PAYMENTS, CHARGES AND BILLING
(a) Charges, Fees, and Taxes. You agree to pay all charges associated with the Service(s), including, but not limited to: remote services and repair charges, installation charges, monthly service charges, equipment charges, applicable federal, state, and local taxes and fees (however designated), and any permitted fees and cost recovery charges. KeepSafe LLC will provide you with notice and an effective date of any change in our prices or fees, unless the change in price is related to a change in governmental or quasi-governmental taxes, fees, or assessments, in which case we may elect not to provide notice except where required by applicable law. Not all fees apply to all Service(s).
(b) How We Will Bill You. Unless you are subject to a “one time only” purchase arrangement, the Service(s) are provided to you on a month-to-month basis. If you are receiving certain Service(s) as a trial offer or at an introductory rate, you may cancel your Service(s) at the end of the trial or introductory period by calling KeepSafe LLC Customer Service at 1-800-761-6289. You will generally be billed monthly, in advance, for recurring service charges. Otherwise, You must pay in full, on the day that You place an order for Software installation and/or computer Service, including the first month’s Service charges, if applicable. Your first bill may include monthly recurring charges for the next month and charges for non-recurring services you have received.
(c) Payment Method – by Credit Card or Check. If you authorize KeepSafe LLC to charge all amounts owed under this Agreement to Your credit card, use of the card is governed by the card issuer agreement, and You must refer to that agreement for Your rights and liabilities as a cardholder. You will at all times provide KeepSafe LLC with valid and current credit card information. If You terminate Your credit card or elect to pay for the Services with a different credit card, or if You receive a new account number for Your credit card, You shall immediately notify KeepSafe LLC of such termination or change. If KeepSafe LLC does not receive payment from Your credit card issuer or its agents, You agree to pay all amounts due upon demand. If You make payment by check, you authorize KeepSafe LLC to collect Your check electronically. KeepSafe LLC will issue a check and mail it directly to You to refund any purchase made with an electronic check.
(d) Late/Chargeback Fees; Attorneys’ Fees. For any amount not paid to KeepSafe LLC when due, or paid by You via credit card which the credit card issuer (the “Issuer”) later rejects or refuses to pay; or where KeepSafe LLC is later required to reimburse the Issuer (a “Chargeback”), then in each case, You agree to pay, in addition to the amount not paid, rejected or refused, a fee of 10% of such amount, or the highest rate allowed under applicable law, whichever is lower, and to pay interest on the overdue amount or chargeback at the rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower, until paid in full. You agree to pay all collection costs, including reasonable attorney’s fees, incurred by KeepSafe LLC in collecting any amounts that you owe.
(e) Charges. If KeepSafe LLC for any reason is unable to bill your credit card for any amount owed under this Agreement, you authorize KeepSafe LLC to bill you directly for such amount, which together with all late, chargeback and other fees, shall be immediately due and payable.
(a) Reasonable Time Period to Notify. You must notify KeepSafe LLC within a reasonable time period of any claim that the delivery, quality or effectiveness of the Services is deficient or otherwise unacceptable. Such time period shall begin upon commencement of the Services, and continue beyond the date of their completion and until such time as a defect or deficiency would certainly become apparent through the regular and ordinary use of the serviced computer or Software. If You fail to give KeepSafe LLC notice of such deficiency within such a reasonable time period, whether or not You are actually aware of the deficiency, KeepSafe LLC will not be required to remedy such deficiency.
(b) Access and Opportunity to Cure. You agree to give KeepSafe LLC reasonable access to Your computer systems, networks and any peripherals, as is necessary to enable Us to fix any defects or deficiencies, or remedy any breaches of this Agreement. If KeepSafe LLC, using commercially reasonable efforts, is unable to remedy any deficiency in the Services provided, then KeepSafe LLC, in its sole discretion, may elect to issue a refund for the Services, in part or in whole.
(c) No Retroactive Refunds for Services. Fees for prior months of Services are nonrefundable. If KeepSafe LLC is unable to remedy a deficiency in the Services pursuant to this Section 11 above or Section 12 below, then We may elect to issue You a refund for the applicable deficiency based on the Services provided, in the Our sole discretion. If it is deemed that a refund is due, a credit will be issued to the credit card that was used to purchase KeepSafe LLC’s Services.
(d) Limitations to Refund Policy. KeepSafe LLC reserves the right to refuse to consider certain claims where We have an evidentiary basis or a reasonable belief that such claim(s) have been made in bad faith. Notwithstanding the foregoing, KeepSafe LLC’s liability to You shall be limited as specified in this Agreement.
DISCLAIMER AND LIMITED MONEY-BACK WARRANTY
(a) Disclaimer; Impossibility. There will be occasions where the Services may not be successful, because the problem may be beyond KeepSafe LLC’s ability to resolve a technical issue during a remote session. Therefore, KeepSafe LLC shall not be liable for any failure or delay in performance due to any preexisting conditions or causes beyond Our control. KeepSafe LLC reserves the right to refrain from providing the Services ordered and instead refund Client’s payment, in whole or in part, on the basis that the minimum system requirements are not met or the technical needs (including wiring or overcoming physical or technical barriers) or other requirements of Client are unusual or extensive and beyond the scope of this Agreement, as determined by KeepSafe LLC.
(b) Limited Money-Back Warranty. In the case of the purchase of an Individual, One-time Service from KeepSafe LLC, the following warranty applies: if We are not able to resolve Your technology problem and You have complied with all of Your obligations under these Terms, KeepSafe LLC will not charge You a fee for the Individual Service. If You experience a problem with the resolution We provided, and You call Us within five (5) days from the day You originally received the Individual Service, We will use commercially reasonable efforts to try to resolve Your problem at no additional charge. If those efforts are unsuccessful, We will refund the fees that You paid for the Individual Service. There are no other warranties for the Services.
Sole Remedy. KeepSafe LLC reserves the right to cease providing the Services to You for any reason, and at any time and instead, as your sole and exclusive remedy, refund the fees paid for the applicable services for the time period, if any, after termination of the services. Other than the refund KeepSafe LLC may issue under the Terms described above, KeepSafe LLC will not be liable to You or any third-party for termination of the Services for any reason. You acknowledge and agree that upon termination, KeepSafe LLC may immediately deactivate or delete Your user account and all related information and files in Your user account and/or bar any further access to the Services.
Termination by You. In the event that KeepSafe LLC breaches any provision of this Agreement, You agree to provide Us with a right to cure the breach. KeepSafe LLC shall have the right to cure any breach within 30 days of Our receipt of written notice from You of such breach. If KeepSafe LLC is unable to reasonably remedy any breach of this Agreement, and such breach substantially impairs Your use of the computer(s) covered under this Agreement, you may terminate this Agreement upon written notice to KeepSafe LLC. In any such case, KeepSafe LLC’s liability to you shall be limited as specified in Section 16.
Termination and/or Suspension by KeepSafe LLC. If, as determined by KeepSafe LLC in Our sole discretion: (i) You breach any provision of this Agreement or any license for Third Party Software (as defined below); (ii) Your use of any of the Services is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to any of the Services, KeepSafe LLC’s network, or the use and enjoyment of the Services by third parties; (iii) KeepSafe LLC receives an order from a court to terminate the Services provided to You; (iv) KeepSafe LLC for any reason ceases to offer any of the Services previously made available to You under this Agreement; or (v) You are abusing any of the Services, then, in any such case, KeepSafe LLC at its sole election may terminate this Agreement or suspend one or more of the Services immediately without notice.
Terminated Account. KeepSafe LLC, in its sole discretion, may refuse to accept Your request for service, renewal or re-subscription following a termination or suspension of Your use of any of the Services.
DISPUTE RESOLUTION AND BINDING ARBITRATION
(a) Claims – Definition. As used in this Arbitration Provision, “Claims” means all claims, disputes, or controversies between You and KeepSafe LLC (the “Parties”) of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Services. This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision.
(b) Good Faith Mediation. If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, then You and KeepSafe LLC agree to first attempt in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration.
(c) Binding Arbitration. The Parties further agree that any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the Award rendered by the Arbitrator may be entered in any court having jurisdiction thereof. To begin an arbitration proceeding, the Parties shall follow the procedures specified by the applicable AAA rules as described on their website at www.adr.org.
(d) Arbitration Process. The arbitration shall be governed by the laws of the State of California(without regard to its conflicts of law provisions) including U.S. federal law for matters covered by federal law. KeepSafe LLC acknowledges that appearing in person for arbitration can be unduly burdensome in certain circumstances; therefore, arbitration under this Arbitration Provision shall not require any personal appearance by the Parties or witnesses unless mutually agreed. Either or both Parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the Arbitrator. The arbitration proceedings will be conducted in the English language by a single Arbitrator at a location designated by the AAA that is determined to be the most convenient by the Parties. The Arbitrator will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The Arbitrator shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount.
(e) Cost of Arbitration. Each Party shall bear his or her own costs and expenses and an equal share of the Arbitrator’s and administrative fees of arbitration. Except as may be required by law, neither a Party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both Parties. The Parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that Party to present evidence or cross-examine witness. In such event, the other Party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying Party in the absence of evidence presented as provided for above.
(f) Confidentiality. The Parties shall keep confidential any information exchanged during the arbitration as well as the decision of the Arbitrator made with respect to any claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to Your or Our attorneys, accountants, auditors, and other legal or financial advisors, neither Party shall disclose such information or decision to any other person unless required to do so by law.
(g) Continuing Obligation to Arbitrate; Severability. This Arbitration Provision shall survive termination of Your access to or use of any Services and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision.