Terms and Conditions of Nerds Software

 

Nerds Software reserves the right to amend these terms and conditions at any time.

 

Cardholder provided Information:

 

Nerds Software uses PayPal to process all online transactions. Please visit their website at www.PayPal.com for additional information. Credit Card information is not collected or saved by Nerds Software.

 

Personal Information Collected:

 

In order to download products or purchase professional services from Nerds Software you may be required to provide us with information such as your name, E-Mail and mailing address. Additionally, our website may collect general information relating to site usage that we use to rank our performance and to help us improve our site for you as a consumer. The information you give us is retained by Nerds Software.

 

The only personal information we have the ability to gather is that which you specifically and knowingly provide during your online sessions.

 

Sharing of Information:

 

Nerds Software does not share personal information with any other third parties. Nerds Software may however provide to third parties aggregate or statistical information that does not disclose personally identifiable information.

 

Custom Development Work:

 

Clients may forfeit their deposit and cancel a custom work order prior to the completion the custom work by notice in writing (E-Mails accepted). Once work has been completed by Nerds Software any balance owning to Nerds Software shall become due and payable immediately and cannot be canceled. Failure to pay any outstanding amount owning may result in collection proceedings by Nerds Software.

 

Clients must deliver by Shared Cloud Folder, E-Mail, Mail or Courier all of the necessary material required by Nerds Software to complete the custom work ordered to Nerds Software within 30 days of their order (Example: images and textual content). Failure to do so will result in a forfeiture of any payment to Nerds Software and the custom work order shall be null and void.

 

Hosting Services

 

Subject to the terms and conditions of this Agreement, Nerds Software shall use its best efforts to provide the Services on a hardware system providing storage, connectivity, and data access (the “System”). The Services and the System may, from time to time be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Nerds Software may undertake; or (iii) causes beyond the control of Nerds Software or which are not reasonably foreseeable by Nerds Software, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively “Downtime”). Nerds Software will use its best efforts to perform necessary periodic maintenance at reasonable times giving consideration to the needs of all Parties.

 

The term of this Agreement is set forth in the invoice submitted to Client and shall automatically renew for a like term unless either Party provides notice to the other of non-renewal at least 7 days prior to the end of the existing term.

 

Clients shall not exceed the disk quota limits as set by Nerds Software at their sole discretion. If the Client exceeds the disk quota limits Nerds Software may suspend or terminate the clients hosting service without notice.

 

Nerds Software may suspend or terminate the Clients hosting service at any time if Nerds Software determines at their sole discretion that the Client is using the hosting service in a manner that interferes with the operation of the web server(s) operated by Nerds Software.

 

The Client agrees that they will not upload and make available for download or viewing any single file in excess of 50 MB.

 

The Client understands that using Nerds Software's email services to send mass mailings (single email sent to more than 25 addresses) is strictly prohibited. This includes but is not limited to activities such as Monthly Newsletters, Advertising/Promotional emails or any type of spam. If a client violates any of these restrictions Nerds Software reserves the right to deactivate the Client's hosting account.

 

If a Clients hosting service has been suspended or terminated by Nerds Software for violating any of these terms and conditions they shall not be entitled to any refund of monies paid to Nerds Software.

 

Payment Terms

 

Client shall pay Nerds Software on an annual bases for Services in accordance with the purchase order or similar oral or written documentation initiating the Service:

 

  • All prices listed on the Nerds Software website and all invoices issued will be payable in US Dollars unless stated otherwise.
  • All payments shall be due and payable on or before the annual due date as set forth during the original purchase.
  • Purchaser waives any rights they may have to claim a 'Credit Card Chargeback' for any payment made to Nerds Software.
  • Invoices sent by Nerds Software are due and payable upon receipt and must be paid within 5 business days.
  • Interest will be applied to any unpaid account balance owning to Nerds Software at the rate of 2% per month.
  • You may cancel your hosting service at any time. A service fee equal to the clients account balance will be applicable upon cancellation. Nerds Software may lower this termination fee at it's sole discretion.
  • Invoices shall be deemed delivered if sent to any email address used by the Customer to send email to Nerds Software.
  • THE FAILURE TO MAKE ANY PAYMENT ON OR BEFORE ANY DUE DATE SHALL BE A MATERIAL BREACH OF THIS AGREEMENT. If the billing amount is not paid when due, the Services may be terminated without notice at Nerds Software’s sole discretion. If, within 14 days of default, the Client wishes to re-activate the website hosting services provided by Nerds Software the Client shall pay Nerds Software a fee equal to 5% of the payment then due or $25.00 (Whichever is greater).

 

Refunds:

 

  • NO REFUND will be provided by Nerds Software for any payment made to Nerds Software for Custom  Development or Services.
  • NO REFUND will be provided by Nerds Software on any custom development work completed by Nerds Software for a client.
  • NO REFUND will be provided by Nerds Software on any custom development work order canceled by the client.
  • NO REFUND will be provided by Nerds Software on any website or theme purchase once the serial number and download information has been E-Mailed to a client.
  • NO REFUND will be provided by Nerds Software on any Hosting Service Fee paid to Nerds Software once the service has been set up for a client.

 

Warranties

 

EXCEPT AS PROVIDED IN ABOVE, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THIS AGREEMENT OR THE SERVICES. UNDER NO CIRCUMSTANCES WILL NERDS SOFTWARE, BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES OR LOSSES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLIENT'S CLAIMS (INCLUDING CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY, COMPUTERS OR INTERRUPTION IN THE USE OR AVAILABILITY OF DATA, STOPPAGE OF WORK OR OTHER IMPAIRMENT OF ASSETS) ARISING OUT OF BREACH OR FAILURE OF WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL NERDS SOFTWARE’S AGGREGATE LIABILITY EXCEED THE FEE THAT CLIENT ACTUALLY PAID, OR WAS REQUIRED TO PAY UNDER THE TERMS OF THIS AGREEMENT, TO NERDS SOFTWARE FOR THE SERVICE.

 

Client represents and warrants to Nerds Software that Client use of the system shall not contain any content, materials, data, or reference that actually or potentially violates any applicable law or regulation, including but not limited to copyright and trademark laws and regulations, or infringes on any personal right, including but not limited to the right of privacy, or violates any Spam or virus laws.

 

Indemnification Client shall indemnify, hold harmless and defend Nerds Software and its directors, officers, employees and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorney’s fees and costs, arising from or relating to any breach or potential breach of the terms of this Agreement including but not limited to a breach of the warranties set forth above.

 

Default

 

In the event of default by Client, Nerds Software shall have the option, without further notice to Client or further demand for performance, to:

 

  • Post on Client’s website that the account has been deactivated due to a breach of agreement including, but not limited to, non payment.
  • Remove Client’s website from the server.
  • Make demand and/or institute suit against Client to collect each monthly or other obligation or other sum as it becomes due or enforce any other obligations under this Agreement; and/or
  • At the option of Nerds Software, with or without terminating this Agreement, accelerate all future payments due under this Agreement and Client shall be liable for the balance of the payments until the expiration of the then existing term of this Agreement which shall then become immediately due; and/or
  • Terminate this Agreement and make claim or sue Client for damages for breach of the past and/or future obligations of Client under this Agreement.

 

General

 

Nerds Software may assign any of its rights, duties or obligations under this Agreement in its sole discretion. Client may not assign or otherwise transfer this Agreement or any of its rights or obligations without prior written approval. Any attempt to do so without the approval of Nerds Software will be void.

 

This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of all Parties if there is a permitted assignment.

 

If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

 

No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by both Parties, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the Parties hereto arising out of or affecting this Agreement, or the rights or obligations of the Parties hereunder, unless such waiver or modification is in writing and duly executed by both Parties.

 

This Agreement shall be governed in all respects by the laws of the Province of Ontario without regard to its conflict of laws provisions. Ontario shall be the exclusive province with jurisdiction over any dispute arising out of this or related agreements.

 

The definitions herein and the respective rights and obligations of the Parties that generally continue following termination shall survive any termination or expiration hereof.

 

Nerds Software shall not be liable for any delay in performance due to force majeure, including strikes, accidents, unavailability of labor, Devine acts, or other delays beyond the control of Nerds Software. If timely completion of any duty is prevented by any cause of force majeure, or any act of Client, then such failure or delay shall not constitute default.

 

This Agreement, Purchase Orders and Invoices constitute the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.

 

Client stipulates that Nerds Software has not made any representation with respect to the subject matter of this Agreement except such representations as are specifically set forth herein and has relied on its own judgment in entering into this Agreement.

 

The terms that are defined in this Agreement may be used in the singular or the plural, and references in the masculine shall include the feminine as the context requires. Headings are intended only for reference purposes.

 

Contacting Nerds Software:

 

If you have any questions about these Terms and Conditions please feel free to contact us.

 

Nerds Software

78 Island Bay Drive.

Bobcaygeon, ON

Canada K0M 1A0

 

Phone: (705) 878-2146

E-Mail: nerds@nerdssoftware.com