End User License Agreement
In order to access and use any Intercept® software tool, you must agree to and follow the terms of this Service Subscription Agreement ("Agreement"). By creating an account, you will create a legally binding contract between Deziner Software, LLC, ("DS"), an Illinois limited liability company, and you, the adult individual or entity for whom this account was registered, and all of the additional paid authorized users, if any (collectively, "you” and “your”). Please take a moment to read these terms carefully. You may print the Agreement here. These are the terms and conditions with respect to use of any of the Intercept® business financial planning tools (collectively, “Software”) which are only offered online by DS as a service you use through your browser. You will not download or install any software on your computer.
- Software Use. The Software includes features that allow you to create and manipulate business financial models, print related reports, and link to vendors offering related business services. The Software includes sections relating to capital expenditures, debt, equity, inventory, marketing, sales, staffing and taxes with explanatory videos, in some cases. This Agreement is a month-to-month subscription that is effective when you accept these terms and either request a 10-day trial or pay the initial fee, and continues as you pay the advance subscription fee for each month. Subject to the terms of this the Agreement, DS grants to you a nonexclusive, nontransferable, license to access and use the Software through the designated DS website for personal, noncommercial purposes. You agree that DS owns all intellectual property rights in the Software and the “Intercept” service mark. All rights not expressly granted here are reserved.
- Use Restrictions. You may not: transfer, sublicense, or allow others to access to the Software unless you have paid an additional fee for each additional user. You may not directly or through the use of any device, software, website, or other means, copy, archive, distribute, upload, publish, modify, translate, or publicly display the Software. You may not incorporate the Software in any hardware or software or make the Software available via frames or in-line links. Additionally, you may not: use the Software for anyone else’s benefit; send SPAM or otherwise duplicative or unsolicited messages in violation of applicable laws; send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or that which violates privacy rights; send or store material containing software viruses, worms, or other harmful computer code, files, scripts, or programs; interfere with or disrupt the integrity or performance of the Software; or attempt to gain unauthorized access to the Software. Your access to the Software may be revoked if you breach of any of these use restrictions or use the Software in an unauthorized way.
- Your Data. DS does not collect, and you agree not add, any personally identifiable information into the Software, including social security, driver’s license, passport or financial account numbers. You own all of the data and information that you provide in the course of using the Software. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and DS is not responsible or liable for the deletion, destruction, damage, loss or failure to backup any of your data.
- If you are interested in seeking an “accredited investor, angel, venture capital or private equity” investor, you may authorize DS to forward the business plan that you complete with the Software to for evaluation by opting-into this service at the end of this Agreement. DS will not assist you in preparing your business plan and will not review or edit the plan, but simply pass it on for evaluation.
- Fees and Payment. By accepting this Agreement, you authorize DS to charge the credit card that you designated a monthly subscription fee, and additional fees for each additional user and additional services that you request through the DS website, and any applicable taxes. If that credit card expires and you do not update your DS account, DS will suspend or terminate your access to the Software. The subscription fee will be charged at the beginning of your subscription or the end of your free 10-day trial period, if any, whichever occurs first, and on each monthly renewal date thereafter unless and until you end your subscription as described in Section 10 below. To see the renewal date on which your card will be charged, go to the billing information section of your DS account. DS will give you advance notice by email if the subscription fee changes but will not notify you of any change in applicable taxes, if any. You must end your subscription before it renews each month in order to avoid the next month’s billing. If this Agreement is terminated before a renewal date, you will not be entitled to a prorated refund of any fee. If you want to add additional users, you will need to register and pay for each of them in your account in order to receive the new passwords each additional user will need to access and use the Software. The amount you pay for each additional user will be prorated to the next renewal date of your initial subscription.
- Links to Advertising Partners. The Software includes links to advertising partners that offer products and services often used by startup businesses. DS does not endorse these products or services and you are solely responsible for requests or orders you place with these companies. When you click on a link within the Software, DS will not warn you that you have left the Software and are subject to the terms and conditions of the destination website. DS is not responsible for the content or practices of any website or destination other than the DS website. Any dealings you have with other companies are between you and them, and you agree that DS is not liable for any loss or claim that you may have against any DS advertising partner.
- Disclaimer. THE SOFTWARE HELPS YOU CREATE FINANCIAL MODELS FOR YOUR BUSINESS. YOU SHOULD ALWAYS SEEK PROFESSIONAL GUIDANCE FROM A QUALIFIED ATTORNEY AND ACCOUNTANT BEFORE MAKING DECISIONS THAT HAVE LEGAL AND/OR TAX IMPLICATIONS. DS DOES NOT MAKE ANY REPRESENTATIONS OR PROVIDE ANY WARRANTIES RELATED TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PUPOSE (INCLUDING BUT NOT LIMITED TO THE RELIABILITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SOFTWARE). DS OFFERS THE SOFTWARE “AS IS” AND “AS AVAILABLE.”
- Limitation of Liability. DS AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS AND LOST DATA OR USE, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE SOFTWARE UNDER ANY THEORY OF LAW, EVEN IF DS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. DEPENDING ON WHERE YOU ARE LOCATED, SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU. HOWEVER, IN NO EVENT WILL DS’S TOTAL LIABILITY EXCEED THE AMOUNT YOU HAVE PAID DS FOR THE MOST RECENT SUBSCRIPTION FEE UNDER THIS AGREEMENT.
- Indemnification. You agree to indemnify, defend and hold DS harmless from and against any liabilities, penalties, demands or claims (including expenses and reasonable attorneys’ fees) arising out of or in any way related to your breach or alleged breach of this Agreement. DS reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
- Confidentiality. The Software is confidential and only available to you under this Agreement. You agree to maintain the confidentiality of all passwords as well as the Software content. Confidentiality obligations do not apply to any information that: (a) is or becomes available without restriction to the general public by acts not attributable to the you; (b) was rightfully in your possession without limitation on disclosure before it was disclosed under this Agreement; (c) is rightfully disclosed to you by a third party who is not restricted form making that disclosure.
- Termination. You may end this Agreement and cancel your account by [insert method]. A fee will be charged to you to reactivate your account once it has been terminated. DS may terminate this Agreement and all of your authorized Software users at any time, without notice or liability, if DS determines that you or any of your authorized additional users has breached this Agreement, violated any law, rule, or regulation, or engaged in other inappropriate conduct.
- Remedies. DS’s remedies are cumulative. You acknowledge that disclosure of its confidential information or breach of Sections 1 or 2 above will irreparably harm DS and cannot be remedied solely with money damages. DS will be entitled to injunctive relief in addition to any and all other remedies at law that it may have under this Agreement, including DS’s ability to block your access to the Software in the event that full payment is not made or that you otherwise breach this Agreement. You agree to reimburse DS for all expenses it incurs in enforcing this Agreement, including reasonable attorneys’ fees, arbitration costs and court costs, if any.
- Governing Law and Arbitration. This Agreement shall be construed and governed under the substantive laws of the State of Illinois, without effect of conflict of laws provisions. Except for DS’s right to block your access to the Software, and the right of either party to seek injunctive relief to preserve the status quo or prevent irreparable harm, any other controversy or claim arising out of or relating to this Agreement that cannot be amicably resolved by the parties within 30 days of written notice shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, as modified by this section, before a single arbitrator in DuPage County, Illinois.
- The arbitration shall be heard and decided no later than 3 months after the notice of arbitration is filed with the American Arbitration Association. The arbitrator shall hear and determine any preliminary issue of law asserted by a party to be dispositive of any claim, in whole or in part, in the manner of a court hearing a motion to dismiss for failure to state a claim or for summary judgment, pursuant to such terms and procedures as the arbitrators deem appropriate. No witness or party may be required to waive any privilege recognized under Illinois law. The hearing shall not last longer than 2 days unless all parties agree otherwise, with time to be divided equally between DS and you.
- For good cause shown, the arbitrator may permit each side to serve no more than 15 document requests (including subparts) and 10 interrogatories (including subparts) on the opposing parties. For good cause shown, the arbitrator may permit each side to subpoena no more than 2 third-party witnesses for testimonial depositions if the witnesses cannot be compelled to attend the arbitration and no more than 2 current employees of each opposing party for testimonial depositions if the witnesses cannot be compelled to attend the arbitration. All discovery is otherwise governed by the Federal Rules of Civil Procedure and the precedents applicable to cases brought in the United States District Court for the Northern District of Illinois, Eastern Division. No other discovery shall be permitted except by written agreement of all parties. The parties and the arbitrator shall treat all aspects of the arbitration proceedings, including, without limitation, discovery, testimony and other evidence, briefs, and the award, as strictly confidential and not subject to disclosure to any third party or entity, other than to the parties, the arbitrator, and the American Arbitration Association. The arbitrator must give full effect to the applicable law and to all terms of this Agreement, and are specifically divested of any power to render decisions in derogation of applicable law and this Agreement.
- The arbitrator will issue written findings of fact and conclusions of law, the arbitrator’s decision will be binding and conclusive upon all parties involved. Judgment upon any decision of the arbitrator may be entered in the highest court of any forum, federal or state, having jurisdiction.
- Amendment. DS may amend this Agreement at any time by posting the amended terms on the DS website. If DS makes a material amendment to this Agreement, DS will notify you by posting notice of the amendment on its website. Each amendment will be effective 30 days after it is posted. The parties may also amend this Agreement if they do so in a writing that is signed by both parties.
- Satisfaction Guarantee. DS strives to be the best financial modeling service on the Web. If you are not satisfied with the Software and Services, please contact us within 60 days of your initial payment and we will correct the situation, provide an exchange, refund or offer credit that can be used for future DS orders. DS cannot refund any money that you have paid to any of our advertising partners or other third parties. For Software exchanges, if the new Software that you select is less expensive, your DS account will be credited for the difference. If it is more expensive, you will be charged for the additional amount due. DS cannot guarantee that your business model will be successful or that anyone will invest in your business.