Terms of Use
Please read carefully prior to using this website
I. Acceptance of Terms and Conditions
Use of this PerfectShare Corporation ("PerfectShare") Website (this "Website") are governed by the terms and conditions below.
By using this site and, the services available at this site, and any service, software, functionality, or program created by Fixed Element, developers of PerfectShare, you are agreeing to the following terms and conditions. These terms and conditions are legally binding. These terms and conditions along with any other policies posted on this site, shall govern your use of this site and all services.
II. Intellectual Property Rights
- Ownership - Ours
All content, text, images, data, information, applications, programs and other material displayed, available or present on this Website www.perfectshare.net (" PerfectShare Content"), including any intellectual property rights in such Content (including without limitation trademarks and copyrights) (hereinafter "Intellectual Property Rights"), are the property of Fixed Element, developers of PerfectShare, its affiliates, its licensors or the designated owners, and are protected by applicable intellectual property laws. Users should assume that everything User sees or reads on this Website is copyrighted unless otherwise noted, and may not be used without the written permission of PerfectShare except as provided in these terms and conditions. Further, all software / applications / code licensed by PerfectShare customers remain the exclusive property of Fixed Element, developers of PerfectShare.
If you have licensed PerfectShare software that allows you to use the PerfectShare Services on your desktop, or within your web browser, you understand and agree that any information, materials, data, files, programs, ideas and opinions provided or made available by you constitutes "Customer Content". By licensing the PerfectShare Software, you grant Fixed Element, developers of PerfectShare, and its contractors an irrevocable, worldwide license to access Customer Content for the sole purpose of providing to you the Services, including, without limitation, the synchronization of files between your PC and the Site. You acknowledge and agree that Fixed Element shall not assume or have any liability for any action or inaction by Fixed Element with respect to any such User Content, including, without limitation, the loss of such User Content.
Ownership -Yours
To the extent that the PerfectShare Services provide Users an opportunity to store and exchange information, materials, data, files, programs, ideas and opinions ("User Content"), you hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information contained therein. All user content added to your account, text, images, data, information and other material displayed, available or present on the Website ("User Content"), including any intellectual property rights in such User Content (including without limitation trademarks and copyrights) (hereinafter "User Intellectual Property Rights"), are the property of the User / Customer, its affiliates, its licensors or the designated owners, and are protected by applicable intellectual property laws. PerfectShare may not use, copy, and does not have any license in any of User / Customers Content or Customers Intellectual Property.
- Authorized and Prohibited Uses
User may access, use and display this Website on a single computer only and download and print copies of the Content only for non-commercial, informational, personal use, without modification or alteration in any way, and only so long as User complies with these terms and conditions and applicable laws. User may not otherwise reproduce, sell, publish, distribute, modify, display, or use any of this Website or the Content without the prior written permission of PerfectShare; provided, however, if the functionality of the Website permits the e-mailing of certain Content or a link through the use of an "e-mail to a friend" (or similar) icon, User may send that particular Content or link to others by e-mail, as indicated. User will not infringe upon any Intellectual Property Rights or remove or modify related proprietary notices contained in this Website or the Content.
Without limiting the generality, you may not use the PerfectShare Services, in a manner that results in excessive bandwidth usage, as determined by a representative of PerfectShare. Fixed Element reserves the right, in its sole discretion, to determine whether and what action to take in response to any excess bandwidth usage, including, without limitation, limiting your bandwidth usage or charging you for such excess usage. If you have licensed the use of PerfectShare services, Fixed Element reserves the right, in its sole discretion, to make unscheduled deployments of updates or enhancements to the Desktop Software. You acknowledge and understand that during such deployments, certain functionality of the Desktop Software may be unavailable and outages may occur.
- Registration and Passwords
PerfectShare may or may not at times require a User to have a password and provide registration details to access this Website or portions of this Website. If PerfectShare does require a password and registration details, it shall be a condition of use of this Website that all the details User provides are correct, current and complete. If PerfectShare believes that the details are not correct, current or complete, PerfectShare will have the right to refuse User access to the Website, or any of its resources, and to terminate or suspend User's account, if any. User is responsible for maintaining the confidentiality of any password(s) User is given to access this Website, and User is fully responsible for all activities that occur under User's password(s). User agrees to notify PerfectShare immediately of any unauthorized use of User's password(s). PerfectShare reserves the absolute right not to issue a password to any person or entity.
III. Website and Registration Administration
- Linking
No link shall be made to any page of this Website except a direct link to the top page (www.PerfectShare.com) without framing. Moreover, in the event PerfectShare deems User's linking practices in relation to this Website to be inappropriate, PerfectShare may provide notice to the User concerning removal or modification of the inappropriate link, and User agrees to comply with any and all requirements of PerfectShare relating thereto. Upon notification of PerfectShare as provided above, User may link to this Website unless and until PerfectShare gives notice that User must discontinue linking to this Website.
- Authority of Website Administrator
PerfectShare may in its discretion modify, edit, translate, suspend, restrict access to or terminate this Website, these terms and conditions, the Content or any link at any time without liability or prior notice. PerfectShare may in its discretion terminate the browsing of, registration with and use of this Website by any User at any time without liability or prior notice for any reason, including for any breach of these terms and conditions.
IV. User Requirements and Obligations
- Compliance
User will comply with all applicable laws in connection with its use of this Website.
Violations of Intellectual Property Rights. Any violation of any person's or entity's intellectual property rights, rights of privacy, rights of publicity or other personal rights is prohibited. PerfectShare is required by law to remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement (see "Copyright Infringement Notice Information" below).
Copyright Infringement Notice Information. In accordance with the Digital Millennium Copyright Act, PerfectShare has adopted a policy that provides for termination of websites hosted by PerfectShare that are found to infringe oncopyrights of third parties. If a copyright holder believes that there has been a violation of his or her copyright on a website that is hosted by PerfectShare or a PerfectShare subsidiary, and the copyright holder wants PerfectShare to remove the website or disable the material in question, PerfectShare will remove the website or disable the material if the copyright holder provides us with all of the following information. 1)A signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. Identification of the copyrighted work that is claimed is being infringed, or, in the case of claimed infringement of multiple copyrighted works, a representative list of such works. Identification of the material that is claimed to be infringing or is the subject of infringing activity and that should be removed or access to which should be disabled, with information reasonably sufficient to permit us to locate the material. Information reasonably sufficient to permit us to contact the person giving the notification, such as an address and telephone, and, if available, an electronic mail address at which such person may be contacted. A statement that the person giving the notification has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law. A statement that the information in the notification is accurate, and under penalty of perjury, that the person giving the notification is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
EXPORT CONTROL VIOLATIONS. The exportation of certain information, articles, software, and/or knowledge outside of the United States and/or violations of United States law relating to the exportation of software is prohibited. Subscriber may not export or transfer, directly or indirectly, any regulated product or information to anyone outside the United States without complying with all applicable statues, codes, ordnances, regulations, and rules imposed by U.S. federal, state or local law, or by any other applicable law.
PROHIBITED PERSONS (COUNTRIES, ENTITIES, AND INDIVIDUALS. Sanctioned Countries. The government of the United States of America, through various of its offices and agencies, including but not limited to, through one or more Executive Orders of the President of the United States, through rules and regulations of the United States Department of State, Department of the Treasury, and Department of Commerce, has determined that, with respect to all or certain commercial activities that would otherwise occur between i) the United States, its citizens or residents on the one hand and ii) the governments, citizens, or residents of certain other countries ("Sanctioned Countries") on the other hand, said commercial activities are to be prohibited, embargoed, sanctioned, banned, and/or otherwise excluded. Sanctioned Countries presently include, among others, Balkans, Belarus, Burma, Cote d'Ivoire (Ivory Coast), Cuba, Democratic Republic of the Congo, Iran, Iraq, former Liberian Regime of Charles Taylor, North Korea, Sudan, Syria, and Zimbabwe. "Sanctioned Countries" shall be deemed automatically to be added to or otherwise modified from time to time consistent with the determination(s) of the government of the United States, and shall include all other countries with respect to which commercial activities are prohibited, embargoed, sanctioned, banned and/or otherwise excluded by determination(s) of the government of the United States from time to time.
Each Sanctioned Country, all governmental, commercial, or other entities located therein, and all individuals located in any Sanctioned Country are hereby prohibited from registering or signing up with, subscribing to, or using any service of PerfectShare.
Each individual which is a National or Citizen of a Sanctioned Country is hereby prohibited from registering or signing up with, subscribing to, or using any service of PerfectShare, regardless of where said individual is located.
Prohibited Organizations/Entities. The government of the United States of America, through various of its offices and agencies, including but not limited to, through one or more Executive Orders of the President of the United States, through rules and regulations of the United States Department of State, Department of the Treasury, and Department of Commerce, has determined that certain organizations and/or entities (collectively "Prohibited Organizations/Entities" and individually "Prohibited Organization/Entity") are to be prohibited, embargoed, sanctioned, banned, and/or otherwise excluded from all or certain commercial transactions with the United States, its citizens and residents. The Prohibited Organizations/Entities are those as set forth in the applicable records of the government of the United States, including without limit those set forth at: http://www.ustreas.gov/ofac; and, http://www.ustreas.gov/offices/enforcement/ofac/programs/terror/terror.pdf, as said determinations and resulting records may be amended, updated, or otherwise modified from time to time. Each Prohibited Organization/Entity is hereby prohibited from registering or signing up with, subscribing to, or using any service of PerfectShare.
Prohibited Individuals. The government of the United States of America, through various of its offices and agencies, including but not limited to, through one or more Executive Orders of the President of the United States, through rules and regulations of the United States Department of State, Department of the Treasury, and Department of Commerce, has determined that certain individuals (collectively "Prohibited Individuals" and individually "Prohibited Individual"), including without limit, certain Specially Designated Nationals are to be prohibited, embargoed, sanctioned, banned, and/or otherwise excluded from all or certain commercial transactions with the United States, its citizens and residents. The Prohibited Individuals are those as set forth in the applicable records of the government of the United States, including without limit those set forth at: http://www.ustreas.gov/ofac; and, http://www.ustreas.gov/offices/enforcement/ofac/programs/terror/terror.pdf, as said determinations and resulting records may be amended, updated, or otherwise modified from time to time.Each Prohibited Individual is hereby prohibited from registering or signing up with, subscribing to, or using any service of PerfectShare.
- Unsuitable Conduct
User will not engage in conduct on or in connection with this Website that is illegal, misleading, infringing, defamatory, obscene, offensive, or otherwise objectionable. User will not cause damage, embarrassment or adverse publicity to PerfectShare.
- User Cooperation and Notification
User will cooperate with all reasonable requests of PerfectShare and will notify PerfectShare promptly upon learning of any actual or suspected breach of these terms and conditions by User or unauthorized use or abuse of this Website.
- Third Party Sites and Other Information
As a convenience to User, this Website may contain Content, links, and other information submitted by third parties over whom PerfectShare has no control or responsibility. PerfectShare has no obligation to monitor, control or restrict the use of this Website, or third party websites accessible via links on this Website. These other sites are not under the control of PerfectShare, and User acknowledges that (whether or not such sites are affiliated in any way with PerfectShare) PerfectShare is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites. The inclusion of such a link does not imply endorsement of any site by PerfectShare or any association with its operators. Moreover, PerfectShare has no obligation to verify any Content submitted by a user or to provide any registration or other information to User concerning any Content.
All transactions using the PerfectShare services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of the Services. However, PerfectShare is not an agent of any transacting party, nor or we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. Fixed Element, developers of PerfectShare, shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.
- Warranty Disclaimers, Limitations on Liability and Remedies
THIS WEBSITE, ITS CONTENT, AND ITS LINKS ARE PROVIDED ON AN "AS IS" BASIS AND ARE USED ONLY AT THE SOLE RISK OF USER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. PerfectShare DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THIS WEBSITE (INCLUDING ITS CONTENT, HARDWARE, SOFTWARE AND LINKS), INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SECURITY AND FREEDOM FROM COMPUTER VIRUS. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO USER, THE ABOVE EXCLUSIONS WILL APPLY TO USER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
PerfectShare WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES AND LOST PROFITS, IN CONNECTION WITH USE OF THE INTERNET, THIS WEBSITE, ITS CONTENT, OR ITS LINKS, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PerfectShare HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PerfectShare WILL NOT BE A PARTY TO, AND WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR, ANY TRANSACTION NEGOTIATED OR ARRANGED BY A USER ARISING IN CONNECTION WITH THIS WEBSITE. IN ANY EVENT, IF ANY OF THE ABOVE PROVISIONS IN THIS SECTION ARE NOT ENFORCEABLE IN AN APPLICABLE JURISDICTION, THE MAXIMUM LIABILITY OF PerfectShare WILL BE LIMITED TO, IN THE SOLE DISCRETION OF PerfectShare, EITHER THE (1) CORRECTION OR DELETION OF ANY INACCURATE CONTENT OR LINK; OR (2) REFUND OF ANY FEES FOR THIS WEBSITE RECEIVED BY PerfectShare FROM USER.
- Indemnification
User will defend, indemnify and hold harmless PerfectShare and its affiliates, officers, directors, employees and contractors from any demands, claims, damages, liabilities, expenses or harms, including attorneys fees, arising in connection with User's use of this Website, online conduct, breach of these terms and conditions or dealings or transactions with other persons resulting from use of this Website.
V. Miscellaneous
- Separate Terms and Conditions
In connection with User's use of and/or access to Content contained in certain areas of this Website, it may be necessary for User to consent to policies or terms and conditions in addition to the terms and conditions set forth herein, which User should read carefully before making any use of such Content or areas of this Website. Any such terms will not vary or replace these terms and conditions regarding any use of this Website, unless otherwise expressly stated.
- Privacy Policy and Mutual Non-Disclosure
PerfectShare is concerned about privacy and has developed a policy to address privacy concerns. User can find the current privacy policy at www.perfectshare.net (the "Privacy Policy"). The Privacy Policy is hereby incorporated into these terms and conditions by reference, and constitutes a part of these terms and conditions. In addition, all parties who have licensed the PerfectShare services will be considered to have entered into a Mutual Non-Disclosure Agreement. The terms and conditions of the Mutual Non-Disclosure Agreement are incorporated into the Terms by reference.
- Dispute Resolution; Applicable Law and Forum
With respect to any and all disputes arising out of or in connection with this Website or these terms and conditions (including without limitation the Privacy Policy), PerfectShare and User agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. PerfectShare has no obligation to become involved in any dispute between a User and any other person. This Website, these terms and conditions and any dispute arising in connection therewith shall be exclusively governed by and construed in accordance with the laws of the State of Michigan without regard to its conflict of law principles. PerfectShare and User agree that all disputes arising under this agreement will be settled exclusively through confidential binding arbitration in Port Huron, Michigan or another forum mutually agreed upon by the parties, pursuant to the Rules of Arbitration ("Rules") of the International Chamber of Commerce ("ICC") by a sole arbitrator nominated by agreement of the parties and confirmed in accordance with the said Rules. The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. User agrees that PerfectShare is entitled to obtain preliminary injunctive relief to the extent allowed by law to enforce any of the terms of these terms and conditions pending a final arbitral decision.
- Modification of Terms and Conditions, Etc.
These terms and conditions and the Privacy Policy referenced herein constitute the complete agreement between the parties with respect to their subject matter and supersede any prior agreement or communication. These terms and conditions are subject to change from time to time. PerfectShare will endeavor to post a notice of any changes to these terms and conditions for a period of thirty (30) days following any such modifications. Therefore, User is advised to review these terms and conditions occasionally, or at least every thirty (30) days. User's continued use of this Website subsequent to PerfectShare's notice of modification of these terms and conditions shall constitute User's acceptance of the modified terms and conditions. If any term or provision of these terms and conditions shall be found to be invalid, illegal or otherwise unenforceable, such finding shall not affect the other terms or provisions of these terms and conditions, or the whole of these terms and conditions, but such term or provision shall be deemed modified to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements set forth in these terms and conditions. User's obligations pursuant to these terms and conditions shall survive termination of this Website, any use by User of this Website, any Content of User on this Website, or these terms and conditions.
- Contact Information
If you have any questions regarding these Terms of Use, please contact .