TERMS OF USE AND SOFTWARE LICENSE AGREEMENT
These Terms of Use and Software License Agreement (“Terms of Sale”) are entered into by and between True Fit Software, Inc., an Arizona corporation having its principal place of business at 1820 E Ray Rd, Chandler, Arizona, 85225 (“TFS”) and you (“Customer”), for the personal use only of the Product DIY Free Credit Repair Software available through Go Clean Credit (“GCC”).
1. DEFINITIONS
a. “Affiliate” means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with TFS, GCC or Customer.
b. “GCC Branded” means a Product or a Service bearing a trademark or service mark of GCC.
c. “Documentation” means user manuals, training materials, Product descriptions and specifications, technical manuals, license agreements, supporting materials and other information relating to Products or Services offered by GCC or TFS , whether distributed in print, electronic, CD-ROM or video format.
d. “Effective Date” means the date these Terms of Sale are electronically accepted, click-accepted or, if signed in hard copy by Customer, the date of last signature, or in the absence of any of the forgoing, these Terms of Sale shall be effective from the date an order is placed by Customer.
e. “Force Majeure Event” means an event beyond the affected party’s reasonable control, including (without limitation) accidents, severe weather events, acts of God, actions of any government agency, epidemic, pandemic, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
f. “Product” means, individually or collectively as appropriate.
g. “Services” means any maintenance, technical support, or any other services performed or to be performed by TFS or GCC.
h. “Software” means the machine readable (object code) version of the computer programs made available by TFS or GCC for license to Customer including any copies made, bug fixes for, updates to, or upgrades thereof
2. SCOPE
a. These Terms of Use set forth the terms and conditions for Customer’s use of Products and are solely for personal use by the Customer.
3. PROPRIETARY RIGHTS AND SOFTWARE LICENSING
a. TFS, Inc grants to Customer a non-exclusive, non-transferable license (a) to use the Software and Documentation for Customer’s personal use only.
4. Updates And Maintenance Services
a. Support - Software. For a period of twelve (12) months beginning on the Effective Date TFS and/or GCC will provide free support for software related questions.
b. Updates To Software As Required. The software is accessible online only and any updates deemed necessary by TFS will be incorporated into the general software and included in the version being used by the Customer at no cost.
c. Updated Software Modules. Over time TFS may incorporate additional software modules to the base software program. The Customer is not entitled to these Modules without paying an additional purchase price.
5. Limited Warranty
a. The software does not contain any undocumented features, does not infringe on the intellectual property of any third-party and is free from any known defects or errors. In the event that the software fails to perform due to a defect or error the remedy shall be limited to GCC or TFS correcting the software defect at GCC or TFS discretion.
6. TERM AND TERMINATION
a. These Terms of Use shall commence upon Customer establishing an account and continue thereafter. However GCC or TFS reserve the right to end support and/or access to the software product at any time at their discretion.
7. GENERAL
a. Choice of Law. The validity, interpretation, and performance of these Terms of Sale shall be governed by and construed under the laws of the State of Arizona, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law.
b. Arbitration
i. Any dispute arising under this Agreement shall be subject to binding arbitration administered by the American Arbitration Association.
ii. The arbitration shall be held in Arizona.
c. Force Majeure. Neither party shall be liable for any delay or failure in non-monetary performance obligations due to a Force Majeure Event. The time for performance of the obligations and rights of the defaulting party shall be extended for a period equal to the duration of the Force Majeure Event.
d. No Waiver. The waiver by either party of any right provided under these Terms of Sale shall not constitute a subsequent or continuing waiver of such right or of any other right under these Terms of Sale.
e. Assignment. Neither these Terms of Sale nor any right or obligation under these Terms of Sale shall be assigned by a party without the other’s prior written consent, which will not be unreasonably withheld or delayed. Any attempted assignment shall be void and of no effect. Notwithstanding the foregoing, the parties may assign these Terms of Sale and any right or obligation under it without the other’s approval, to any Affiliate. Notwithstanding any assignment by Customer, Customer shall remain liable for the payment of all amounts due under these Terms of Sale.
f. Severability. If one or more terms of these Terms of Sale become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, each such part or term shall be null and void and shall be deemed deleted from these Terms of Sale. All remaining terms of these Terms of Sale shall remain in full force and effect. However, if this paragraph is invoked and, as a result, the value of these Terms of Sale is materially impaired for either party, then the affected party may terminate these Terms of Sale by written notice with immediate effect.
g. Attorneys’ Fees. In any suit or proceeding relating to these Terms of Sale the prevailing party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of these Terms of Sale, and shall survive expiration or termination and shall not be merged into any such judgment.
h. Entire Agreement. These Terms of Sale constitute the complete agreement between the parties concerning the subject matter of these Terms of Sale and replace any prior oral or written communications between the parties except as agreed in writing between the parties. There are no conditions, understandings, agreements, representations or warranties, expressed or implied. These Terms of Sale may only be modified by a written document executed by both parties.
i. Notices. All notices required or permitted under these Terms of Sale shall be in writing. Notices will be deemed to have been given (i) one day after deposit with a commercial express courier specifying next day delivery; or (ii) two days for international courier packages specifying two-day delivery), with written verification of receipt. All communications shall be sent to the parties’ addresses shown on the first page of these Terms of Sale or to such other address as may be designated from time to time by a party by giving at least 14 days’ written notice to the other party. Notwithstanding the above, notices from TFS or GCC regarding general changes in pricing, Services, policies or programs may also be by posting on www.gocleancredit.com (or any other website used by TFS or GCC) or by e-mail or fax.
j. Survival. The following sections shall survive the expiration or earlier termination of these Terms of Sale: Sections 1 (Definitions) 2 (Scope), 6 (Payment), 7 (Proprietary Rights and Software Licensing), 8 (Limited Warranty), 9 (Confidentiality), 10 (Patent, Copyright and Trademark Infringement Indemnification), 11 (Term and Termination), 13 (Records), 14 (Export, Re-Export, Transfer and Use Controls), 16 (Limitation and Exclusion of Liability), 17 (General), and the license to use the Software in the EULA subject to the termination provisions set forth in Section 11 (Term and Termination) of these Terms of Sale).
k. Counterparts. These Terms of Sale may be executed in two counterparts, each of which shall be deemed an original and together which shall constitute one and the same instrument. A validly executed counterpart that is delivered by one party to the other via electronic transmission (a “Counterpart Image”) shall be valid and binding to the same extent as one delivered physically, provided that the valid signature is clearly visible in the Counterpart Image. If a party delivers a Counterpart Image in place of an originally-executed counterpart, such party shall retain the originally-executed counterpart in its files for at least the duration of these Terms of Sale.