Terms & Conditions

By accepting or submitting this Agreement electronically or in writing, and/or by using eSoft's services, including but not limited to, submission of content, payment or authorization of payment, you client agree to be bound by the following terms and conditions. Client also agrees that Client's electronic acceptance of this Agreement shall have the same force and effect as if Client had agreed to this Agreement in writing. Client's acceptance of this Agreement is binding upon all of eSoft services including but not limited to Programming, Designing, Dedicated Staff, Hosting, SEO and/or purchase of additional services at a later date. When Client accepts this Agreement, Client consents to receive electronically from eSoft any notices, agreements, disclosures, or other communications on the email ID provided by client in this agreement. In consideration of the payment of the Charges, eSoft shall develop the website or Software Application, Software Application and/or CD-Rom and/or provide the Services in accordance with the specifications and/or requirements and/or functionality set out in the Project Proposal or this Online Orderform/Agreement subject to these conditions which shall govern the contract to the exclusion of any other terms and conditions. No variation of these conditions will be binding unless made in writing and signed by a director of eSoft.

eSoft provides web design and development, Software development and application development services amongst other services. The Client acknowledges that the creation or development of the website or Software Application, Software Application and/or CD-Rom and/or the Services may in certain circumstances involve a period of development, where eSoft will need to obtain the Client's instructions. The Client shall ensure that during the course of the development the Client shall make available to eSoft, representative(s) of the Client of sufficient seniority who is (are) able to make decisions and give instructions on behalf of the Client to eSoft. Any instructions given by such representative(s) may be relied upon fully by eSoft. In the event that the Client fails to supply such information or instructions and eSoft is thereby unable to perform its obligations under the contract, eSoft may give the Client notice of this fact by email. If the Client does not supply the requested information or instructions within 5 calendar days of such notice, eSoft shall be entitled forthwith to give the Client notice of termination of the Contract. In the event of such termination, the Client shall be liable to pay for all work undertaken by eSoft on behalf of the Client prior to such termination, at eSoft's hourly rates as set out from time to time or mentioned in the Project documents, together with all costs and expense reasonably incurred by eSoft as a result of such early termination.

If client provides any variation to the agreed specifications (As provided in the project proposal or emails from eSoft prior to this agreement), whether or not made during or as a result of any development process, then this shall only be made with the prior written consent of eSoft. Such variation may result in additional increases in the Charges, at eSoft’s standard hourly rates, to reflect the cost and expenses of additional work incurred by eSoft.

Any order which has been accepted by the Client shall not be cancelled by the Client except with the written consent of eSoft. Such cancellation can only be on the terms that the Client shall indemnify eSoft in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by eSoft as a result of cancellation

If the Client requires eSoft to provide graphic design service as part of the Website, Software Application and/or CD-Rom development and provision of the Services, and such graphic design is left partly or wholly to the discretion of eSoft, then eSoft cannot be liable to the Client if such graphic design or other aspect does not meet with the Client's approval. If the Client wishes to avoid disappointment, it should provide specific written instructions in respect of all elements of graphic design, and/or the Services. eSoft will provide Design services to the best of its abilities

eSoft follows internally set guidelines and policies that govern our work and services and eSoft reserves the right to refuse to design, develop or host an account at its sole discretion at anytime.

Client agrees to provide all content--Including but not limited to images and text and specifications. eSoft is not liable or responsible for any content, site activities or businesses conducted on the Client website or Software Application and/or Software Application or CD-Rom and the Client agrees to bear full responsibility for the same in the event of any action from a third party and indemnify eSoft on the same. The Client agrees to conduct their business in a legal and regulated manner. Client understands that all information, data, text, software, music, sound, photographs, video, messages and other material (Content) on Client’s website or Software Application is the sole responsibility of the Client. Client is fully responsible for all website or Software Application content and agrees to hold eSoft harmless in the event of third parties’ legal issues brought against Client for Client’s business practices. eSoft may at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice if it deems that the client is in violation of this agreement. In this case, the client will not be eligible for any refund of payments or fees.

eSoft will use all content provided by client for their website or Software Application which eSoft is designing or developing. It is the Client's responsibility to ensure that all content submitted to eSoft is original content and free from third-party copyright or trademark protection. Client assumes full liability and will indemnify eSoft for any copyright or trademark infringement of Client's website or Software Application on any third-party copyright or trademark, including, but not limited to, any infringement due to website or Software Application content, website or Software Application design or the look and feel of Client's website or Software Application. Because of the nature of eSoft's business involving multiple projects simultaneously, eSoft may not maintain a repository of client content and can not return original content to the Client. If the client makes a request in writing to destroy the content, then the content will be destroyed, however, eSoft has no liability and does not guarantee the return of any content to Client. All services provided by eSoft including Design, Development, Server hosting, Domain name registration, SEO, databases, Applications or programs created by eSoft are the property of eSoft until Client has paid all fees.

eSoft’s development centers are in India and if web design and/or development, software development, test data run, installation, implementation, or training is undertaken in a site outside India, then the Client shall bear the traveling, boarding and lodging charges as per eSoft's policies.

eSoft does not guarantee a time frame for completion of ANY custom database or custom programming completed by eSoft or an eSoft Partner. eSoft follows coding standards and design standards as per an internal document known as " eSoft Coding and Design standards". A copy of this document can be provided to the client on request. If client requires any specific standards of coding or design, then the client must provide those standards in a detailed document before the start of the project and eSoft may decide to accept or reject the project. If Client requests changes to a pre-packaged database, pre-built database module, or e-commerce store module as built by eSoft then changes are to be billed to Client at eSoft’s standard hourly rate. There is no guarantee that changes made by eSoft to a pre-packaged database, pre-built database module, or e-commerce store module will work. Client agrees charges are valid and agrees to pay for all fees incurred for Client’s requested changes to pre-packaged databases, pre-built databases modules, or e-commerce store modules. Once work has begun on a database or custom programming there is No Refund if cancelled. Client is responsible for testing the functionality of the website or Software Application upon eSoft’s request for approval and notification that the website or Software Application has been completed. This includes, but is not limited to, testing the functionality of the custom database or programming. Upon Client approval of the website or Software Application to go live, Client agrees services have been rendered and functionality of website or Software Application has been tested and approved by Client. eSoft will instruct Client as to the use of the custom database and the inputting of data related to such database. However, data entry is the sole responsibility of the Client. If the Client requests eSoft to enter data into the database, the Client will be charged, and agrees to pay, for such data entry at eSoft’s standard data entry rates.

Client will be provided with instructions to input information into a website or software application. If Client requests eSoft to enter information into the store on Client’s behalf, the Client will be charged, and agrees to pay, for all information or content added to the website or software application at eSoft’s standard data-entry rates. Many modules for websites or software applications are pre-built and any changes to the look or functionality of the pre-built modules require custom programming. The Client will be billed at eSoft’s standard hourly rate for requested changes. Client is responsible for testing the functionality of the website or software application upon eSoft’s request for approval and notification that the website or Software Application has been completed. This includes but is not limited to testing the payment functionality. eSoft is not responsible for functionality of third-party services such as, but not limited to, merchant account, or gateway. Upon Client approval of the website or Software Application to go live, Client agrees services have been rendered and functionality of website or Software Application has been tested and approved by Client.

Client may purchase enhancements to the website or Software Application at the time of initial sale or anytime thereafter. Client’s requests for enhancements to the original sale will be due and billed separately and at the time of request. Once work has begun on enhancements purchased by the Client there is No Refund if cancelled. Enhancements or additional services purchased after the initial sale are separate purchases and are in addition to and separate from the original sale. If a Client cancels an enhancement the original sale is not cancelled.

While eSoft does not guarantee a time frame for the completion of any custom website or Software Application, it may offer an optional expedited service to Client for a fee. Expedited service is not available for all accounts and all requests for expedited service must be approved by eSoft at its sole discretion. Client understands and agrees that Client’s use of expedited service does not guarantee that Client’s website or Software Application including its corresponding design, enhancements, databases, e-commerce stores, flash, etc, will be completed more quickly than they would be without the use of the expedited service. The expedited service fee only ensures that eSoft will make reasonable efforts to more quickly assign designers and programmers to the account in an effort to facilitate development than would be the case under the ordinary developmental process. The successful use of expedited service is contingent upon Client’s timely acceptance of the Terms of Service, payment of any and all fees due, submission of content through the online web center and acceptance of any project specification documents prepared by eSoft and Client’s timely cooperation with eSoft in any solicitation for information related to the website or Software Application’s development. If expedited service is offered to Client by eSoft, Client may be presented with an estimated date of completion. Client understands and agrees that such estimated dates of completion are estimates only and may apply only to one particular element of the website or Software Application, i.e. database, flash, e-commerce, design, and not necessarily to multiple elements of the website or Software Application or to the website or Software Application collectively. Under no circumstances will eSoft guarantee the respective portion or portions of the website or Software Application subject to the estimated date of completion to be completed sooner than the estimated date of completion. Should circumstances arise that make it impossible to complete the portion or portions of the website or Software Application that are subject to the estimated date of completion by the estimated date of completion, including but not limited to Client failure to provide eSoft with requested information in a timely manner, eSoft reserves the right to change the estimated date of completion accordingly or to cancel the expedited services and refund a portion of the expedited service fee to Client. In no case shall the portion of the expedited service fee to be refunded be greater than fifty percent (50%) of the expedited service fee. Regardless of whether work is completed by the estimated date of completion, Client remains liable to eSoft for any and all other charges related to the website or Software Application’s development.

eSoft may provide Dedicated Staff as part of its services. In Dedicated Staff contracts, the contracts will be fixed for the specific period as discussed and decided between eSoft and the Client. The assigned personnel will do all tasks as physically possible during the working hours in the monthly contract period. The assigned Personnel will work dedicatedly and diligently under eSoft's supervision. The works delivered do not carry any warranty or guarantee and will be done to eSoft's best efforts. eSoft's responsibility on the deliverables will be till the end of the contract period only and no tasks will be taken up on expiration of the contract period. Once the contract expires, eSoft will handover all work files to the client if requested and then on eSoft will not be responsible for the performance, integrity, quality or security of the codes delivered.

All websites or software applications produced and delivered by eSoft may contain bugs or problems in functionality or delivered features, unknown to eSoft. This does not include problems arising or caused by outside sources and/or third party applications. If eSoft is notified by the client in writing about bugs in the website or software for a period of up to1 year from the date of delivery or date of services rendered, then eSoft will make all efforts to resolve the bugs and a solution will be sent to the client. The bug resolutionServices will be provided with reasonable skill and care in accordance with usual industry practice and in a timely, workmanlike and effective Manner.

eSoft shall undertake standard virus checks of the Website and/or Software Application and/or CD-Rom but the Client recognizes that even with such checks eSoft cannot guarantee that viruses or Malware will not occur. Accordingly, eSoft shall not be liable for any costs, claims, damages, expenses, or liability (including without limitation consequential loss or damage) arising whether direct or indirect as a result of any viruses or Malware occurring for any reasons.

The Client agrees that it shall not during the continuance of this Agreement and for a period of Two years following the expiration or termination of this Agreement (however arising) employ or contract the services of any person who is or was employed or engaged by eSoft. Client also agrees to not make any offers or solicit any of eSoft employees to work directly for the client for a minimum period of 2 years from the date of termination of this Agreement or from the date of delivery or services rendered under this agreement, whichever is later.

Client acknowledges that eSoft may establish general guidelines and limits concerning use of eSoft’s services and may modify these guidelines at any time. Limits may include but are not restricted to, the maximum number of days that email messages or other content will be retained, maximum number of email messages that may be sent from or received by an account, the maximum size of any email messages sent and the maximum disk space that will be allotted on eSoft’s servers on Client’s behalf. , Client acknowledges that eSoft is not responsible for backing up Client’s website or Software Application and data. Client should seek appropriate backup solutions.

If the client purchases hosting space through eSoft then Hosting charges are billed in advance for a year from the date of sale and is recurrently billed every year unless cancelled by the client.

If domain name registration is purchased then Client agrees to pay eSoft for domain names purchased and/or renewed by eSoft on Client’s behalf unless it is part of services rendered or offered free for the first year under a special promotion. Domain names purchased by eSoft on Client’s behalf are the property of eSoft until Client has paid all fees including one full year of hosting. If a client requests for transfer of a domain name to another registrar or server, then eSoft may do so on receipt of full payment for all services billed. Upon transfer of domain and/or website or Software Application to Client or another service provider, at anytime, Client agrees that eSoft has met in full its obligation to Client, and eSoft is released of all past and future obligations to the Client. Domain names are purchased through a third party service on Client’s behalf. eSoft cannot guarantee the availability of domain names and has no liability for a domain name not being available for purchase after the initial sale. If a domain name is not available for purchase eSoft will assist the Client in selecting and purchasing an alternate domain name. If Client ceases to pay hosting or other fees then due ownership of any domain names purchased by eSoft on Client’s behalf or controlled by eSoft are transferred to eSoft. eSoft may allow domain name to expire, may renew domain name and remain the owner, or eSoft may sell the domain name at its sole discretion and for eSoft’s sole benefit.

eSoft makes no representations as to the marketing of Client’s products, services or sales. Client’s obligation to pay fees due to eSoft are due at time of sale of website or Software Application design and hosting services and are not contingent upon Client’s marketing of said website or Software Application. Client is responsible for all marketing of Client’s website or Software Application. eSoft is not responsible for marketing of Client’s website or Software Application including search engine rankings. Ultimately the success or failure of the Client’s website or Software Application is the responsibility of the Client.

eSoft reserves the right to change prices at any time including hosting, Per hour rates and hourly design fees. All prices are in U.S. Dollars (USD) without regard to fluctuations in foreign exchange rates. eSoft accepts payment via wire transfer, check and credit card. Upon Client’s authorization of payment to eSoft via credit card, Client thereby authorizes all recurring hosting and/or additional services fees to be charged to the same method of payment or credit card for future charges until such authorization is withdrawn by Client in writing. The Client may change payment methods including credit card payments with 30 days notice. To change payment methods Client should contact eSoft. Client should not email new billing information for security purposes. eSoft reserves the right to hold Client, its principals and authorized representative(s) jointly and severally liable for any and all amounts owed.

If eSoft does not receive payment in full when due, eSoft may, to the extent permitted by the law of the state of the billing address on file for Client at the time, charge a late fee of up to 1.5% per month (18% per annum), or a flat fee of $50 per month, whichever is greater, on any unpaid balance. eSoft may, to the extent permitted by the law of the state of the billing address on file for Client at the time account is sent to a collection agency, also charge Client for any collection agency fees and/or attorney’s fees billed to eSoft for collecting from Client. If Client wishes to dispute a charge, Client must first contact eSoft and must allow 10 business days for a response. To avoid any dispute about Client’s attempt to contact eSoft, Client must send the request in writing to:

Attn: eSoft Business Solutions and Technologies, 3350 SW 148TH Ave, Suite No: 110, Miramar, FL 33027, USA

Requests may be emailed to team@eSoftBusiness.com.

If Client initiates a credit card dispute the decision of the credit card company is made through an arbitration process and the decision of the credit card company shall be binding upon Client. In the event that Client initiates a credit card dispute, ceases paying hosting fees or other fees due, eSoft, at its sole discretion, may suspend work on the website or Software Application until the billing dispute has been resolved.

eSoft, at its sole discretion, may terminate its service and remove and discard any content, for any reason, including and without limitation, for lack of use, or if eSoft believes Client has violated this Agreement. eSoft may also at its sole discretion and at any time, discontinue providing services, or any part thereof, with or without notice. Client agrees that any termination of access to eSoft's services under any provision of this Agreement may be effected without prior notice and that eSoft may deactivate or delete Client's account and all related information files. Client agrees that eSoft shall not be liable to Client or any third-party for any termination of services. Paid accounts that are terminated will not be refunded. eSoft may suspend or terminate accounts, and shut down website or Software Application for accounts that become delinquent for more than 30 days, in which case Client remains responsible for any unpaid balance owed to eSoft. Charges for hosting will continue to incur upto 1 year if account has been suspended or terminated. eSoft also reserves the right to discontinue the designing and/or developing of Client's website or Software Application at any time, at eSoft's sole discretion, with an appropriate refund to the Client. Under no circumstances is the refunded amount to exceed the amount collected by eSoft. If the Client cancels an account before the work is completed or site is live, a cancellation fee of upto 50% of the Project value may be retained by eSoft. Client agrees that all fees incurred due to work rendered by eSoft's staff and billed prior to cancellation effective date are valid and Client agrees to pay. Upon request for termination of services the website or Software Application will be removed. A back-up copy of the website or Software Application is not maintained by eSoft. Client agrees to pay all hosting fees and additional services fees owed from the time of sale until the cancellation effective date, and at a minimum for hosting fees for one year. Transferring a domain name to another provider or non-use of Client's hosting account does not constitute termination of the account. Client must notify eSoft in writing or via email to terminate the account services and avoid further hosting charges. It is Client's responsibility to secure confirmation from eSoft that the request for termination has been received and no further hosting fees will be billed.

Requests for cancellation of website or Software Application hosting services or additional services should be sent to the following address:

Attn: eSoft Business Solutions and Technologies, 3350 SW 148TH Ave, Suite No: 110, Miramar, FL 33027, USA

Requests may be emailed to team@eSoftBusiness.com.

The effective date of cancellation is to be 30 days from the date of eSoft’s receipt of written notice to cancel. Any monthly fees scheduled to bill after receipt of written notice to cancel but before the effective date of cancellation are valid and Client agrees to pay.
If Client has not paid all design, enhancement, hosting and additional services fees due, such fees are due in full at the time of cancellation and Client authorizes eSoft to collect any outstanding fees due. Client understands any pending billing previously agreed to will not be cancelled.

Refunds of the fees paid for development of the website or Software Application may be issued on accounts cancelled within 90 days of the initial sale and prior to the completion of the website or Software Application according to the following schedule:

• A minimum of a 50% cancellation fee will be retained by eSoft on cancelled accounts even if no work has been started and no content yet submitted by the Client.
• A minimum of a 75% cancellation fee will be retained by eSoft on cancelled accounts if work has been presented to the Client; or eSoft has made multiple attempts to work with the Client, and Client has not responded to those attempts.
• A 100% cancellation fee will be retained by eSoft and NO REFUND issued if any changes and/or modifications requested by the Client have been completed by eSoft. No Refund will be issued on any website or Software Application cancelled after services have been rendered, including but not limited to, the design work having been completed and/or the website or Software Application taken live.
• 100% cancellation fee will be retained and NO REFUND will be issued by eSoft if Client cancels after 90 days from the date of initial sale or the submission date of this Agreement.

The cancellation fee is charged to compensate eSoft for up-front expenses and services rendered, including but not limited to, costs incurred for the purchase of domain name(s) for developing the website, securing server space, creating the temporary website or Software Application or space saver, employee expenses, Employee time, marketing, and overhead costs. Client agrees that all fees incurred and billed prior to cancellation date are valid and Client agrees to pay.

By accepting a refund in full or refund less cancellation fee, Client agrees that the matter is settled in full and releases eSoft, its officers, owners, members, agents and employees of any and all contractual obligations and waives all claims of any nature, including legal action, against eSoft's its officers, owners, members, agents and employees.

Client acknowledges and agrees that eSoft’s services may contain proprietary and confidential information that is protected by intellectual- and proprietary-rights laws. Client agrees to not reproduce, duplicate, copy, sell, resell or exploit any portion of eSoft’s services.

Client hereby agrees that any information or ideas submitted to eSoft by any means may be used by eSoft without compensation or liability to Client for any purpose whatsoever, including but not limited to, developing website or Software Applications, databases, e-commerce and developing, manufacturing and marketing other products. This provision does not apply to Client content or to personal information. Client herby gives permission to eSoft to use samples or links to Client’s custom website or Software Application designed by eSoft for marketing and advertising purposes, including but not limited to, use in eSoft’s online portfolio.

Clients may request the use of third-party services or software, or eSoft may suggest the use of third-party services or software to its clients. Use of such third-party services will be at Client’s own risk and subject to the terms and conditions of those third parties. It is Client’s sole responsibility to ensure that the use of third-party services or software complies with third-party terms of use and licenses, these Terms of Service, and any and all applicable laws. Client assumes full responsibility for, and releases eSoft from, any and all liability associated with the use of third-party services or software. eSoft does not represent nor warrant that use or access to any third-party services will be compatible, uninterrupted, error free, without defects or that Client will be able to access eSoft’s services. Client also agrees that eSoft is under no obligation to provide Client with any enhancements, updates, or fixes to make eSoft’s services accessible through any third-party applications or services, including third party hosting services. eSoft is under no obligation whatsoever to provide support or service for website or Software Applications hosted on third party servers or non- eSoft servers.

eSoft may contract with Contract Service Providers to complete a portion, or all of the Client’s custom website or Software Application. The Client agrees not to do business directly with the Contract Service Provider, nor to remit payment to the Contract Service Provider or any eSoft employee directly for services. All payments for services rendered must be made directly to eSoft. Contract Service Providers are independent contractors and are required to follow eSoft policies and procedures. Contract Service providers are provided with only the information needed to complete the design or development portion of the Client’s website or Software Application and do not have access to Client’s personal information including payment information.

eSoft disclaims to the fullest extent permitted by law all warranties of any kind whether express or implied. eSoft disclaims any warranties regarding eSoft's services including that they will meet client's requirements, that they will be uninterrupted, timely, secure, or error-free. Clients use of eSoft's services is at clients own risk. eSoft disclaims any warranties regarding the quality of any services information or other material purchased, advertised or obtained through eSoft's services. Client understands and agrees that any material downloaded or otherwise obtained through the use of eSoft's services are done at clients own risk and that client will be solely responsible for any damages to clients computer system or loss of data or any other liability that results from the download or transfer of such material.

CLIENT UNDERSTANDS AND AGREES THAT eSOFT, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF eSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OF OR INABILITY TO USE eSOFT’S SERVICES , RELIANCE ON eSOFT’S SERVICES , OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF eSOFT’S SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION SHALL ALSO APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM PRODUCTS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED THROUGH eSOFT’S SERVICES OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT’S DATA OR TRANSMISSIONS AND ANY STATEMENTS OR CONDUCT OF A THIRD PARTY OR ANY OTHER MATTERS RELATING TO eSOFT’S SERVICES . SUCH LIMITATION SHALL FURTHER APPLY, WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED IN ANY WAY TO eSOFT’S SERVICES . SOME JURIESOFTCTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CLIENT. Without limiting the foregoing, under no circumstance shall eSoft be liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, or other casualties, illness, accidents, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non performance of third parties, or loss of or fluctuations in heat, light or air conditioning. eSoft’S full and complete liability, for any reason whatsoever, shall be limited to the full refund of all monies paid to eSoft.

Client waives all tort claims, strict liability claims and any and all other legal and equitable claims to the extent permitted by law against eSoft, its subsidiaries, affiliates, officers, employees and agents. The relationship between the parties is contractual in nature only. Client waives any tort claims that arise by act, or omission. Client further agrees that it may only bring claims against eSoft in Client’s individual capacity and not as a member of a class.

Client agrees to defend, indemnify and hold harmless eSoft, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees that may arise or result from any content Client submits, posts, transmits or makes available through eSoft’s services, from any product sold by Client, its agents or employees or assigns, from any service provided or performed or agreed to be performed by eSoft or from Client’s breach or violation of this Agreement, including any obligation, representation, or warranty made herein, or Client’s violation of any rights of another. Client further agrees to defend, indemnify and hold harmless eSoft, its directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising from or related to contracts, representations, agreements, promises, etc, made between Client and third parties, or arising from or related to Client’s negligence toward third parties.

Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and in English and may be delivered personally, or may be sent by email, facsimile or certified mail, return receipt requested, to the address set forth below. If Client chooses to send request by email or facsimile, a copy of the request must also be sent by mail (to the address below) as confirmation of the request.

Attn: Director, eSoft Business Solutions and Technologies, 3350 SW 148TH Ave, Suite No: 110, Miramar, FL 33027, USA

Requests may be emailed to team@eSoftBusiness.com.

Client may contact eSoft at 877 77E-SOFT Monday through Friday from 8:30 –3.30 Pacific Standard Time. Client may also email eSoft for general questions at team@eSoftBusiness.com

Client specifically agrees not to engage in negative comments or slander regarding eSoft, including but not limited to publishing, or causing to be published, complaints or derogatory comments regarding eSoft in any format, including but not limited to, print, newspaper, television, radio or on internet complaint sites, blogs or other public internet forums. Should there be a breach of this condition eSoft will be entitled to liquidated damages in the amount of $1,500.00 for each publishing or posting. If said breach occurs on an internet complaint site each instance to that website or Software Application will be considered an individual breach of this condition, and subject to additional liquidated damages of $100 per occurrence. Further, eSoft shall be entitled to litigate this matter, and obtain the money damages, attorney fees & costs together with injunctive relief. eSoft reserves the right to terminate any account for any negative postings made by the account owner or its representatives, or employees.

In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision the remainder of this Agreement shall remain valid and enforceable according to its terms. The failure by eSoft to avail itself of any right or enforce any obligation of this agreement shall not be deemed to be an ongoing waiver of such right or obligation or of any other right or obligation.

This agreement shall be governed exclusively by the laws of the State of Florida, USA, without regard to any conflicts of law provisions thereof, as a contract entered into and performed entirely within the State of Florida. The parties hereby expressly disclaim the application of the United Nations Convention on the International Sale of Goods. Any disputes between the parties relating to the subject of this agreement shall be submitted exclusively to the jurieSoftction of the state courts located in the State of Florida and county of Santa Clara and the parties expressly consent to personal jurieSoftction and venue therein and waive any objection based on forum non conveniens or otherwise. Should there be a breach of this provision, the non-breaching party shall be entitled to an award of attorney fees.

Notwithstanding the foregoing, in lieu of litigation, arbitration may be used as a means of resolving disputes. Arbitration would be through a neutral third-party arbitrator to be approved by both Client and eSoft. If any court sitting outside the United States determines that the litigation forum or arbitration provisions of this agreement are invalid, then and only then, the parties agree to settle any dispute through binding arbitration by three arbitrators, in the English language, under the commercial arbitration rules of the International Chamber of Commerce, with the location of the arbitration to be in a neutral jurieSoftction (not the country of residence of the Client or of eSoft) as selected by eSoft.

eSoft reserves the right to subcontract services or assign the ongoing servicing and/or hosting of your account or this entire Agreement to another party at its sole discretion. This agreement shall not be affected by any change in the name of Software Developers Inc, it’s DBAs or any other affiliated companies, or any condition, merger or acquisition of Software Developers Inc, and shall be automatically assigned to any successor entity of Software Developers Inc and shall continue in effect thereafter in accordance with its terms.

This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior oral or written agreements (including, but not limited to, any prior versions of this Agreement). Any modifications to this agreement must be in writing and signed by an authorized officer of eSoft. All representations not in writing are null and void. Written agreements may include, but are not limited to, emails and electronic acceptance of this Terms of Service. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of eSoft’s services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.