PropelMWS LLC. License and Service Agreement
This agreement (the “Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and PropelMWS LLC. (“PropelMWS, PropelMWS LLC., PropelHosting, PropelCLOUD, PropelMWS.com or Propel Managed Web Services”). This Agreement governs your use of PropelMWS website’s, control panel, backup and encryption software, project management portal, and all interaction related to managed services we provide.
When you visit the PropelMWS Site or submit support tickets to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you only by the secure customer support portal (https://secure.propelmws.com) or by posting notices on the PropelMWS Site. Do not trust requests for information from external websites or alternate modes of communication. If we need to reach you it will be via our secure customer portal. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
Accounts, Passwords, and Security
You must be a registered user to purchase or use PropelMWS services. You are responsible for keeping your password secure. You will be solely responsible and liable for any activity that occurs under your user name. If you lose your password or ePIN for your account, you may not be able to access your data. PropelMWS reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion.
Acceptable Use and Conduct
You are solely responsible for your conduct and your data related our managed services. You agree to indemnify, defend, and hold harmless PropelMWS and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of our Services, or your violation of these terms.
The Software and Managed Services are made available to you only for your individual personal/business use, which use must be in compliance with all applicable laws, rules and regulations and must not infringe or violate third party rights. You may not make commercial use of the Software or service, including but not limited to selling or distributing the Software and/or Service to any third party.
Any unauthorized use of any PropelMWS computer system is a violation of this Agreement and certain federal and state laws. Such violations may subject the unauthorized user and his or her agents to civil and criminal penalties.
Excessive Use Policy
In order to protect the experience of all users of the Service, PropelMWS prohibits excessive use of the Service, which means usage over a given period far exceeds the average level of usage by users of the Service generally. If PropelMWS determines that you have engaged in any excessive use, PropelMWS may offer you an alternative pricing plan or another PropelMWS product that will permit you to continue to use PropelMWS’s services without interruption. If you fail to respond to any such offer, PropelMWS may take remedial action, which may include, but is not limited to, establishing limits on available storage and network capacity and suspension or termination of your account. In its sole discretion, PropelMWS may or may not notify you in advance of any such action.
Backups of your data
PropelMWS LLC maintains regular backups of data to recover from software or hardware failures. Multiple Snapshots of your data are maintained online. PropelMWS LLC may also keep a copy of data at a geographically distanced data center from the primary location for additional protection for some plans. However, we advise you to audit your logs on your server/computer and in our online control panel periodically to ensure that the backups are taking place successfully and in case of errors, take corrective action. PropelMWS LLC eBackup and Recovery services requires periodic review, at least on a weekly basis to verify the execution of backups as backups could fail for any number of reasons including but not limited to, internet connectivity issues, authentication issues, firewall, blocks by anti-virus programs, configuration changes, and system configuration changes to the computer/server etc.
Note: As our services are managed. “PropelMWS LLC” will contact you via our secure customer support portal if your backups begin to fail or are not completing but it is the customers responsibility to (1) read the notification emails (2) work to resolve the configuration or connectivity issues on their server/computer to allow the backups to complete successfully. We cannot complete backups if we cannot connect to you. You can login to our online control panel at any time and run a report to see the status of your backups. They will either say “completed” or “Failed”. If Failed it is the customers responsibility to research why. Researching can involve contacting PropelMWS LLC by completing a support request ticket so the problem can be tracked. Our technical support department is always available 24/7/365 to test connectivity to our backup servers with you.
Consent to Collect Non-personal Information; Use of Data
Our Software and Service may collect certain non-personally identifiable information that resides on your computer, including, without limitation, statistics relating to how often backups are started and completed, performance metrics relating to the Software, and configuration settings. This information collected will be sent to PropelMWS and may be used by PropelMWS without restriction.
When you back up data via the Service, you agree that we and our service providers may “access” “copy” and “store” such data and configuration data needed to restore as part of our Service.
Changes to the Service and Terms and Conditions
PropelMWS reserves the right at any time to modify, suspend, or discontinue providing the Service or any part thereof in its sole discretion with or without notice.
PropelMWS will use commercially reasonable efforts to notify you of modification, suspension, or discontinuance of Services by opening a ticket in our customer support portal which will send an email to the email address you provide with your registration or by a posting on PropelMWS.com website. However, in no event will PropelMWS be liable to you or to any third party for any modification, suspension or discontinuance of the Service with or without notice.
PropelMWS reserves the right at any time to modify this Agreement in its sole discretion, without liability to you. This Agreement, as amended, will be effective upon acceptance of registration for new users and effective for all existing users 15 days after the posting of any amended terms on the PropelMWS.com website. You agree to be bound by this Agreement, as modified. If you do not agree to any changes to this Agreement, you must terminate your account immediately.
Please review the most current version of this Agreement from time to time, located at http://propelmws.com/terms-of-use/, so that you will be apprised of any changes.
You acknowledge that PropelMWS or third parties own all right, title and interest in and to our Software and Service, portions thereof, or software or content provided through or in conjunction with our Software or Service, including without limitation all intellectual property rights. Except for the license granted in this Section, all rights in and to our Software and Service are reserved, and no implied licenses are granted by PropelMWS.
If you have comments/questions about our Software or Service or ideas on how to improve them, please visit https://secure.propelmws.com/clientarea.php Please note that by doing so, you also grant PropelMWS a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate your ideas or comments into our Software or Service (or third party software, content, or services), and to otherwise exploit your ideas and comments, in each case without further compensation.
Term and Termination
This Agreement is effective upon registering and paying for any PropelMWS services managed service and remains in effect until the users’ account is terminated.
You may terminate this agreement or services at any time by logging into our secure billing and support portal and submitting a ticket. It is your responsibility to change all username/password connection information that was used to allow our services to connect your computer for the purpose of data backup, recovery, maintenance or any other managed service.
This Agreement automatically terminates if you fail to comply with its terms and conditions. PropelMWS reserves the right to refuse or discontinue participation to any user at any time at its sole discretion.
You agree that, upon such termination, you will change all username/password connection information that was used to allow our backup service to connect your computer for the purpose of data backup, recovery, maintenance or any other managed service. THIS IS FOR YOUR PROTECTION! PropelMWS will not be held liable for connections to your server using those connections details while an active customer or after your account is canceled/Terminated.
The terms of the Sections entitled Consent to Collect Non-Personal Information, Intellectual Property, Disclaimer of Warranties, Limitation of Liability, and Miscellaneous will survive expiration or termination.
If this Agreement terminates, other than for your failure to comply, PropelMWS will use commercially reasonable efforts to make your Data available for you to download for a period of three (3) days. PropelMWS has no obligation to provide you with a copy of your Data and may remove and discard any Data.
Disclaimer of Warranties
THE SOFTWARE AND SERVICE AND ANY THIRD PARTY SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. PropelMWS AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE OR SERVICES.
YOU UNDERSTAND AND AGREE THAT YOU USE THE SOFTWARE AND SERVICE, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SOFTWARE OR SERVICE, AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL PropelMWS, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE OR SERVICE, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF PropelMWS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF PropelMWS, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO PropelMWS FOR THE SOFTWARE OR SERVICES DURING THE DISPUTED PERIOD. IF THE SOFTWARE AND SERVICES ARE PROVIDED WITHOUT CHARGE, THEN PropelMWS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE OR SERVICE, FROM INABILITY TO USE THE SOFTWARE OR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
OUR SOFTWARE AND SERVICE ARE NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND LICENSEE AGREES THAT LICENSOR WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE SOFTWARE.
Site Policies, Modification and Severability
Please review our other policies on the PropelMWS Site. These policies also govern your visit to the PropelMWS Site. We reserve the right to make changes to the PropelMWS Site, policies, and these Site Terms at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
You acknowledge and agree that the Software which is a subject of this Agreement, may be controlled for export purposes. You agree to comply with all United States export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. If you are located in a country subject to embargo by the United States government, you are not entitled to use the Software or Service.
This agreement will be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
The failure of PropelMWS to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect.
All disputes arising out of this agreement or use of PropelMWS services will be subject to the exclusive jurisdiction of the state and federal courts serving Fulton County (City of Atlanta), Georgia, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts, except that nothing will prohibit PropelMWS from instituting an action in any court of competent jurisdiction to obtain injunctive relief or protect or enforce its intellectual property rights.
You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of PropelMWS. PropelMWS may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.
1100 White St SW
Atlanta, GA 30310
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