out of: your Content; the services listed on the Service; your use of, contribution to or connection with the Service; your violation of these TOS; and/or your violation of any rights of another. Deep Software Inc shall provide notice to you of any such Claim, provided that the failure or delay by Deep Software Inc in providing such notice shall not limit your obligations hereunder. Deep Software Inc reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Deep Software Inc’s defense of such matter.
11. SERVICE MODIFICATIONS/SUSPENSIONS.
Deep Software Inc reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. You agree that Deep Software Inc shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
Deep Software Inc, in its sole discretion, may terminate your license, subscription, password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Deep Software Inc, or if Deep Software Inc believes that you have violated or acted inconsistently with the letter or spirit of these TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Deep Software Inc may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that Deep Software Inc shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of these TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. As Deep Software Inc has no control over such websites and resources, you acknowledge and agree that Deep Software Inc is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that Deep Software Inc shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
14. DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DEEP SOFTWARE INC HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. DEEP SOFTWARE INC MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU, THROUGH THE SERVICES, OR THE SERVICES THEMSELVES (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. DEEP SOFTWARE INC IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER OF ANY THIRD PARTY; AND DEEP SOFTWARE INC WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of Users, Visitors, and/or third parties in connection with the Site or any Services to DEEP SOFTWARE INC. DEEP SOFTWARE INC, in its sole discretion, may investigate the claim and take necessary action.
15. LIMITATION OF LIABILITY.
DEEP SOFTWARE INC SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THESE TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR COMPUTER VIRUSES, MALFUNCTIONS, A FAILURE IN SOFTWARE, OR OTHER INTANGIBLE LOSSES (EVEN IF DEEP SOFTWARE INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF $100.00 CAD IN THE AGGREGATE FOR ALL CLAIMS WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND DEEP SOFTWARE INC’S REASONABLE CONTROL. DEEP SOFTWARE INC SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. IN ADDITION, DEEP SOFTWARE INC IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND DEEP SOFTWARE INC HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE DEEP SOFTWARE INC, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR ANY SERVICE LISTED THEREON.
Notices to you may be made via either email or regular mail to the address in Deep Software Inc’s records. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address:
#204-2455 Dollarton Hwy.
North Vancouver, BC, V7H 0A2
Email: [email protected]
19. TRADEMARK INFORMATION.
The trademarks, service marks, and logos of Deep Software Inc (the “DEEP SOFTWARE INC Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Deep Software Inc. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with Deep Software Inc Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Deep Software Inc specific for each such use. The Trademarks may not be used to disparage Deep Software Inc, any third party or Deep Software Inc’s or third party’s products or services, or in any manner (in Deep Software Inc’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Deep Software Inc approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Deep Software Inc Trademark shall inure to Deep Software Inc’s benefit.
20.1 Entire Agreement.
These TOS constitutes the entire agreement between you and Deep Software Inc and governs your use of the Services as a Visitor or User, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Deep Software Inc on the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, third party software or the Services in a manner other than as governed by these TOS.
20.2 Choice of Law.
These TOS and the provision of the Services to you are governed by the laws of Canada, as such laws are applied to agreements entered into between a Canadian-operated company and the User and/or Visitor.
Any controversy or claim arising out of or relating to these TOS or the provision of the Services shall be exclusively settled by binding arbitration in accordance with the commercial arbitration rules of the British Columbia International Commercial Arbitrary Centre (BCICAC). Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in British Columbia, Canada, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and Deep Software Inc agree to submit to the personal jurisdiction of the courts located within the city and country of Vancouver, Canada. Either you or Deep Software Inc may seek any interim or preliminary relief from a court of competent jurisdiction in British Columbia, Canada, necessary to protect the rights or property of you or Deep Software Inc (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
20.4 Waiver; Invalid Provisions.
The failure or delay of Deep Software Inc to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these TOS shall remain in full force and effect.
20.5 Time to File Claim.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
The section titles in these TOS are for convenience only and have no legal or contractual effect.
Please report any violations of these TOS by email to [email protected]