PERFORMA eSOLUTIONS SUBSCRIBER CONTRACT
Last Update: November 20, 2020
Thank you for selecting the Services offered by Performa eSolutions LLC and/or its subsidiaries and affiliates (referred to as "eSolutions", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This is a legal agreement between you and eSolutions. By accepting electronically (for example, clicking "I Agree"), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services.
Performa eSolutions LLC, an Illinois LLC USA ("eSolutions") hereby grants to you a non-exclusive subscription (a "Subscription") to use Green Clean Audit identified above (the "Services") and the accompanying printed material and User Manual (the "Documentation"), if any, on the terms set forth below.
A. GENERAL TERMS
This Agreement describes the terms governing your use of the eSolutions products, website and online services provided to you on this website or by other means, including content, updates and new releases, (collectively, the "Services"). It includes by reference:
eSolution's Privacy Statement provided to you.
Additional Terms and Conditions, which may include those from third parties.
Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
2. YOUR RIGHTS TO USE THE SERVICES
The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by eSolutions. eSolutions reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, eSolutions grants to you a limited, nonexclusive, nontransferable right and license to use the Services. The Services are licensed not sold and eSolutions reserves all rights to the Services not expressly granted to eSolutions, whether by implication, estoppel or otherwise.
You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Work around any technical limitations in the application.
- Reverse engineer, decompile, or disassemble the application, except and only to the extent that applicable law expressly permits, despite this limitation.
- Make more copies of the application than specified in this agreement or allowed by applicable law, despite this limitation.
- Publish or otherwise make the application available for others to copy.
- Rent, lease, or lend the application.
- Transfer the application or this agreement to any third party.
Except as may otherwise be provided herein, each individual subscription holder may use the Services on any computer or smart device, provided you have a valid subscription.
For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless eSolutions or its third-party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
Charges. If there is a charge associated with a portion of the Services, you agree to pay that charge. The price stated for the Services excludes all applicable taxes unless stated otherwise. Taxes, if applicable, are calculated based on your location at the time your Performa eSolutions account was registered. We may suspend or cancel the Services if we do not receive an on time, full payment from you. Suspension or cancellation of the Services for non-payment could result in a loss of access to and use of your account and its content. Connecting to the Internet via a corporate or other private network that masks your location may cause charges to be different from those displayed for your actual location.
Your Billing Account. To pay the charges for Service, you will be asked to provide a payment method at the time you sign up for that Service. You can access and change your billing information and payment method on the Performa eSolutions account management website. Additionally, you agree to permit Performa eSolutions to use any updated account information regarding your selected payment method provided by your issuing bank or the applicable payment network. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not affect charges we submit to your billing account before we could reasonably act on your changes to your billing account.
Billing. By providing Performa eSolutions with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize Performa eSolutions to charge you for the Services or available content using your payment method; and (iii) authorize Performa eSolutions to charge you for any paid feature of the Services you choose to sign up for or use while these Terms are in force. We may bill you (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for subscription Services. Also, we may charge you up to the amount you have approved, and we will notify you in advance of any change in the amount to be charged for recurring subscription Services. We may bill you at the same time for more than one of your prior billing periods for amounts that haven't previously been processed.
Recurring Payments. When you purchase the Services on a subscription basis (e.g., monthly, every 3 months or annually), you agree that you are authorizing recurring payments, and payments will be made to Performa eSolutions by the method and at the recurring intervals you have agreed to, until the subscription for that Service is terminated by you or by Performa eSolutions. You must cancel your Services before the next billing date to stop being charged to continue your Services. We will provide you with instructions on how you may cancel the Services. By authorizing recurring payments, you are authorizing Performa eSolutions to store your payment instrument and process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for Automated Clearing House or similar payments), or as charges to your designated account (for credit card or similar payments) (collectively, "Electronic Payments"). Subscription fees are generally charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Performa eSolutions or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and process any such payment as an Electronic Payment.
Refund Policy. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable. If you believe that Performa eSolutions has charged you in error, you must contact us within 90 days of such charge. No refunds will be given for any charges more than 90 days old. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights that may apply.
Canceling the Services. You may cancel a Service at any time, with or without cause. Cancelling paid Services stops future charges to continue the Service. To cancel a Service and request a refund, if you are entitled to one, visit the Performa eSolutions account management website. You should refer back to the offer describing the Services as (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges; (iii) you may be obligated to pay all charges made to your billing account for the Services before the date of cancellation; and (iv) you may lose access to and use of your account when you cancel the Services. If you cancel, your access to the Services ends at the end of your current Service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.
Trial-Period Offers. If you are taking part in any trial-period offer, you may be required to cancel the trial Service(s) within the timeframe communicated to you when you accepted the offer in order to avoid being charged to continue the Service(s) at the end of the trial period.
Promotional Offers. From time to time, Performa eSolutions may offer Services for a trial period during which Performa eSolutions will not charge you for the Services. Performa eSolutions reserves the right to charge you for such Services (at the normal rate) if Performa eSolutions determines (in its reasonable discretion) that you are breaching the terms and conditions of the offer.
Price Changes. We may change the price of the Services at any time and if you have a recurring purchase, we will notify you by email, or other reasonable manner, at least 15 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.
Payments to You. If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. You are responsible for any taxes and charges you may incur as a result of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may reduce the payment to you without notice to adjust for any previous overpayment.
Bank Account Payment Method. You may register an eligible bank account with your Performa eSolutions account to use it as a payment method. Eligible bank accounts include accounts held at a financial institution capable of receiving direct debit entries (e.g., a United States-based financial institution that supports automated clearing house ("ACH") entries. Terms you agreed to when adding your bank account as a payment method in your Performa eSolutions account also apply. You represent and warrant that your registered bank account is held in your name or you are authorized to register and use this bank account as a payment method. By registering or selecting your bank account as your payment method, you authorize Performa eSolutions (or its agent) to initiate one or more debits for the total amount of your purchase or subscription charge (in accordance with the terms of your subscription service) from your bank account (and, if necessary, initiate one or more credits to your bank account to correct errors, issue a refund or similar purpose), and you authorize the financial institution that holds your bank account to deduct such debits or accept such credits. You understand that this authorization will remain in full force and effect until you remove your bank account information from your Performa eSolutions account. Contact customer support as soon as possible if you believe you have been charged in error. Laws applicable to you may also limit your liability for any fraudulent, erroneous or unauthorized transactions from your bank account. By registering or selecting a bank account as your payment method, you acknowledge that you have read, understand and agree to these Terms.
4. YOUR INFORMATION
You are responsible for your content. You are responsible for all materials, data, and information ("Content") uploaded, posted or stored through your use of the Services. You grant eSolutions a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services (exclusive of training modules and surveys explicitly identified as "Confidential").
- Archive your Content frequently. You are responsible for any lost or unrecoverable Content or date, and eSolutions shall be in no way responsible for any such loss. eSolutions is not responsible for the Content or data you submit through the Services.
- You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to: Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law; content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy; except as permitted by eSolutions in writing, investment opportunities, solicitations, chain letters, other unsolicited commercial communication or engage in spamming or flooding; Virus, trojan horse, worm or other disruptive or harmful software or data; and Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public ("Community Forum"). eSolutions does not support and is not responsible for the content in these Community. Any disparaging comments about eSolutions or Quick FPA are prohibited.
eSolutions may freely use feedback you provide. You agree that eSolutions may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant eSolutions a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to eSolutions in any way.
eSolutions may monitor your Content. eSolutions may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect eSolutions or its customers, or operate the Services properly. eSolutions, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6. ADDITIONAL TERMS
We may tell you about other eSolutions services. You may be offered other services, products, or promotions by eSolutions ("eSolutions Services"). Additional terms and conditions and fees may apply. With some eSolutions Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant eSolutions permission to use information about your business and experience to help us to provide the eSolutions Services to you and to enhance the Services. You grant eSolutions permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant eSolutions permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
Communications. eSolutions may be required by law to send you communications about the Services or third party products. You agree that eSolutions may send these communications to you via email or by posting them on our websites.
You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact eSolutions if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
7. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, eSOLUTIONS, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. eSOLUTIONS AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
eSOLUTIONS, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
LIMITATION OF LIABILITY AND INDEMNITYAS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF ESOLUTIONS, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, eSOLUTIONS, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET eSOLUTIONS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF eSOLUTIONS AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF eSOLUTIONS, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold eSolutions and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). eSolutions reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by eSolutions in the defense of any Claims.
8. UPDATES TO THE SERVICES OR SOFTWARE, AND CHANGES TO THESE TERMS.
We may change these Terms at any time, and we'll tell you when we do. Using the Services after the changes become effective means you agree to the new terms. If you don't agree to the new terms, you must stop using the Services, close your Performa eSolutions account.
Sometimes you'll need software updates to keep using the Services. We may automatically check your version of the software and download software updates or configuration changes. You may also be required to update the software to continue using the Services. Such updates are subject to these Terms unless other terms accompany the updates, in which case, those other terms apply. Performa eSolutions isn't obligated to make any updates available and we don't guarantee that we will support the version of the system or device for which you purchased or licensed the software, apps, content or other products.
Additionally, there may be times when we need to remove or change features or functionality of the Service or stop providing a Service or access to Third-Party Apps and Services altogether. Except to the extent required by applicable law, we have no obligation to provide a re-download or replacement of any material, Digital Goods, or applications previously purchased. We may release the Services or their features in a preview or beta version, which may not work correctly or in the same way the final version may work.
This agreement shall, unless otherwise terminated after the Thirty day evaluation period, or in the case of a breach of the terms herein by Customer, shall commence on the Effective Date and shall continue for the Initial Subscription Term, and thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: a) either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiration of the applicable Initial Subscription, or one year after the commencement of the term; or b) otherwise terminated in accordance with the provisions of this agreement; The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
eSolutions may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this Agreement or if you no longer agree to receive electronic communications.
Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect eSolutions' rights to any payments due to it. eSolutions may terminate a free account at any time. Sections 2 through 17 will survive and remain in effect even if the Agreement is terminated.
10. EXPORT RESTRICTIONS
Export Laws. You must comply with all domestic and international export laws and regulations that apply to the software and/or Services, which include restrictions on destinations, end users, and end use.
Reservation of Rights and Feedback. Except as expressly provided under these Terms, Performa eSolutions does not grant you a license or any other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by Performa eSolutions or any related entity, including but not limited to any name, trade dress, logo or equivalents. If you give to Performa eSolutions any idea, proposal, suggestion or feedback, including without limitation ideas for new products, technologies, promotions, product names, product feedback and product improvements ("Feedback"), you give to Performa eSolutions, without charge, royalties or other obligation to you, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose. You will not give Feedback that is subject to a license that requires Performa eSolutions to license its software, technologies or documentation to any third party because Performa eSolutions includes your Feedback in them.
11. GOVERNING LAW
Illinois state law governs this Agreement without regard to its conflicts of law's provisions.
12. DISPUTE RESOLUTION
Small Claims Court Option. Instead of mailing a Notice of Dispute, you may sue us in small claims court in your county of residence (or, if a business, your principal place of business) or Jackson County, Illinois, U.S.A. if you meet the court's requirements.
13. CLOSING YOUR ACCOUNT.
You can cancel specific Services or close your Performa eSolutions account at any time and for any reason. When you ask us to close your Performa eSolutions account, we will put it in a suspended state for 60 days just in case you change your mind.
If your Performa eSolutions account is closed (whether by you or us), a few things happen. First, your right to use the Performa eSolutions account to access the Services stops immediately. Second, we'll delete Data or Your Content associated with your Performa eSolutions account or will otherwise disassociate it from you and your Performa eSolutions account (unless we are required by law to keep it, return it, or transfer it to you or a third party identified by you). You should have a regular backup plan as Performa eSolutions won't be able to retrieve Your Content or Data once your account is closed. Third, you may lose access to products you've acquired. Fourth, we may temporarily prevent creation of an account associated with the email address you provided
14. SERVICE AVAILABILITY.
- The Services, Third-Party Apps and Services, or material or products offered through the Services may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change the location associated with your Performa eSolutions account, you may need to re-acquire the material or applications that were available to you and paid for in your previous region.
- We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and Performa eSolutions is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve Your Content or Data that you've stored.
This Agreement is the entire agreement between you and eSolutions and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of eSolutions. However, eSolutions may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by eSolutions or (c) a successor by merger. Any assignment by you in violation of this Section shall be void.
16. CONFIDENTIALITY AND NON-DISPARAGEMENT
During the Term and thereafter, eSolutions and Customer may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement. Each party agrees to take no action, written, oral or otherwise which is intended, or would reasonably be expected, to harm or disparage eSolutions or its reputation or which would reasonable be expected to lead to unwanted or unfavorable publicity to eSolutions. eSolutions shall be entitled to an injunction to prevent or remove any such disparaging actions, in addition to any other damages and fees at the cost of the offending party.
17. FORCE MAJEURE
Neither party will be liable to the other party for its inability or failure to perform, or delay in performing, any obligations under this Agreement caused by a Force Majeure Event. The party affected by the Force Majeure Event will notify the other party once its performance of its obligations under this Agreement is no longer prevented due to the Force Majeure Event.