Terms & Conditions

Last Modified: June 5, 2014

AGREEMENT BETWEEN YOU AND EAGENCY

Read this Agreement carefully. If you have any questions, please contact support@eagency.com.

This Site is owned and operated by eAgency, Inc., a Delaware corporation (“EAGENCY”). These Terms of Use constitute a legal agreement between you and EAGENCY. For convenience, the web site, its content, and the services available as part of the Site will be referred to as the “Site.” In order to receive the Nice Office software and complete the registration process, you must accept these Terms of Use and the Nice Office Software End User License Agreement (“License Agreement”). By clicking the “I Agree” button which follows the License Agreement, you accept and agree to be bound by all of the provisions of the License Agreement and these Terms of Use, including those incorporated by reference, without exception, deletion or alteration. Moreover, use of this Site and/or Nice Office by you or your agents indicates your acceptance of the Terms of Use and the License Agreement. You will also be binding yourself, and the entity you are acting on behalf of as its authorized representative, as applicable, to these Terms of Use. You must be at least 18 years old and have the legal capacity to enter into this agreement and carry out its terms. If acting on behalf of a corporation or other entity or person, you must have the legal capacity, power and authority enter into and bind the entity you represent to this agreement and carry out all obligations hereto, without the need to obtain prior or later approval of any other person or entity. If you do not accept these Terms of Use in entirety, you are not authorized to access or use the Site.

1. NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Site, you agree that you will not use the Site for any purpose that is unlawful or contrary to these Terms of Use. You also may not use the Site in any manner that could damage, disable, overburden, impair, or interfere with the Site or any other party’s use and enjoyment of it. You may not attempt to gain unauthorized access to any other user’s account, computer systems or networks associated with the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

Except as set out below, EAGENCY does not charge you to access the Site. Your wireless device or internet service provider may charge you for time spent accessing the Site. Contact your wireless device company or internet service provider for information regarding these charges.

Additional software material (“Premium Content”) is available to you on a paid-for subscription basis. Premium Content is identified on the Site and is available to you at an additional charge. Specific provisions relating to use of Premium Content are set out in Section 5 of these Terms.

All the content on the Site may not be accessible from a wireless device and some content may only be accessible through a wireless device.

There is no specific time limit applying to your access and use of the Site under these Terms of Use. EAGENCY reserves the right to suspend or terminate your access and use of the Site at any time, in its sole discretion and may exercise this right with or without notice. Any such notice will be given, if at all, to your last known e-mail address.

2. USE OF CONTENT

The content on the Site (the “Content”) is created by EAGENCY and other third party sources and is protected by copyright, trademark and other intellectual property laws. Except as expressly set forth herein, you may not duplicate, reproduce, publish, or otherwise interfere with any of the intellectual property rights associated with the Content without prior written permission its owner. In particular, “eAgency” and “Nice Office” are trademarks of EAGENCY and you may not use such marks without EAGENCY’s prior written permission.

Requests to republish or redistribute Content should be addressed to customerservice@eagency.com.

Prohibited activities include but are not limited to:

If you would like to link to the Site or the companion Wireless Application Protocol (“WAP”) site, please read and comply with the following guidelines and all applicable laws. A web site or WAP site that links to the Site:

EAGENCY expressly reserves the right to request that any link in breach of these terms be removed and to take whatever other lawful action it deems appropriate.

3. REGISTRATION

Upon registration, you must provide accurate, complete registration information and it is your responsibility to promptly submit updated information (including any changes to your e-mail address) by e-mailing customerservice@eagency.com.

Each registration is single-user only. Upon registration, you will choose a user name and password. You may not allow any third party to share or otherwise use your user name or password unless your account is a business account and you are using the Site as an employee, independent contractor, member, or similar association of a company, organization or other third party (“Organization”) which requires or recommends that you utilize the Site in the performance of your duties for or business with such Organization, and EAGENCY is notified of the same. If you are using the Site relating to your association with an Organization, you agree that EAGENCY may, without liability to you or to any other third party, (i) freely disclose any and all data, including stored information and personal information contained therein, relating to your use of the Site with such Organization for their monitoring, input, extraction of data and transfer, and that upon EAGENCY’s notice that you are no longer employed, engaged, or otherwise associated with such Organization, (ii) the Organization may distribute and transfer all or a portion of such data to another employee, independent contractor, member or similarly associated party for such party’s possession and use in the performance of its duties. You agree that you shall have no claim against EAGENCY in any relating to such (a) disclosure of your information to the Organization you are associated with, (b) distribution and transfer of such information to such Organization, and (c) loss of data you may experience relating to your termination of an association with such Organization. You agree to contact such Organization to determine the safeguards pertaining to privacy, protection and disclosure of information.

You are responsible for all use of the Site made by you or any permitted third party using your user name and password or your wireless device, and for preventing unauthorized use of your user identification (“ID”). If you believe there has been any breach of security such as the disclosure, theft or unauthorized use of your ID or any payment information, you must immediately provide notification by emailing customerservice@eagency.com. EAGENCY is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.

You may not use the email service on the Site to send, or use any material which is unlawful, threatening, abusive, libelous or indecent; infringes copyright or other rights of third parties or which contains any other form of illegal content; or for the purpose of sending any chain emails or “spam.”

If you at any time provide an email address that will result in email from EAGENCY being routed via a computer network operated by, or on behalf of, your employer, college, or other third party, you are warranting that you are entitled to receive email at that address. EAGENCY may refrain from sending you any email to such address without notifying you, even if you have subscribed to receive them, if EAGENCY receives a request from your employer, college, or other third party to stop sending email to that address.

4. VIRTUAL OFFICE SERVICES

The Site may contain email services, message board services, chat areas, forums, communities, personal web pages, calendars, document storage and/or other message or communication features designed to enable you to communicate with others (collectively, “Virtual Office Services”). You agree to use the Virtual Office Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Virtual Office Service. By way of example, and not as a limitation, you agree that when using a Virtual Office Service, you will not:

EAGENCY has no obligation to monitor the Virtual Office Services, but reserves the right to review information and materials posted to a Virtual Office Service and may remove any information and materials in its sole discretion. EAGENCY reserves the right to terminate your access to any or all of the Virtual Office Services at any time, without notice.

EAGENCY reserves the right to disclose any information, including your information or information otherwise relating to you, as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in their sole discretion.

EAGENCY does not control or endorse the content, Messages (defined below) or information found in any Virtual Office Service and expressly disclaims all liability, except as stated herein, relating to the Virtual Office Service and any actions resulting from your participation in any Virtual Office Service.

Materials and information uploaded to a Virtual Office Service may be subject to posted limitations on usage, reproduction and/or dissemination, and you acknowledge your full responsibility for adhering to such limitations.

5. PREMIUM CONTENT AND SITE TRANSACTIONS

Premium Content will be accessible on payment of certain charges. All payments (including any applicable taxes) must be made in funds of the United States of America. If EAGENCY (or its designated agent) does not receive payments when due, EAGENCY may immediately suspend your use of Premium Content. You are responsible for the payment of all charges associated with the use of the Site affected by the use of your ID.

EAGENCY reserves the right, at its sole discretion, to terminate your use of the Site at any time if you, or another party authorized to act on your behalf, breach the terms and conditions hereof. After termination, you will still be responsible for payment of all fees, charges, and obligations incurred by you hereunder. Upon termination of this Agreement, you agree to cease using the Site, remove and destroy all copies of the Site, including all forms of Content, in your possession or control.

There may be instances where you may be able to use the Site to purchase products or services from third parties. In that event, your contract for such products or services will be with such third party and not with EAGENCY.

6. PRIVACY POLICY

The information that you provide about yourself to EAGENCY will only be used in accordance with its Privacy Policy Statement available at the following website: www.niceoffice.com. EAGENCY’s Privacy Policy does not apply to Third Party Sites (defined below).

7.PROPRIETARY RIGHTS OF EAGENCY

You agree that all techniques, algorithms, and processes of EAGENCY contained in the Site and EAGENCY’s computer program products or modifications or extraction thereof constitute TRADE SECRETS OF EAGENCY and will be safeguarded by you, however, in no event shall you exercise less than a reasonable standard of care with respect to such trade secrets. As set forth in the first paragraph of these Terms of Use, you are also liable for any breach, compromise, or violation by your agents including without limitation, employees, consultants, representatives and/or independent contractors of such obligations with respect to trade secrets. You are prohibited from modifying, translating, decompiling, disassembling or reverse engineering or otherwise attempting to determine the source code for the operation of the Site. For purposes of this Agreement, “reverse engineering” shall mean the examination or analysis of the Site to determine its source code, sequence, structure, organization, internal design, algorithms or encryption devices. You recognize and agree that there is no adequate remedy at law for a breach of this Section 7, that such breach would irreparably harm EAGENCY for which monetary damages alone would not be an adequate remedy, and that EAGENCY is also entitled to injunctive relief with respect to any such breach or potential breach in addition to any other remedies.

In order to protect the confidential information and trade secrets of EAGENCY, you shall not develop, create, implement, provide, sell, rent, resell or offer to do any of the foregoing, any software which competes with the products and services offered by EAGENCY via the Site while you are a User and for a period of one (1) year following termination of this Agreement.

8.SOFTWARE

Copyright in any software that is made available for download from the Site belongs to EAGENCY and/or its suppliers. Your use of the software is also governed by the terms of any license agreement that accompanies the Software. Do not install or use any software unless you agree to such license agreement.

EAGENCY may from time to time give you the option to modify your browser to enable you to access certain requested services along with other applications. In that event, a dialogue box will be shown on your screen requiring your authorization for the modification to proceed. By clicking the ‘Grant’ button (or equivalent) on the dialogue box, you will allow EAGENCY to modify your browser to enable you to view the service on your screen at the same time as you work on other applications. The dialogue box may display a ‘high risk’ notice. The reason for this is that this modification makes it technically possible for the browser to be used by EAGENCY for other purposes. EAGENCY guarantees to you that such modification will only be used to view the requested service with other applications and (if you have clicked on ‘Remember this decision’) to view in a similar way any other service you may specifically request from EAGENCY in the future.

9. THIRD PARTY BENEFICIARIES

Persons and entities, which have licensed software to EAGENCY for inclusion in the Site, are third party beneficiaries to this Agreement as it applies to their respective software. You agree that EAGENCY and such third party beneficiaries may audit your use of the Site for compliance with these Terms at any time upon notice, and such audit, if any, shall occur during normal business hours.

10. EXPORT

You represent and warrant that you are entitled under United States export laws and regulations to obtain a copy of and use the Site pursuant to the terms of this Agreement. You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce, U.S. agencies and authorities, and not to directly or indirectly export, or allow the export or re-export of the Site or derivatives of the Site or any copy or any direct product thereof in violation of any such restrictions, laws or regulations, or without all required licenses and authorizations.

11. NO WARRANTIES, EXCLUSION OF DAMAGES, LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY

The Site is only for your general information and use and is not intended to address your needs on an individualized or customized basis.

NO REPRESENTATIONS OR WARRANTIES

YOU ACKNOWLEDGE THAT EAGENCY OBTAINS AND DISTRIBUTES DATA FROM NUMEROUS SOURCES VIA THE INTERNET AND WIRELESS DEVICES (OR OTHER PORTABLE ELECTRONIC DEVICES) AND IN ORDER TO RECEIVE SUCH DATA, YOU AGREE TO SEEK RESOLUTION AND REMEDY OF PROBLEMS AND CLAIMS RELATING TO SUCH DISTRIBTION AND DATA THEREIN FROM SUCH THIRD PARTY PROVIDER. EAGENCY DOES MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER RELATING TO THE SITE OR ANY OF ITS CONTENT, SOFTWARE OR SERVICES AVAILABLE THROUGH THE SITE. THE SITE, INCLUDING ITS CONTENT, THE SOFTWARE, AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, EAGENCY DISCLAIMS ALL WARRANTIES OF EVERY NATURE RELATING TO THE SITE, SOFTWARE AND SERVICES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY AGAINST INFRINGEMENT, OWNERSHIP, ANY EXPRESS OR STATUTORY WARRANTIES, AND ANY WARRANTIES REGARDING ACCURACY, COMPLETENESS, AND QUALITY. EAGENCY MAKES NO WARRANTY THAT THE SITE, SOFTWARE, OR SERVICES ARE FREE FROM INFECTION BY VIRUSES OR ANYTHING ELSE THAT HAS CONTAMINATING OR DESTRUCTIVE PROPERTIES. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK AND COST ASSOCIATED WITH SUCH DEFECT AND ANY SERVICE AND REPAIR.

NO INCIDENTAL OR CONSEQUENTIAL DAMAGES

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT EAGENCY, AND ITS AFFILIATES, EMPLOYEES, ASSOCIATES, AGENTS, REPRESENTATIVES, THIRD PARTY CONTENT PROVIDERS, AND LICENSORS (“REPRESENTATIVES”), ARE NOT LIABLE TO YOU AND/OR ANY AFFILIATED THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, DATA, OR LOSS OF PRIVACY) OR FOR ANY OTHER INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO THE SITE, SOFTWARE OR SERVICES, INCLUDING ANY USE THEREOF, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION ON DAMAGES; EXCLUSIVE REMEDY

WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL EAGENCY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE SUM PAID BY YOU TO EAGENCY FOR USE OF THE SITE, SOFTWARE, OR SERVICES IN THE MONTH IMMEDIATELY PRIOR TO SUCH DAMAGE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR RESTRICTION ON IMPLIED WARRANTIES. IN SUCH CASE, THE RESTRICTIONS ABOVE AND THE LIABILITY OF EAGENCY WOULD IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

INDEMNITY

YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND EAGENCY AND ITS REPRESENTATIVES FROM AND AGAINST ANY CLAIM, LIABILITY OR CAUSE OF ACTION ARISING FROM OR RELATING TO ANY UNPERMITTED USE OF THE SITE, SOFTWARE OR SERVICES BY YOU OR ANY THIRD PARTY ON YOUR BEHALF. THIS INDEMNITY WILL NOT APPLY TO ANY CLAIM TO THE EXTENT THE SITE AS DELIVERED BY EAGENCY TO YOU ACTUALLY INFRINGES ON AN INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY.

12. LINKS

The Site may contain links to other Web sites and WAP sites provided by third parties (“Third Party Sites”). EAGENCY is providing you links to Third Party Sites only as a convenience, and the inclusion of any link does not imply endorsement by EAGENCY of the site or any association with its operators. EAGENCY is not responsible for the availability or content of Third Party Sites and will not be a party to, or in any way responsible for, any transaction relating to goods or services available from such Third Party Sites.

13. NO OFFER

Nothing on EAGENCY’s websites should be construed as a solicitation or offer, or recommendation, to acquire or dispose of any investment or to engage in any other transaction. Nothing contained on EAGENCY’s websites constitutes investment, legal, tax, or other advice or support, nor is to be relied on in making an investment or other decision.

14. MODIFICATION TO THESE TERMS

EAGENCY reserves the right, to at any time alter or modify the Site or any portion thereof. Further, EAGENCY may wish to amend these Terms (including those relating to your use of the Site) and you understand that you are responsible for regularly reviewing these Terms of Use. Continued access to or use of the Site following any modification shall constitute your consent to the Terms. Unless explicitly stated otherwise, any changes to the Site by EAGENCY shall be subject to these Terms of Use, as modified from time to time. If you do not agree to be bound by subsequent amendments to these Terms, you agree not to use the Site following any such amendment or notice thereto.

15. ADVERTISING AND SPONSORSHIP

Part of the Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site complies with international, federal, and state law and regulations. EAGENCY is not liable for any violation of law, error or inaccuracy in advertising material of such advertisers and sponsors.

16. COMPETITIONS AND PRIZES

From time to time EAGENCY may run competitions, free prize drawings, and promotions on the Site. These are subject to the applicable conditions and restrictions that will be made available at that time.

17. GOVERNING LAW

This Agreement and any disputes arising under it shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws principles. You expressly agree that the rights and obligations of each will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. Any controversy, claim or dispute arising out of or relating to these Terms of Use, shall be determined by arbitration in Orange County, California, before a sole arbitrator. The arbitration shall be administered by JAMS pursuant to its rules and regulations. If the Parties are unable to agree on an arbitrator within 30 days of the filing of the demand for arbitration, an arbitrator shall be selected pursuant to the rules and procedures of JAMS. The non-prevailing party shall bear all costs and expenses, including attorneys’ fees, administrative costs and the fees of the arbitrator in connection with such arbitration. The arbitration award shall be in writing and, shall specify the factual and legal basis for the award and shall be conclusive and final. Judgment on the award may be entered in any court having jurisdiction.

18.GENERAL

You may not assign, sub-license, or otherwise transfer any of your rights under these Terms.

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining Terms, or portion thereof, which shall remain in full force and effect.

Failure by either party to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy. Headings in these Terms are for convenience only and will have no legal meaning or effect.

eAgency, Inc., is a Delaware corporation, with its offices located at 6 Upper Newport Plaza, Newport Beach, CA USA 92660. Questions regarding these Terms of Use may be submitted in writing to eAgency, Inc., 6 Upper Newport Plaza, Newport Beach, California 92660 U.S.A.

Copyright 2014 eAgency, Inc. All rights reserved.