Coolfront Agreements Terms of Use Agreement

Dated as of January, 2019

www.coolfrontagreements.com (the "Site") is owned and operated by dESCO, LLC. ("dESCO, LLC", "we" or "us"), a New York corporation. By registering as a subscriber for and/or using the services provided at and through the Site (collectively, the "Services") you are agreeing to comply with and be bound by the following terms of use (the "Terms of Use" s) and the Coolfront Agreements Privacy Policy (http://www.coolfrontagreements.com/privacy.html) which is incorporated by reference into these Terms of Use and made a part hereof. For purposes of these Terms of Use, "you" or "your" shall refer to the person, partnership, company or corporation that has subscribed to the Site. Please review these Terms of Use carefully. If you do not agree to the Terms of Use, you should not use or obtain Services from the Site.

1. Acceptance of Terms of Use and Termination. You agree to the terms and conditions outlined in this Terms of Use. We reserve the right to amend the Terms of Use, in our sole discretion at any time from time to time, without specific notice to you -- your continued use of the Site after we post any amendment to the Terms of Use constitutes your agreement thereto. The latest Terms of Use will be posted on the Site, and we encourage you to review the Terms of Use prior to using the Site. If you do not agree with the Terms of Use, your recourse is to cease use of the Site and/or terminate your subscription as set forth below. The Terms of Use shall remain in full force and effect for so long as you use the Site and/or are a subscriber of the Site.
   
   You may terminate your subscription to the Site at any time by emailing such request to us at [email protected], in which case your registration will terminate without refund of any kind. We may terminate your registration as a subscriber of the Site at any time for any reason, in our sole discretion, without refund of any kind, by emailing you at the email address that you have provided in your registration information, in which case your registration will terminate immediately upon our sending the email to you at such email address. Upon our receipt of your termination or our sending a termination notice to you, you immediately will no longer have the right to change or add any Subscriber Content (as defined below), provided, however, you will have a period of 30 days during which you may export the Subscriber Content (but, during such period, you may not amend or add any Subscriber Content). After such 30 day period, (i) you may not export the Subscriber Content without payment of an additional monthly Fee to dESCO, LLC (in an amount equal to the monthly Fee required for such number of Customer Maintenance Accounts that you have on the Site) and (ii) dESCO, LLC, in its discretion, may delete at any time your Subscriber Content from the Site and its systems without notice or liability to you.
   
   Notwithstanding any termination of your registration, Sections 3, 7, 8, 9, 11, 12, 13, 14, 15, 18, 20 and 21 of the Terms of Use will remain in full force and effect.
2. Registration. Upon registering with the Site, you agree to provide true, accurate and complete information regarding yourself in response to the registration questions, which will include your name, business address, email address, federal tax identification number, and such other information as we may request including credit card information or bank account information as set forth below (the "Registration Data"). You shall promptly update the Registration Data to ensure it is true, accurate and complete at all times. As well as other rights to terminate your subscription, in the event that your Registration Data is untrue, inaccurate, incomplete or not current, or we have a reasonable belief of such, we will have the right to suspend or terminate your registration. Upon registration, you will have to select a user-id and password by which you will be permitted to access your account. You (or your principal owner if you are an entity) represent and warrant to us that you have read and understand the Terms of Use and have the legal power and capacity to agree to the Terms of Use.
3. Use of the Site.
   1. Your acceptance of the Terms of Use only permits you to use the Site and the Services for your own business use. You may not use the Site for any other commercial purpose and you may not authorize or permit any other person to use your account. You solely are responsible for any activity under your username. We will not be liable for any damages or losses resulting from an unauthorized use of your account. You may not use the Site in any manner that is inconsistent with any applicable federal, state or local laws, rules and regulations or for any unlawful purpose. You may not take any action to interfere with, interrupt or limit the use or functionality of the Site and may not use or send any "Trojan horse," spider, worm, drop dead device, malicious logic, "time bomb," trap or back door, other automatic device, or manual process to monitor, "mine," or copy the web pages on the Site or the content contained therein, and may not otherwise upload, use or otherwise transmit any code, content or other files that contain a virus or other similar component.
   2. With respect to use and access to the IVR System: (i) you acknowledge that the portion of the IVR System through which Subscriber Content will pass and the servers on which content will be stored will not be segregated or in a separate physical location from servers on which content of other dESCO, LLC customers or other customers of our IVR System supplier is or will be transmitted or stored; (ii) you are and shall be solely responsible for the creation, editorial content, control, and all other aspects of your Subscriber Content used on or with respect to the IVR System; you represent and warrant that you have obtained (or will obtain, prior to transmission to the IVR System) all authorizations and permissions required to use and transmit the your Subscriber Content over the IVR System; (iii) you agree that you will use the IVR System only for lawful purposes and in accordance with these Terms of Use; you shall comply with all applicable laws and regulations when using or accessing the IVR System, including without limitation, compliance with applicable international export and privacy laws, privacy policies and other laws regarding the transfer and/or transmission of data; (iv) you acknowledge and agree that the IVR System is not designed, intended, authorized or warranted to be suitable for hosting life-support applications or other critical applications where the failure or potential failure of the IVR System can cause injury, harm, death, or other grave problems, including, without limitation, loss of aircraft control, hospital life-support systems, and delays in getting medical care or other emergency services; you acknowledge and agree that use of the IVR System to support such applications is fully at your own risk and that you assume all risk arising out of such use; and (v) you represent and warrant to dESCO, LLC that no Subscriber Content shall be knowingly transmitted by you through the IVR System containing any program, routine or device which is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, including without limitation, any 'time bomb', virus, drop dead device, malicious logic, worm, Trojan horse or trap or back door.
   3. You acknowledge that in addition to the IVR System, the Site may offer or provide, from time to time, other Services that utilize or require the use of software and/or applications developed, owned and/or licensed by dESCO, LLC. ("Applications"). All such Applications and services with respect thereto are considered Services hereunder. Without limitation to the foregoing, the Applications may include elements that will synchronize data input by you at the Site with third party websites and applications, such as QuickBooks (each a "Third Party Application Provider"). Unless otherwise expressly set forth in these Terms of Use, dESCO, LLC is not affiliated with Intuit/QuickBooks or any other Third Party Application Provider nor does dESCO, LLC have a contractual or legal relationship with such Third Party Application Providers, and dESCO, LLC does not endorse or provide any representation or warranty as to QuickBooks or any other Third Party Application Provider nor the services the Third Party Application Provider provides or the accuracy or results of the synchronization of data from the Site with any Third Party Application Provider - our Application merely will migrate and update information from the Site that you have input to the Third Party Application Provider. It is solely your responsibility to obtain, pay for and maintain any license or other fee required for use of the Third Party Application Provider.
4. Fees for Use of the Site. To register for subscription at the Site and for monthly access to the Site you shall pay a monthly fee based on the number of Customer Maintenance Agreements (as defined below) that you enter at the Site. The monthly fees may be revised, at dESCO, LLC sole discretion, on no less than thirty (30) days notice to you which notice will be deemed given to you upon dESCO, LLC posting the revised monthly fees in the Terms of Use on this Site.

   For purposes of the Terms of Use, a "Customer Maintenance Agreement" means each maintenance agreement (or similar agreement) that you have with a customer and which is entered at the Site, it being acknowledged and agreed that any agreement which includes multiple visits for separate industry services or is a bundled agreement for multiple industry services shall not be deemed as one Customer Maintenance Agreement, but rather as such number of Customer Maintenance Agreements which equals the number of industry services that are a party of such agreement(s). By way of example only, if you have one agreement for the provision of heating services and air conditioning services, such will be considered 2 Customer Maintenance Agreements.

   All Fees are exclusive of any taxes, levies or duties imposed by federal, state or local governmental authorities with respect to your use of the Site and the Services and the operation of your business and we may collect from you any sales tax that is or was required to be paid or collected with respect to your subscription.

5. Content and Rights to Remove Content. You are solely responsible for all information, text and other content that you post, publish and display at the Site and through your account, as well as for all email communications that you may have on the Site or otherwise through the use of your account and all information or other content distributed through the IVR System which is the phone and interactive voice recognition system offered as part of the Services ("Subscriber Content"). All Subscriber Content that you post, publish, display or distribute must comply with these Terms of Use and you are solely responsible and liable for all Subscriber Content and the consequences of the publication, display or distribution thereof. Without limiting any other terms in these Terms of Use, you must first obtain any rights necessary (including copyright rights) to post, publish, display or distribute any Subscriber Content, and, further, you agree to not publish, display or distribute any Content that (i) is obscene, indecent, pornographic, threatening, inaccurate, defamatory or otherwise is objectionable or could give rise to either civil or criminal liability, (ii) contains the social security number or credit card or bank account information of a third party, or (iii) infringes or could infringe on any copyright, trademark, publicity, privacy or other intellectual property right of a third party, unless you have the written consent of such third party to use the Subscriber Content in the manner in which you are posting, publishing, displaying or distributing it.

   Subscriber Content and Registration Data (other than credit card or bank account information) may be transferred unencrypted over various networks in furtherance of providing the Services.

   We reserve the right, but do not have the obligation, to monitor, edit, reject, refuse to post and/or remove Subscriber Content at any time without notice to you if we deem, in our sole discretion, that the Site Content violates these Terms of Service, violates or reasonably could violate applicable law, removal is necessary to protect the rights or safety of dESCO, LLC or third parties or we otherwise believe that such is not consistent with the intent of the Site.

6. Services at the Site. We reserve the right, in our sole discretion, to modify or cease operating the Site and/or any portion of the Services at any time or times. In our sole discretion, we may utilize a third party to host the Site (including Subscriber Content) and/or to provide or assist in providing the interactive voice recognition service or any other Service. dESCO, LLC makes no guarantee or warranty regarding the use, quality or availability of the Site or any Service.
7. License to Subscriber Content. You hereby grant, and you represent and warrant to dESCO, LLC that you have the right to grant, to dESCO, LLC and our Affiliate Parties (as defined in Section 14 below) and the users of the Site, an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, perform, display and distribute all Subscriber Content and to prepare derivative works of, or incorporate into other works, such Subscriber Content.
8. Privacy. dESCO, LLC values your privacy. You acknowledge that you have reviewed our Privacy Policy with respect to the Site and your Subscriber Content. The Privacy Policy is incorporated by reference into and is a part of these Terms of Use. The Privacy Policy can be reviewed and downloaded at http://www.coolfrontagreements.com/privacy.html.
9. Proprietary Rights. Subject to your rights in your Subscriber Content only, and the license granted in Section 7 above, the Site and all information, data and material published on the Site including, without limitation, text, videos, graphics, photographs, sounds and messages, and the configuration and arrangement and enhancement thereof (collectively "Site Content"), is owned by us or our licensors or other Affiliate Parties, and is protected by copyright, trademark, tradesecret, patent and other proprietary rights, including, without limitation, copyright laws of the United States of America. The copying, redistribution, use, modification, creation of derivative works or publication by you of any Site Content, except as permitted in Section 3, is strictly prohibited. All rights reserved.

   All trademarks and service marks (including, without limitation, Coolfront Agreements, dESCO, LLC and the dESCO, LLC logo) appearing on this Site (the "Marks") are trademarks or service marks of dESCO, LLC or their respective owners, and may not be copied, duplicated or used without the prior written consent of the owner.

10. No License Granted. Except for your right to use the Site as set forth in these Terms of Use, neither dESCO, LLC nor any other Affiliate Party is granting you a license or right to use, copy, display or distribute the Site, Site Content, the Services, the Marks or any other rights (including intellectual property) of dESCO, LLC or an Affiliate Party.
11. Links to Other Web Sites. The Site may provide advertisements, information and other content of dESCO, LLC and/or an affiliate, service provider or other third party as well as links away from the Site to content, functionality and sites of third parties (including without limitation by means of a synchronization of your data from the Site to third party software, websites and applications of a Third Party Application Provider) including Web sites, servers, networks, information, applications, software or other services and products ("Third Party Content"). We are not responsible for any Third Party Content (including its accuracy, opinions expressed therein or the questions posed or use of the information garnered thereby) that you may access, and we do not investigate, monitor or check such content, and we are not responsible for the manner in which Third Party Content or third party software or websites may utilize, analyze or otherwise use or exploit information that you permit to be synchronized with or sent to third party websites and applications. You hereby irrevocably waive any direct or indirect claim against us relating to or resulting from your use or reliance on such Third Party Content. Inclusion at the Site of a link to Third Party Content does not imply our approval or endorsement of the linked Third Party Content. In the event that you proceed to Third Party Content, you are responsible for your communications and transactions with such third parties including with regard to delivery of and/or payment for goods and services.
12. Communications from dESCO, LLC. By registering as a subscriber of the Site, you acknowledge and agree that you may receive communications from dESCO, LLC (including by email) including notices regarding the Site and promotional material regarding products or services of dESCO, LLC. If you would like, at any time, to unsubscribe to our email list, please click the "Unsubscribe" link at the bottom of the email communication and you will be removed from that particular mailing list.
13. Indemnification. You agree to indemnify and hold us and our Affiliated Parties and our and their officers, directors, agents and representatives harmless from and against any liability, loss, claim, cost and expense of any kind, including reasonable attorneys' fees, that we may incur in connection with or as a result of your use of the Site and any Services, violation of the Terms of Use or any of the acts or omissions of you or your employees, agents or representatives.
14. Access to Site and Disclaimers. THE SITE AND ALL SERVICES (INCLUDING WITHOUT LIMITATION THE IVR SYSTEM AND ANY APPLICATIONS) AND SITE CONTENT ON, FROM OR THROUGH THE SITE ARE PROVIDED BY US AND OUR SUPPLIERS "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED BY US AND ANY OF OUR LICENSORS, AFFILIATES AND SERVICE PROVIDERS (TOGETHER, THE "AFFILIATED PARTIES") (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFECT, ACCURACY, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND WARRANTIES ARISING TRHOUGH COURSE OF DEALING OR USAGE OF TRADE, AND WARRANTIES THAT ACCESS TO THE SITE AND ANY SITE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE). THE SITE AND SITE CONTENT MAY CONTAIN BUGS, ERRORS OR OTHER LIMITATIONS. NO COMMUNICATIONS, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR BY ANY OTHER MEANS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
15. Limitation of Liability. NEITHER dESCO, LLC NOR ITS AFFILIATED PARTIES SHALL HAVE ANY LIABILITY FOR OR AS A RESULT OF YOUR USE OF THE SITE, ANY SITE CONTENT OR THE SERVICES. WITHOUT LIMITATION, IN NO EVENT WILL dESCO, LLC AND/OR ITS AFFILIATED PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN ANY ELECTRONIC FILE OR OTHERWISE AT OR OBTAINED FROM THE SITE, IN ANY FORM, IS DISCLAIMED. THIS SITE AND THE INFORMATION AND SERVICES THEREON WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. FURTHER, AND WITHOUT LIMITATION OF THE FOREGOING, NEITHER US NOR ANY AFFILIATED PARTY IS LIABLE OR RESPONSIBLE FOR (I) ACTS OR OTHER CONDUCT OF THIRD PARTIES, OR (II) ANY VIRUS OR OTHER DISABLING FEATURE OR ACTION AFFECTING YOUR USE OR ACCESS TO THE SITE, OR (III) ANY UNAUTHORIZED USE OF YOUR ACCOUNT.
    
    IN THE EVENT THAT ANY WARRANTY DISCLAIMER OR DISCLAIMER OF LIABILITY SHALL BE DEEMED TO BE UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF dESCO, LLC AND ITS AFFILIATED PARTIES FOR ALL CLAIMS SHALL NOT EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100).
16. Copyrights and Notice and Procedures for Infringement Claims. We respect the copyright and other intellectual property rights of others, and we ask you to do the same. If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide us with written notice with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the copyright interest owner; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the Site; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Copyright Agent for Notice of claims of copyright infringement on the Site is:

    By mail:
    Copyright Agent
    dESCO, LLC
    806 Linden Ave.
    Suite 300
    Rochester, NY 14625
    By phone: (585) 851-0103
    By e-mail: [email protected]
    

17. Successors; non-transferable. This Terms of Use shall inure to the benefit of our successors and assigns. Your subscription and your right to use the Site is not assignable or transferable. Any password or right given to you to obtain information or use the Site is not assignable or transferable.
18. Choice of Law and Venue for Dispute Resolution. The Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, without reference to any conflicts of law principles. Any cause of action by you with respect to the Site (and/or any information, products or services related thereto) or otherwise in connection with the Terms of Use (i) must be instituted within one (1) year after the cause of action arose or be forever waived and barred, (ii) shall be subject to the limitations set forth in these Terms of Use, and (iii) shall be brought solely in a State or Federal court located in Monroe County, State of New York. You expressly submit to the exclusive jurisdiction of such courts and consent to extraterritorial service of process.
19. Notices to dESCO, LLC,. Unless otherwise expressly set forth herein, you may notify us by email at [email protected], or by postal mail at dESCO, LLC, 806 Linden Ave. Suite 300, Rochester, NY 14625, Attn: Paul Baccaro.
20. Waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
21. Miscellaneous. Except as specifically set forth in a separate agreement between you and us, the Terms of Use constitute the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings, with respect to the Site, the content, services provided by or through the Site, and the subject matter of this Terms of Use. Should any part of this Terms of Use be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site is in conflict or inconsistent with this Terms of Use, this Terms of Use shall take precedence. The language in this Terms of Use shall be interpreted as in accordance with its fair meaning and not strictly for or against us or you.


Terms and Conditions and pricing can be modified without notice. As such, please check this website for the latest Terms and Conditions.