NRGship Terms and Conditions
IMPORTANT - READ CAREFULLY: The NRGship Service (the "Service") is owned and operated by NRG Software, LLC., ("NRG"), a Wisconsin corporation, and is provided to you ("You") under the terms and conditions of these NRG Terms of Service ("Terms"). BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE "SUBMIT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
DESCRIPTION OF SERVICE.
The Service provided by NRG allows You to process shipments using 3rd Party shipping services including, but not limited to UPS, FedEx, Endicia and Freightquote.com.
To use the Service, You must submit a complete NRGship registration form as prompted when opening the software for the first time. As part of the registration process for the Service, You agree to: (1) provide certain limited information about You as prompted to do so by the Service (such information to be current, complete and accurate) and (2) maintain and update this information as required to keep it current, complete and accurate. The information requested on original signup shall be referred to as registration data ("Registration Data"). If NRG discovers that any of Your Registration Data is inaccurate, incomplete or not current, NRG may terminate Your right to access and receive the Service immediately upon notice. NRG will evaluate the registration application in good faith and will notify You in a timely manner regarding acceptance or rejection. NRG may reject a registration application if it determines, in its sole discretion, that the user is not an appropriate subscriber or user of the Service. NRG reserves the right to refuse the Service to any user who has canceled any number of previous Service accounts. NRG need not provide a reason for its rejection. If NRG rejects Your application, then You may reapply and NRG will reconsider the application. You may not register for this Service if You are under 18 years of age. By registering for this Service You represent to NRG, that You are 18 years of age or older. Upon acceptance of this agreement and completion of the registration process You will have opened an account with NRG and will become a subscriber to the NRGship Service.
(a) Description of Service. NRGship is a desktop software application and service that provides the registered user with the ability to ship UPS. NRG may make the NRGship Service available under a number of different subscription plans. To use the NRGship Service you will need to download the NRGship software to each computer that you intend to use with the NRGship Service. Each computer that you intend to use with NRGship must also maintain a connection with the Internet in order to get rates and produce shipping labels for UPS shipments.
(b) Fees and Payments. You can always find the current Subscription Fees and charges posted on the NRG Web site. Your subscription will continue and renew automatically unless terminated by NRG or until You notify NRG of Your decision to change Your subscription renewal. NRG may change the fees and charges then in effect, or add new fees or charges, by giving You notice in advance. All fees and charges incurred in connection with Your user name and password will be billed to the credit card designated during the registration process for the NRGship service or subsequently designated to NRG. You also are responsible for any fees or charges incurred to access the NRGship service through an Internet access provider or other third party service. YOU, AND NOT NRG, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU. This Agreement is personal to You, and You may not assign Your rights or obligations to anyone.
(c) Cancellation. Your NRGship account must be closed prior to the end of the trial to avoid any service fees. Based on the billing plan you select, you will be charged should the account not be closed within the trial period. As long as its account is not closed, a customer will continue to be billed the appropriate full service fee agreed to. Users are free to cancel their plan at any time. Monthly plan subscribers who cancel after the free trial has expired will be billed for the current month, and be able to use the service for that month, but won't be billed again. Annual plan subscribers who cancel after the free trial has expired will have already been billed for the current year, and be able to use the service during that year, but won't be billed again when the account expires.
(d) Credit Cards. As a condition to your right to use the Service, You must provide us with a valid credit card number belonging to you with available credit sufficient to pay the applicable Service Fees. In the event that you cancel this credit card or it is otherwise terminated, you must immediately provide us with a new valid credit card number. You authorize NRG, from time to time, to undertake steps to determine whether the credit card number you have provided to us is a valid credit card number. In the event that you do not provide us with a current valid credit card number with sufficient credit upon request during the effective period of this Agreement, you will be in violation of this Agreement, and we may terminate this Agreement with You.
USER CONDUCT AND PROPRIETARY RIGHTS
(a) No Resale or Commercial Use of the Service. Your right to use the Service is personal to You. You may be either an individual or a corporation or business entity, but You agree not to resell the use of the Service, any downloadable software, plug-in, or other materials or any information obtained by You without the express written consent of NRG.
(b) Conduct. You are solely responsible for the content of Your transmissions through the Service. NRG does, however, reserve the right to take any action with respect to the Service that NRG deems necessary or appropriate in NRG's sole discretion if NRG believes You or Your transmissions or use of the Service may create liability for NRG. Your use of the Service is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree: (1) to comply with all United States laws, rules and other regulations applicable in connection with the Service; (2) not to use the Service for illegal purposes; (3) not to interfere or disrupt networks connected to the Service; (4) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; and (5) not to transmit through the Service, through Feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. You will not attempt to gain unauthorized access to other computer systems and You will not interfere with another user's use and enjoyment of the Service.
(c) Proprietary Rights. In accordance with Your authorized use of the Service, NRG grants You a limited license to use any software, plug-in, or other materials or any information obtained by You solely in connection with the Service offered by NRG. You acknowledge that the plug-in downloaded in connection with the Service is proprietary to NRG and may be protected by, whether registered or not, copyrights, trademarks, product marks, patents or other proprietary rights and laws; therefore, You are only permitted to use this software as expressly authorized by the Service and these Terms. Further, NRGship, NRG and the NRG and NRGship logos, and other names, logos, icons and marks identifying NRG's products and services are trademarks of NRG and may not be used without the prior written permission of NRG. All other product names mentioned are used for identification purposes only and may be trademarks of their respective holders. You may not copy, reproduce, distribute or create derivative works of this plug-in without expressly being authorized to do so by NRG. Further, You may not reverse engineer, decompile, alter, modify, disassemble or otherwise attempt to derive source code from the plug-in. All rights not expressly granted in these Terms are reserved to NRG.
NRG will not sell or rent Your personally identifiable information to anyone unless You expressly consent to disclosures of Your personal
identification and other personal information to third parties. We may send personally identifiable information about You to third parties when:
a) NRG has established relationships and agreements with 3rd parties that require the submission of some customer information required by 3rd parties for tracking purposes OR
b) We have Your consent to share the information OR
c) We find your actions on our Web site violate this Terms of Service OR
d) We respond to subpoenas, court orders or legal processes which require us to disclose Registration Data or any information about You to law enforcement or other government officials as NRG, in its sole discretion, believes necessary or appropriate.
NRG may amend these Terms at any time by (i) posting a revised Terms of Service document on http://www.nrgsoft.com and/or (ii) sending information regarding the Terms amendment to the email address You provide to NRG. You are responsible for regularly reviewing the http://www.nrgsoft.com site to obtain timely notice of such amendments. You manifest intent to accept these amended terms if You continue to use Your membership account after such amended terms have been posted or information regarding such amendment has been sent to You. Otherwise, these Terms may not be amended except in writing signed by both parties. Further, NRG reserves the right to modify or discontinue the Service with or without notice to You. NRG shall not be liable to You or any third party should NRG exercise its right to modify or discontinue the Service
PASSWORDS AND SECURITY
As part of the registration process, You will use Your email address as Your user name and You will choose Your passwords for access to this account and to the NRGship software and Service. You agree to carefully safeguard all of Your passwords. You are solely responsible if You do not maintain the confidentiality of passwords and account information. Furthermore, You are solely responsible for any and all activities that occur under Your account. You agree to immediately notify NRG of any unauthorized use of Your account or any other breach of security known to You, including if You believe that Your password or account information has been stolen or otherwise compromised.
NRG may immediately terminate Your membership and right to use the Service if (a) You breach these Terms; (b) NRG is unable to verify or authenticate any information You provide to NRG; (c) such information is inaccurate; or (d) NRG decides, in its sole discretion, to discontinue offering the Service. NRG shall not be liable to You or any third party for termination of the Service. You may terminate Your Account and end Your use of the Service at any time, for any reason or for no reason. For cancellation instructions, log in to your account and click on the Billing Info section of your My Account page. Upon termination of Your account, You shall remain liable for all fees incurred or accrued by You and any fees you may have paid in advance are nonrefundable. Upon expiration or termination for any reason, You are no longer authorized to use the Service or Software. When this Agreement is terminated and/or Your Account is canceled, You will no longer have access to data and other material You have stored on the Site and that material may be deleted by NRG.
Maintenance and Updates
You understand that NRG may update the Software at any time, but is under no obligation to inform You of or furnish to You any such updates. This Agreement does not grant You any right, license or interest in or to any support, maintenance, improvements, modifications, enhancements or updates to the Software or supporting documentation. To the extent that NRG supplies any updates to You, such updates will be deemed to be subject to the terms of this Agreement unless NRG indicates otherwise. NRG reserves the right to charge fees for any future versions of, or updates to, this Software.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" BASIS. NRG EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NRG MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE, NOR DOES NRG MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE PLUG-IN WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING SOFTWARE, PLUG-INS, AND OTHER MATERIALS) THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NRG OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
IN NO EVENT SHALL NRG OR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF NRG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NRG'S LIABILITY TO YOU OR ANY THIRD PARTY IS LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You hereby agree, at Your expense, to indemnify, defend and hold NRG harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; (b) any fraud or manipulation, or other breach of these Terms by You; or (c) any third-party claim, action or allegation brought against NRG arising out of or relating to a dispute between its users over the terms and conditions of a contract or related to the purchase and sale of any services.
These Terms are governed in all respects by the laws of the State of Wisconsin as such laws are applied. Both parties submit to personal jurisdiction in Wisconsin and further agree that any cause of action relating to these Terms shall be brought in a court in the Circuit Court of St. Louis County, Wisconsin. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In the event of any litigation arising out of or relating to this Agreement, including asserting any legal claim, the prevailing party shall be entitled to receive all its attorneys’ fees and litigation costs and court costs from the other party. NRG's failure to act with respect to a breach by You does not waive NRG's right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. This Agreement shall inure to the benefit of and be binding upon each party's successors and assigns. NRG shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond NRG's reasonable control. Unless otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be delivered (i) by hand; (ii) by registered or certified mail, postage prepaid and return receipt requested to the address provided by the other party, or to such other address as a party may designate by written notice in accordance with this Section 12; (iii) by overnight courier or (iv) by electronic mail with confirming letter mailed under the conditions described in (ii). Notice so given shall be deemed effective when received, or if not received by reason of fault of addressee, when delivered. These Terms constitute the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations and discussions between the parties, whether written or oral.
You understand and agree that You are solely responsible for periodically reviewing the Terms of Service.