Terms of Use

Subscription Agreement

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1. LICENSE GRANT. Subject to the terms and conditions of this Agreement, Compudance, LLC grants to Subscriber and Subscriber accepts from CompuDance, LLC, a non-transferable, non-exclusive license to access the Software via the Service solely for internal business purposes by the number of licensed users specified in Pricing Schedule for which the license fees set forth therin have been paid. 

2. RESTRICTIONS ON USE.Subscriber may not: modify, translate, reverse engineer, decompile, disassemble, upload, post or create derivative works based on the Software or Service; (ii) assign, rent, lease, grant a security interest in, or otherwise transfer any rights to the Software or Service; or (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or Service. In addition, Subscriber agrees not to make any attempt to gain unauthorized access to databases of any other subscriber using the Service. Subscriber agrees not to engage in unacceptable usage which includes, without limitation, use of the Software to: (i) disseminate or transmit unsolicited messages, chain letters, unsolicited commercial email or any message or email deemed as spam by any person at any time (ii) disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious; (iii) disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person; (iv) create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication; (v) export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, or without all required approvals, licenses and/or exemptions; (vi) interfere, disrupt or attempt to gain unauthorized access to any network or account for which you do not have authorization to access or at a level exceeding your authorization; (vii) disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program; (viii) engage in any other activity deemed by CompuDance, LLC to be in conflict with the spirit or intent of this Agreement.

3. FEES.Subscriber shall pay to CompuDance, LLC the installation and configuration fee (if any apply) and monthly subscription fees set forth in Pricing Schedule (See Appendix A) for access to the Software via the Service. Subscriber is responsible for all charges incurred while it's account and password(s) are being used. All charges for the Software and Service shall be in accordance  with the then current fee schedule set forth in Pricing Schedule hereto. Subscriber agrees to pay all fees (including applicable taxes) on account of use of the Software and Service. CompuDance, LLC reserves the right to change its fees for the Software and Service at any time. CompuDance, LLC will notify Subscriber in writing of any such changes. Subscriber shall bear sole responsibility for the payment of any taxes imposed on Subscriber’s use of the Software and Service by the national and/or local jurisdictions of and within the country of Subscriber’s use.

4. OWNERSHIP/DATA.(a) CompuDance, LLC holds all right, title and interest in and to the Software (including without limitation, copyrightable or patentable subject matter, trade secrets or other intellectual property rights). All modifications, adaptations, revisions, changes, enhancements, translations, abridgements, condensations, expansions, conversions, upgrades or additions made to the Software shall be the sole and exclusive property of CompuDance, LLC and shall be considered a part of the Software, including all applicable rights to patents, copyrights, trademarks, and trade secrets inherent therein and appurtenant thereto. Subscriber acknowledges that CompuDance, LLC owns all United States and international copyrights in the Software and any portions therof. Subscriber shall not do anything to infringe upon, harm, or contest the validity of any intellectual property rights of CompuDance, LLC. Subscriber shall not remove or obscure CompuDance, LLC  proprietary rights notices or fail to reproduce them on all copies of the Software in any form. (b) Any data entered by Subscriber, including family, student and financial data, and Subscriber information generated by the Software (“Subscriber Data”) shall remain the sole property of Subscriber and will be held in confidence in accordance with Section 5 of this Agreement.(c) Subscriber acknowledges and agrees that its use of the Software and Service, and any data or information accessed using the Software and Service will be at Subscriber’s own risk. Subscriber acknowledges and accepts that CompuDance, LLC shall not be responsible in any manner whatsoever for any errors in the Subscriber Data, or in the accuracy or timeliness thereof or in the use of any such information. The Subscriber and each authorixed user shall make and rely on their own independent investigation of the truth, completeness, accuracy and suitability of the data provided by Subscriber and each authorized user. Subscriber accepts and agrees that CompuDance, LLC is not liable for loss of Subscriber Data.

5. CONFIDENTIALITY.(a)Subcsriber acknowledges that the Software is a confidential and proprietary product and process, that it embodies valuable trade secrets of CompuDance, LLC and that CompuDance, LLC has certain intellectual property rights in and to the Software including, but not limited to, patents, copyrights, trade secrets, trademarks and service marks. Subscriber agrees to retain and treat the Software, Software specifications and all supporting documentation in confidence, and shall not provide, disclose or otherwise make available the Software, or any part thereof, in any form to any person or entity, other than its employees or authorized third party consultants, without the prior written consent of CompuDance, LLC. Subscriber shall prevent and not allow any of such information or materials to be disclosed, used, sold, assigned, leased, sub-licensed, commercially exploited or marketed in any way or matter by Subscriber or its employees, agents or representatives to any third parties. Subscriber shall use its best efforts to safeguard the confidentiality of the Software, shall take steps to advise its employees of the confidential nature of the Software and will ensure that they abide by the restrictions and requirements of this Section 5. Further, Subscriber shall immediately advise CompuDance, LLC of any suspected breaches by such third parties.(b)CompuDance, LLC acknowledges that the Subscriber Data is confidential and CompuDance, LLC agrees to retain and treat the Subscriber Data in confidence, and shall not provide, disclose or otherwise make available the Subscriber Data, or any part thereof, in any form to any person or entity, without the prior written consent of Subscriber. CompuDance, LLC shall not use the Subscriber Data except to support such data or in the course of providing the Service to Subscriber. CompuDance, LLC shall use its best efforts to safeguard the confidentiality of the Subscriber Data, shall take steps to advise its employees and other involved parties of the confidential nature of the Subscriber Data and will ensure that they abide by the restrictions and requirements of this Section 5. Further, CompuDance, LLC shall immediately advise Subscriber of any suspected breaches by third parties.(c)FRANCHISEES. If the Subscriber is a Franchisee and the Franchisor has signed a Franchise Subscription agreement with CompuDance, LLC, then the Subscriber agrees to allow CompuDance, LLC to provide the Franchisor access to all of the Subscriber data.

6. EQUIPMENT. Subscriber shall, at its own expense, aquire the compatible hardware and accessories neede to gain access to the Software by means of the Service. Subscriber shall be responsible for obtaining and maintaining all telephone, internet, computer hardware and other equipment needed for access to and use of the Software and Service.

7. SUPPORT.(a)From the Effective Date of this Agreement, CompuDance, LLC shall provide Licensee with Technical Support Service for the Software and for any active Revisions, Updates, Enhancements or New Major Releases provided to and in use by Subscriber. The monthly Tecnical Support is included in the Monthly Service fee and shall be as set forth in Pricing Schedule. For purposes of this Section 7, Technical Support Service shall be defined to be (i) correction of unacceptable software errors, as determined by CompuDance, LLC; (ii) all Revisions, Updates, and Enhancements (as such terms are defined below) to the Software and revised Software documentation, if any, that corresponds to such Revision, Update or Enhancement; and (iii) telephone support between the hours of 9:00 AM and 5:00 PM, Eastern Standard Time, Mon through Friday not including Federal Holidays. The words “Revisions,” “Updates,” or “Enhancements” shall be defined as error corrections, modifications and all changes and/or improvements to the Software that relate to operating performance but do not alter the basic function of the Software as determined by CompuDance, LLC b)Additional support, including engineering consulting, customization, modification and data migration services may be made available to Subscriber, upon Subscriber request and as agreed upon by CompuDance, LLC. Such additional services shall be provided to Subscriber at CompuDance, LLC standard prevailing rate, plus CompuDance, LLC’s reasonable out-of-pocket expenses incurred to provide such services.(c) CompuDance, LLC reserves the right to interrupt Service, as necessary, to perform routine maintenance or error corrections, modifications or other changes. CompuDance, LLC agrees to notify Subscriber via e-mail and shall not interrupt the Service, except outside of normal business hours.

8. USER IDs and PASSWORDS.CompuDance, LLC shall provide the user-IDs and passwords to allow on-line access from any site by an authorized user. User names and passwords are stored in an encrypted database that is isolated from the Internet. All encryption is done through a proprietary encryption algorithm. An authorized user of Subscriber must be 1) Subscriber, if Subscriber is an individual, 2) a person employed by Subscriber or 3) a person approved by Subscriber. Subscriber shall maintain it's user-ID and password(s) in strict confidence. Subscriber agrees to monitor and require each authorized user's strict compliance with this Agreement. All terms and conditions of this Agreement are applicable to all passwords issues under this Agreement and Subscriber agrees to assume sole responsibility for compliance therewith, for all charges incurred for each and every password and for maintaining the security of each and every password. Subscriber shall be liable for all use of the Software and Service if each use is via Subscriber's password(s) and user ID. CompuDance, LLC reserves the right to modify or suspend access to the Software or Service at any time for any reason without notice or refund.

9. CONDUCT ON SITE.Your use of the site is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the site. by posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available to you on or through this site, you agree that you will not upload, share, post, or otherwise distribute or faciliatate distribution of any content - including text, communications, software, images, sounds, data, or other information - that:

1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fradulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies.
2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability.
3. infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.
4. constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
5. contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
6. impersonates any person or entity, including any of our employess or representatives. We neither endorse nor assume any liability for the contents of any material uploaded or submitted by third party users of the site. We generally do not pre-screen, monitor, or edit the content posted by users of communications services, chat rooms, message boards, newsgroups, software libraries, or other interactive services that may be available on or through this site. However, we and our agents have the right at their side sole discretion to remove any content that, in our judgement, does not comply with these Terms of Use and any other rules of user conduct for our site, or is otherwise harmful, objectionable, or inaccurate. we are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim againest us arising out of such removal of content.See "Use of Your Materials" below for a description of the procedures to be followed in the event that any party believes that content posted on this site infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party. In addition, you may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all areas of the site may be available to you or other authorized users of the site. You shall not interfere with anyone else's use and enjoyment of the site or other similar services. Users who violate systems or network security may incur criminal or civil liability. You agree that we may at any time, and at our sole discretion, terminate your membership, account, or other affiliation with our site without prior notice to you for violating any of the above provisions. In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

10. INTEREST CHARGES.Subscriber acknowledges that the monetary obligations of Subscriber to CompuDance, LLC hereunder constitute a commercail account. Subscriber shall pay, in addition to all other amounts owed to CompuDance, LLC, interest calculated at 1 and 1/2 percent per month on all amounts that have been due and payable by Subscriber to CompuDance, LLC for 30 days or longer. If CompuDance, LLC employs any legal process to recover any amount due and payable from Subscriber hereunder. Subscriber shall pay all costs of collection and reasonable attorneys' fees. 

11. NO WARRANTY.THE SOFTWARE AND SERVICE ARE PROVIDED TO SUBSCRIBER “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTY OR REPRESENTATION, WHETHER ORAL, WRITTEN OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION THEREIN OR PROVIDED BY THE SERVICE.

12. INTELLECTUAL PROPERTY INFORMATION.

2009 Licensed to CompuDance, LLC
Published by CompuDance, LLC

For purposes of these Terms of Use, "content" is defined as any information, data, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on our site. This includes message boards, chat, and other original content.

By accepting these Terms of Use, you acknowledge and agree that all content presented to you on this site is protected by copyrights, trademarks, service masks, patents or other proprietary rights and laws, and is the sole property of CompuDance, LLC. and/or its Affiliates. You are only permitted to use the content as expressly authorized by us or the specific content provider. Except for a single copy made for personal use only, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from this site in any form or by any means without prior written permission from us or the specific content provider, and you are solely responsible for obtaining permission before reusing any copyrighted material that is available on this site. Any unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Neither we or our affiliates warrant or represent  that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of CompuDance, LLC. or it's Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Compudance, LLC. or its Affiliates.

13. DISCLAIMERS.(a) CompuDance, LLC shall not be liable for any damages to, or viruses that may infect Subscriber’s computer equipment or other property on account of Subscriber’s access or use of the Software or Service. Subscriber acknowledges and agrees that the Software accessed through the Service, as well as the medium Subscriber may use to gain access to such services, are not fault-tolerant and may suffer from service outages, bottlenecks and similar internet system failures. Subscriber agrees that CompuDance, LLC shall have no liability for such failures and that its only recourse shall be limited to terminating this Agreement pursuant to Section 15.(b) CompuDance, LLC disclaims any and all loss or liability resulting from, but not limited to: a) loss of data; b) loss of software or hardware; c) loss or liability resulting from access delays or access interruptions; d) loss or liability resulting from computer viruses; e) loss or liability resulting from the non-delivery or misdelivery of data; f) loss or liability resulting from any errors, omissions or misstatements in any and all information obtained on or through the Software or Service; g) loss or liability resulting from disclosure of confidential data; and h) loss or liability resulting from acts of God.

14. EXCLUSION OF DAMAGES.NEITHER COMPUDANCE, LLC NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE AND/OR DATABASE CONTENT IS LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN WHOLE OR IN PART TO SUBSCRIBER’S ACCESS TO, OR USE OF, OR INABILITY TO USE, THE SERVICE AND/OR THE DATABASE CONTENT, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR GOODWILL, LOSS OF PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, LITIGATION, OR SIMILAR DAMAGES, UNDER ANY CIRCUMSTANCES, OR LEGAL THEORY, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE, EVEN IF COMPUDANCE, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.

15.LIMITATION OF LIABILITY.WITHOUT LIMITING THE FOREGOING, SUBSCRIBER UNDERSTANDS THAT ITS EXCLUSIVE REMEDY AND THE CUMULATIVE LIABILITY OF COMPUDANCE, LLC FOR ANY AND ALL CLAIMS RELATING TO THE SOFTWARE OR SERVICE PROVIDED BY COMPUDANCE, LLC, IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE BASIC SUBSCRIPTION FEES PAID TO COMPUDANCE, LLC FOR SERVICES WITHIN THE PRIOR YEAR.THE LIMITATION OF DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUBSCRIBER AND COMPUDANCE, LLC. THE SOFTWARE AND SERVICE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

16. INDEMNIFICATION.CompuDance, LLC shall indemnify and hold Subscriber harmless from any third party claim, expense, liability or damage arising out of or in connection with the Subscriber's use of the Software of Service.

17. THIRD PARTY TRANSACTIONS.Through your use of the site, you may, have the opportunities to engage in commercial transactions with other users and vendors. INCLUDING BUT NOT LIMITED TO MERCHANT PAYMENT PROCESSING. You acknowledge that all transactions relating to any merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.

18. TERM AND TERMINATION.(a)This Agreement shall commence on the Effective Date and shall continue for one (1) month and shall automatically renew for successive one month terms thereafter [upon payment of the subscription fees on or before the renewal date], provided that the Agreement shall be terminated if either party provides written notice within thirty (30) days from the end of the current one month term of it's intention not to renew this Agreement or unless terminated earlier in accordance with this Section 15. Subscriber agrees to have a valid credit card or a valid debit card acceptable to CompuDance, LLC with an appropriate logo ("Card") or sufficient funds in a checking or savings account to cover an electronic debit of the fees to obtain access to the Services. The payment information Subscriber provides must be accurate, current and complete, and Subscriber agrees to notify ComouDance, LLC promptly of any change in the payment information. Subscriber understands Compudance, LLC stores this information for billing purposes. (b)Either party may terminate this Agreement by providing thirty (30) days notice of the party's intent to terminate the Agreement. In addition, CompuDance, LLC may, at it's option terminate the subscription for the Service effective immediately in the event of nonpayment or other breach of the Agreement. Upon any termination of this Agreement, CompuDance, LLC's sole obligation to Subscriber will be to return to Subscriber the Subscriber Data.

19. ASSIGNMENT. Subscriber shall not assign or transfer its rights, or delegate its rights or responsibilities under this Agreement, without the prior written consent of CompuDance, LLC. Any purported assignment or delegation in violation of this Section shall be null and void and of no force or effect. CompuDance LLC may assign this Agreement and/or payments due hereunder without requirement for Subscriber permission or approval.

20. GOVERNING LAW/ACTIONS.This Agreement shall not be governed by and interpreted in accordance with the laws of the State of New Jersey, without giving effect to its conflicts of law provision. no action arising out of the license of the Software or otherwise under this Agreement may be brought by either party more than one year after the cause of the action arises, except that an action for non-payment may be brought at any time within one year of the date of the last payment made hereunder.

21. ARBITRATION.Any dispute, controversy or claim arising out of related to this Agreement or the breach thereof, shall be resolved by arbitration substantially in accordance with the Commercial Arbitration Rules of the American Arbitration Association, In Somerset, New Jersey. Judgement upon any arbitration award maybe entered into any court having jurisdiction, the parties hereby consenting to the jurisdiction of such courts for this purpose. Each party shall be entitled, under the supervision of the Arbitrator, to the amount of pre-arbitration discovery deemed reasonable by the Arbitrator. The discovery period shall not exceed sixty (60) days. The Arbitrator shall give full effect to Sections 10 , 11, 12 and 13 and shall not deviate therefrom.

22. NOTICES.Any notices required or permitted under the Agreement shall be in writing and shall be effective when delivered in person or sent by registered or certified mail (return receipt requested, with proper postage affixed) or by personal courier to the address set forth in this Agreement or any more recent address of which the sending party has been apprised.

23. AMENDMENT.No modification, amendment or other change in this Agreement shall be effective for any purpose unless specifically set forth in writing signed by the party to be bound thereby. Either party may at any time insist upon strict compliance with these terms and conditions notwithstanding any previous custom or practice to the contrary.

24. ENTIRE AGREEMENT.This Agreement and its Exhibits, which are attached hereto and incorporated herein, constitutes the entire agreement between the parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions of the parties.

25. BINDING EFFECT.This Agreement shall be binding upon both parties hereto, their respective heirs, personal representatives, successors, and assigns, and without limitation, any corporate successor by merger, consolidation or other corporate reorganization.

26. NO WAIVER.Neither party's failure to exercise any of its rights under this Agreement shall constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

27. SEVERABILITY.If any term or provision of this Agreement is found to be invalid or unenforceable or illegal under applicable law, such provision shall be narrowly construed to such an extent as is necessary to make it enforceable or, if such narrow construction is not possible, deemed to be deleted with the validity or enforceability of the remainder of this Agreement not effected thereby.