Call us Toll-Free

1-800-508-4879

ASCENTIVE LLC SOFTWARE PURCHASE AGREEMENT:

THIS SOFTWARE PURCHASE AGREEMENT ("AGREEMENT") IS A BINDING LEGAL AGREEMENT BETWEEN YOU ("YOU," AND "YOUR") AND ASCENTIVE LLC ("ASCENTIVE," "WE," "US," AND "OUR") AND APPLIES TO YOUR PURCHASE OF ANY SOFTWARE OR OTHER SERVICES OR PRODUCTS SOLD OR MARKETED BY ASCENTIVE (THE "SOFTWARE"). ALL REFERENCES HEREIN TO SOFTWARE SHALL INCLUDE BOTH COMPUTER APPLICATIONS AND MOBILE DEVICE APPLICATIONS.  BY PURCHASING ANY SOFTWARE FROM ASCENTIVE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AS SET FORTH BELOW.

WHAT YOU RECEIVE WHEN YOU PURCHASE OUR SOFTWARE

Software License

Unless otherwise specified by Ascentive at the time of purchase, your purchase of the Software from Ascentive is on a subscription basis. Upon payment of the specified purchase price for the Software, Ascentive grants to you a license to use the Software for an initial term of 12 months (the "Initial Term") from the date and time of purchase, unless Ascentive agrees to a different time period for the Initial Term. Unless you terminate your subscription in accordance with this Agreement, you agree to allow Ascentive to automatically renew your license to use the Software for successive periods equal in length to the Initial Term (each a "Renewal Term"). For the avoidance of doubt, you are not purchasing or taking title to the Software, and the term "purchase" refers to any license granted to you by Ascentive and any service that Ascentive provides to you.

Upon written notice to you and at no additional cost to Ascentive, Ascentive may assign or transfer this Agreement, and any or all of Ascentive's rights and obligations hereunder, to any party. This Agreement shall be binding upon and inure to the benefit of permitted successors and assigns. For the purposes of this Agreement, "written notice" also includes email communication sent to the email address provided by you. Ascentive is not responsible for email communication not received by you for any reason.

Support

During the Initial Term and any Renewal Term, Ascentive will provide to you certain support for the Software as needed via email, web-chat or through your submission of a web form with a description of your support needs. The method by which Ascentive provides support to you is in Ascentive's sole discretion. The level of Software support you receive will be as specified in this Agreement or as separately specified by Ascentive from time to time.

Updates

During the Initial Term and any Renewal Term, Ascentive will provide you with all updates, upgrades and new versions of the Software as they are released. The frequency of Software updates, upgrades and new versions of the Software will be as specified in this Agreement or as separately specified by Ascentive from time to time.

Live Support 365

You may initiate the Live Support 365 free diagnosis over the telephone, through our website or other means made available by Ascentive. The Live Support 365 free diagnosis can also be offered from our applications and after the purchase of our applications when a user calls to activate the application that user has purchased. 

You acknowledge that by your use of the Live Support 365 free diagnosis you are authorizing Ascentive to access and control your computer or device for the purposes of diagnosis, service and repair. During the Live Support 365 free diagnosis we will use a third party service or software to access your computer or device (the “Access Software”). You may be required to agree to the terms of use with respect to the Access Software in order to receive the Live Support 365 free diagnosis. In any event, Ascentive has no liability with respect to the Access Software and any claim that you may have with respect to the Access Software shall be against the manufacturer of the Access Software.

During the Live Support 365 free diagnosis we will download software to analyze your computer or device and also take control of your computer or device for the purpose of checking your system settings to see if they are optimal (the “Analyzing Software”). The Analyzing Software or technician may not be able to detect all potential problems or threats affecting your computer or device. You acknowledge that results may vary dependent on what condition or issue is actually limiting a particular computer or device and may require more than one product download for remedy. We use the Analyzing Software and the information it provides solely to attempt to diagnose and resolve existing and potential problems. We use reasonable efforts to limit the Analyzing Software's access to personal information on your computer or device. However, you agree that, while providing services, we may gain access to information on your computer or device that you deem to be personal or private. You agree that Ascentive has no liability for accessing or transmitting to Ascentive’s servers any information on your computer or device.

Not all items the 365 Live Support representatives shows you during the free diagnosis will impact your computer or device performance, security or stability and your results may vary dependent on what is actually limiting a particular computer or device.

The Live Support 365 service is provided only by phone, Internet chat and remote desktop sharing. An Internet connection must be provided by you so that you can receive the Live Support 365 service. By your use of the Live Support 365 service you acknowledge and agree that you give permission to Ascentive at all relevant times to access and control your computer(s) and/or device(s) for the purposes of diagnosis, service and repair. You authorize Ascentive to configure your computer(s) and/or device(s) and delete the files that Ascentive deems unnecessary, in its sole discretion, to the operation of your computer or device. You give Ascentive express permission to alter the registry of any computer or device on which the Live Support 365 service is performed. You acknowledge that the Live Support 365 service may require additional software. You give Ascentive permission to install, configure and use additional software on your computer(s) and device(s) in connection with the Live Support 365 service.

In some cases, Live Support 365 may not be able to diagnose or fix a problem occurring on your computer or device.

Ascentive reserves the right to refuse to troubleshoot hardware or software not on its list of supported products. You understand and agree that technical problems may be the result of software or hardware errors not yet resolved by the applicable product manufacturer, and that Live Support 365 technicians may not have the ability to obtain, or otherwise be aware of, the information necessary to resolve the relevant issue(s).

The Live Support 365 service is offered "AS IS" and your acceptance and use of the Live Support 365 service is at your sole discretion and risk. You shall be solely responsible for any damage to your network, software or computer or device system and any loss of data that may result from your acceptance and use of the Live Support 365 service.

Ascentive must have access to the computer or device receiving the Live Support 365 service. You must assist in any manner necessary for Ascentive to diagnose, troubleshoot and correct the computer or device and provide the Live Support 365 services. Your failure to cooperate with the Ascentive representative shall be considered a breach of this Agreement. Ascentive does not guarantee against the loss of any file, information, or data. You are solely responsible for backing up and safely storing all data, information, and files located on any computer or device accessed by Ascentive. Ascentive does not guarantee that it will recover lost or corrupted data, lost or deleted work, or lost or damaged personal files.

Subscribers are entitled for unlimited number of telephone and online "technical" support requests during the Live Support 365 subscription period. Live Support 365 support sessions are limited to technical support queries only. Ascentive reserves the rights to terminate your Live Support 365 subscription or otherwise limit your access to the Live Support 365 service if Ascentive determines, in its sole discretion, that you are abusing the Live Support 365 service. The use of the Live Support 365 service is only for personal use and any commercial use is prohibited.  Your Live Support 365 subscription is non-transferrable and you may not assign or sell your subscription to any third party. Any prohibited assignment or transfer of your Live Support 365 subscription shall be grounds for immediate termination of your Live Support 365 subscription.

You acknowledge and agree that Ascentive may use one or more third party service providers in connection with providing the Live Support 365 service.

Live Support 365 Fair Diagnosis Policy and Information, Consumer Protection Provisions and $100 Compensation Award.

The Live 365 Support Representative is an inbound sales agent who is trained to give a free Diagnosis according to company compliance standards .The Live 365 Support Representative will review various aspect of the customers computer to identify any where the computer maintenance may be falling short. After performing the diagnostic, Live 365 Support Representative will offer the customer a Live Support 365 package of trained technician services, and upon completion of a sale, transfer the customer to a trained Technician for service fulfillment including computer analysis and problem remediation if needed.

Live Support 365 Representatives are required to adhere to Fair Diagnosis policies to ensure consumer satisfaction and protection. During the Fair Diagnosis the Live 365 Support Representative may review and demonstrate potential problems with a customers computer including processes, CPU usage, and potential viruses without offering a conclusive determination of actual threats present on the customer PC. While this review and demonstration can illustrate potential risks, only a trained technician may make a determination as to the actual problems on a customer’s PC.

How Certain Are Viruses? For potential viruses, a Live 365 Support Representative cannot for certain claim a virus or infection exists or has a high likelihood of existing on a personal computer during the Fair Diagnosis. However some viruses use the names of common system processes to mask themselves and this potential risk may be explained during the Fair Diagnosis. The agent will review with and educate the customer on the potential security and malware/virus risks of observed activities on the customer’s computers such as downloads, installed applications, junk, clutter, and other signs of Internet activity. Again, the representative will review and educate the customer on potential risks of observed activity without claiming a high likelihood or certainty of a problem existing on their computer. The representative will maintain that a technician must make the final determination regarding the existence of an infection or malware on a customer’s PC.

The Live 365 Support Representative will educate the customer that viruses often display some of the symptoms below. The Live Support 365 Representative must also state that having these signs doesn't necessarily mean you have a virus but these symptoms should not be ignored. A trained technician can analyze the computer and find the cause of these problems.

SIGNS OF POTENTIAL VIRUSES:

  • Sudden onset of symptoms
  • Credit card abuse
  • Lots of pop-ups
  • Programs are automatically starting without you opening them
  • Your computer is running slow
  • Your hard disk is always running
  • Your email account is sending lots of emails you didn’t send

The customer should be made clear that these signs have other causes as well and a technician can assist in evaluating their computer. Many times a benign cause is present, but the consequences of malware can be high and a technician can assist.

Process Review, Maintaining Processes, and CPU Usage. During the Fair Diagnosis, the Live 365 Support Representative will review and discuss observed processes running on the customer’s computer, and review the processes running on the machine to demonstrate the difficulty in properly analyzing and maintaining observed processes and advantages of technician assistance. The representative will inform the customer that a trained technician will be able to make a determination on safety and usefulness of observed processes, and also illustrate potential risks with observed processes on a customer’s PC. The representative may inform the customer that specific processes observed on customer’s computer may be a masquerading virus or may be benign, and that only a trained technician is authorized to make a determination if a process is a virus, and there is no high likelihood or certainty that any particular process is a virus. The representative may not state or imply that the quantity of processes determines actual CPU usage, but may convey that all processes may be reviewed by a trained technician for security, performance, and appropriateness for the customer’s needs and usage. When referring to the quantity of processes, a Live 365 Support Representative will review with the customer the potential burden of researching each individual process. When referring to the quantity of processes the representative will review the impact of Active Processes on overall CPU Usage. The representative will also review the extent to which research is required to determine if an active process is useful or misbehaving. The representative may explain that the review and removal of any unnecessary, unwanted, or harmful processes can be a complex or tedious task which technicians can assist with, and it can be unreasonable to expect home users to do so on their own . The Representative may also state that an improperly maintained and configured anti-virus may be insufficient to find malware which may be present in the process list. The Representative may also state that while the risk of having malware may be low, the consequences of an active infection may be high, but a technician can make a determination and provide assistance. The representative may express concern that assessing and managing the security and performance of all the processes present on a customer machine, whether on an older machine or even on a brand new computer likely to be clean of problems, may be more than is convenient or likely for a customer to do on their own going forward. The representative may suggest that companion software (colloquially referred to as “bloatware”) installed by the manufacturer on a new computer or present on an older one may be impairing performance and that a technician can assist in reviewing and recommending companion software or “bloatware” for removal. The representative may ask the customer if they are prepared to analyze each process for being friendly, useful, malware, or bloatware, and that a technician can make the process review and maintenance more convenient and effective for the customer. The representative may state using an analogy that the lower the CPU usage is and closer to 0%, the more available “horsepower” there is for computer usage, and a technician can assist in analyzing any observed processor load for remediation to bring it as close to 0% as possible and reasonable for a particular PC. The Live 365 Support Representative cannot claim with certainty or high likelihood that a specific number of processes, or any particular process, running on a personal computer is harmful.

During the review Process the Live 365 Support Representative may review some or all of the following PC Care categories:

  • CPU Usage
  • Hard Drive Space
  • Memory
  • Disk Defrag
  • Startup Manager
  • Task Manager
  • AntiVirus Application
  • Backup System
  • Windows Updates
  • Drivers
  • Applications Installed

Stories and Examples. A Live 365 Support Representative may use real life examples and stories to explain how certain situations could potentially affect a personal computer’s performance and security. These stories are used to illustrate the potential risks. This does not mean that every personal computer including the current customer’s will have the same issues and be resolved in the same manner, or that there is a likelihood that those risks exist on a particular PC. A Live 365 Support Representative may identify potential threats where a technician can determine if there is a computer performance and/or security issue.

Technician Certifications. 365 Live Support Technicians are trained and certified internally by Ascentive on PC maintenance, cleanup and security prior to being allowed to take customer calls. 365 Live Support Representatives cannot imply or state that technicians are certified by any organization other than Ascentive. Ascentive does not currently offer Microsoft certified technicians, although some technicians may have been certified by Microsoft in prior employment. Ascentive is currently reviewing implementation of, but has not implemented, Microsoft MCP certification for all agents.

Please Send Any Complaints To Compliance Officer. Our goal is to ensure that every potential customer receives a Fair Diagnosis as stated in our compliance guidelines. Upon the discovery of any instance of a Live 365 Support Representative violating any provision of Ascentive’s Fair Diagnosis Policy, including claiming with certainty or high likelihood that a customer has a virus, infection, an unsafe number of processes, or has been certified by a 3rd-party organization, we ask that the customer please contact our Compliance Officer so we can review the details and take corrective action:

Ascentive LLC Compliance Officer
Ascentive LLC
50 S. 16th Street
Suite 3575
Philadelphia, PA 19102 USA

Compliance Officer
compliance@ascentive.com

Please include any details that can be used to look up your account and corresponding call recordings, including the approximate date and time of your call, the name of the Live 365 Support Representative if known, and any information about your account and experience with Ascentive.

Ascentive is committed to providing our customers with a Fair Diagnosis. We invite IT experts and regulators to reach out to our Compliance Officer to make recommendations or address any concerns you may have with our Fair Diagnosis Policy or its enforcement. Site visits to our company management and call center floor are also available upon request and can include a review of our current training scripts, policies and enforcement procedures and interviews with personnel. Please specify when you would like to visit our Philadelphia office or any of our remote locations.

$100 Complaint Award. If you are a resident of the United States or Canada, and notify us in writing using the above email address or postal address within 30 days of the call date that the Fair Diagnosis Policy was not properly followed, Ascentive, LLC will provide a $100 compensation award payable within 90 days of receipt of the complaint if the Compliance Officer determines that the policy was violated. All appropriate internal corrective action will be taken. Any complaints received later than 30 days after the call date will be investigated and corrective action taken as warranted but be uncompensated. Limit 1 award maximum per household. Residents of other countries are not eligible for award compensation.

In addition, if the complaint is received from a customer who has purchased a product or service from a non-compliant call they will receive a full refund in addition to the $100 complaint award.

LIMITATIONS OF 365 Live Support Service and Diagnosis

Although the Technician is effective at identifying and addressing many of the factors that can negatively affect computer performance and/or security, there are numerous other factors that may not be identified or addressed by the Technician. You acknowledge and agree that the Technician can not identify and address all potential factors that can negatively affect computer performance and/or security, and you further acknowledge and agree that your computer’s performance and/or security may not improve until all such factors are addressed. You acknowledge and agree that during the free diagnosis the Live 365 Support Representative may adequately demonstrate the potential existing shortfalls of your PC maintenance routine without reviewing every possible PC care step or category before offering for sale our technical support services. If you wish to review additional PC care steps or categories you may request the Live 365 Support Representative to do so. In some cases, additional Software or other measures may be necessary for your computer to attain optimal performance and/or security. The technician can inspect the customers computer, run a scan, and remove potential threats based on a database of threat definitions. You acknowledge and agree that any issues outside of this database of definitions or outside the scope of other diagnostic procedures would not be addressed or removed. Currently, Live Support 365 only supports PCs running Windows XP or newer.

END USER LICENSE AGREEMENT

All use of the Software is subject to the End-User License Agreement ("EULA") available at http://www.ascentive.com/trust/ascentive/EULA.html. By using the Software, you agree to be bound by the terms and conditions set forth in the EULA. If you do not agree with the terms and conditions of the EULA, you must not install or use the Software and you may be entitled to seek a refund during the Refund Period as stated in this Agreement. In any event, your acceptance of the EULA by clicking to agree to the EULA, or your use of the Software, shall constitute your acceptance to the terms and conditions of the EULA.

AUTOMATIC RENEWAL (other than Live Support 365 and Paid Software)

You are purchasing a license for software with Ascentive’s subscription service. Unless you terminate your subscription in accordance with this Agreement, Ascentive will automatically renew your license to use the Software at the end of the Initial Term by directly charging your credit card or debiting your debit card for the then current renewal price for the Software. Renewal payments are billed on or about the last day of the Initial Term and each anniversary thereafter until the Software License is terminated. The Renewal Term and your right to receive Software support and Software updates during the Renewal Term will be effective only after our receipt of the foregoing payment and conditioned upon the foregoing payment constituting and continuing to be valid and good funds.

If you have selected a method of payment other than credit card or debit card, your subscription will only be renewed if you provide us with a valid payment prior to the date of renewal. We will email you prior to this date to remind you to renew your account.

You agree to provide us with current, complete, and accurate information for your billing information and to promptly notify us if there is any change in your billing address and, where you have paid by credit or debit card, will promptly notify us if there is any change to your card number, or card expiration date or if your card is cancelled (for example, for loss or theft). If we are unable to charge your credit card or debit your debit card, your subscription and ability to access and use the Software may terminate without further notice to you.

To cancel the Automatic Renewal Service, call customer service at 1-800-355-3718 or go to the following link: http://www.ascentive.com/support/contact_us/auto_renewal_cancel_form/

TERMINATION (other than Live Support 365 and Paid Software)

You may terminate your subscription to use the Software and to receive Software support and updates and/or terminate the automatic renewal of your license at any time by contacting our customer support team via the contact methods specified on our website at www.ascentive.com, or via the following link: http://www.ascentive.com/support/contact_us/auto_renewal_cancel_form/. Ascentive must receive your request to terminate the automatic renewal of your license at least three (3) business days prior to the date of renewal in order for the request to be effective. Your decision to terminate your subscription to use the Software or to terminate the automatic renewal does not entitle you to a refund for amounts already paid, subject to our money-back guarantee (as set forth below).

PAID SOFTWARE NOT SOLD ON SUBSCRIPTION BASIS (other than Live Support 365)

If specified by Ascentive at the time of purchase, Ascentive may license the Software to you for a one-time charge that does not re-bill or automatically renew at any time ("Paid Software"). Upon payment of the specified purchase price for the Paid Software, Ascentive grants to you a perpetual license to use the Software, but your payment for the right to license the Paid Software does not entitle you to any updates, upgrades or new versions of the Software unless otherwise specified by Ascentive at the time of purchase. Your purchase of the Paid Software includes the right to receive support for a 12-month period from the date of purchase, and any support provided by Ascentive after that 12-month period may be provided in Ascentive's sole discretion, including on a cost basis.

TRIAL SOFTWARE

Ascentive may provide the Software to you on a trial basis, during which the Software may be limited in functionality or its use may be limited for a period of time during the trial period. At the end of the trial period you may license the Software on a subscription basis or as Paid Software (as offered by us in our sole discretion) by visiting our website at www.ascentive.com, or via purchase functionality contained in the Software.

Live Support 365 Payment

The Live Support 365 services against any plan order will be available once you have made payment for the applicable service(s). If you signed up for the installment payment plan, the first payment will start your service and subsequent payments are made thirty days following the date of the initial payment until the entire amount due under the installment payment plan has been paid.

When you purchase the Live Support 365 service, you agree to a specific price and plan term of one, two or three years. You may utilize the Live Support 365 service only on such number of computers or devices for which you have paid the applicable subscription fee.

Ascentive may immediately terminate your Live Support 365 subscription, without further notice to you, if you fail to make any required payment.  Except as set forth in the immediately following Money Back Guarantee applicable to the Live Support 365 service, any payment received by Ascentive prior to a termination of the Live Support 365 subscription for any reason shall be deemed payment for Ascentive providing the Live Support 365 service to you up to the applicable date of termination, and no refund shall be due or owed to you.

MONEY BACK GUARANTEE

Ascentive Live Support Service:

Ascentive will issue you a full refund for amounts actually received by Ascentive from you for your Live Support 365 subscription if Ascentive attempts, but fails, to resolve at least one issue identified by Ascentive within the first 10 days of your Live Support 365 subscription or during the initial Live Support 365 free diagnosis. Not all issues identified by Ascentive will necessarily impact your computer or device performance, security or stability and your results may vary dependent on what is actually limiting a particular computer or device. Beginning 10 days after your purchase of the Live Support 365 subscription, the Live Support 365 subscription is non-refundable. If you have elected to pay for Live Support 365 services by means of an installment payment plan, you are responsible for any and all subsequent payment installments until the entire amount of your Live Support 365 subscription fee has been paid in full to Ascentive. If one or more issues identified by Ascentive are resolved, your Live Support 365 subscription is non-cancellable and no fees will be refundable to you. In order to qualify for a Live Support 365 refund:

You must have allowed Ascentive access to your computer or device as provided herein and as otherwise requested by Ascentive to perform diagnostics and problem mitigation. Our process is to escalate difficult cases through our technician expertise levels, which may mean that you will need to have several diagnostic sessions to ultimately solve your computer or device problem; and

You must have followed recommendations prescribed by Ascentive personnel, or allowed Ascentive personnel to perform required operations, including; installation of appropriate software and required updates, adjusting of settings, the deletion of suspicious files; and

Ascentive was either (1) not able to identify an issue with your computer, device or software, or (2) unable to correct or mitigate an issue Ascentive identified on your computer, device or software. Not all issues identified by Ascentive will necessarily impact your computer or device performance, security or stability and your results may vary dependent on what is actually limiting a particular computer or device.

Ascentive Software:

If for any reason you are not happy with your Software purchase, simply contact our friendly consultants via the contact methods specified on our website at www.ascentive.com within 30 days of the date of initial purchase of the Software, or within 60 days of the date of renewal (the "Refund Period"), and we will happily refund the purchase price or renewal price, as applicable. The Refund Period commences from the date and time of purchase (or renewal) as indicated on the receipt provided to you by us or our billing provider at the time of purchase. Refunds apply to subscription or license fees only and there will be no refund for conversion of Paid Software to a subscription. No refund will be issued for shipping and handling, Extended Download Service (EDS), activation fees, CD-ROM purchase, or any other charges outside of base license fees for the Software.

§ You may request a refund at any time during the applicable Refund Period by contacting us via the contact methods specified on our website at www.ascentive.com. Any refund request received outside of the applicable Refund Period may be denied in our sole discretion. We accept no responsibility for any late refund request that is not received by us (due to any reason whatsoever) during the applicable Refund Period.

§ Upon submitting a refund request, you will receive a confirmation message (via email or other means). It is your responsibility to retain a copy of this confirmation message. If you do not receive a confirmation message within 72 hours of submittal of your refund request, it is your responsibility to notify us that you did not receive a confirmation message.

§ Once the refund is processed by us, it may take up to one week or longer for the refund to be credited back to your account. You should contact us if you do not receive your refund within 60 days of your request.

§ We may choose to pay your refund using the same method of payment which you used to purchase the Software (for example, by crediting your credit card).

In order to qualify for a refund of Paid Software, all CDs or other media containing the Paid Software must be returned to Ascentive prior to the expiration of the Refund Period. If you do not return all CDs or other media containing the Paid Software, Ascentive will charge you for the first year's fee for subscription-based Software or will invalidate your eligibility for a refund on Paid Software, in Ascentive's sole discretion.

Ascentive Live Support 365:

Ascentive will issue you a full refund for amounts actually received by Ascentive from you for your Live Support 365 subscription if Ascentive attempts, but fails, to resolve at least one issue identified by Ascentive within the first 10 days of your Live Support 365 subscription or during the initial Live Support 365 free diagnosis. Not all issues identified by Ascentive will necessarily impact your computer or device performance, security or stability and your results may vary dependent on what is actually limiting a particular computer or device. Beginning 10 days after your purchase of the Live Support 365 subscription, the Live Support 365 subscription is non-refundable.  If you have elected to pay for Live Support 365 services by means of an installment payment plan, you are responsible for any and all subsequent payment installments until the entire amount of your Live Support 365 subscription fee has been paid in full to Ascentive. If one or more issues identified by Ascentive are resolved, your Live Support 365 subscription is non-cancellable and no fees will be refundable to you. In order to qualify for a Live Support 365 refund:

You must have allowed Ascentive access to your computer or device as provided herein and as otherwise requested by Ascentive to perform diagnostics and problem mitigation. Our process is to escalate difficult cases through our technician expertise levels, which may mean that you will need to have several diagnostic sessions to ultimately solve your computer or device problem; and

You must have followed recommendations prescribed by Ascentive personnel, or allowed Ascentive personnel to perform required operations, including; installation of appropriate software and required updates, adjusting of settings, the deletion of suspicious files; and

Ascentive was either (1) not able to identify an issue with your computer, device or software, or (2) unable to correct or mitigate an issue Ascentive identified on your computer, device or software.  Not all issues identified by Ascentive will necessarily impact your computer or device performance, security or stability and your results may vary dependent on what is actually limiting a particular computer or device.

 

SOFTWARE REPLACEMENT

All Software may be replaced and re-downloaded free of charge from our website within 30 days from the time of purchase (and not from the time of download or otherwise) (the "Replacement Period"). If you purchase our Extended Download Service (EDS), the Replacement Period will be extended to 12 months from the time of purchase. Replacement Software will only be made available for the same product and product version that you originally purchased. Replacements do not include Software upgrades or other versions of the Software. If following the end of the Replacement Period, you desire to replace your Software, you may be required to repurchase the Software at the then current purchase price. With respect to Software for mobile devices, you may have additional download availability on a free-of-charge basis.

FRAUD AND CHARGEBACKS

You agree to promptly report all fraud and misuse of your credit or debit card that is used to purchase any Software from us. You also agree that any disputes concerning billing, delivery, or service quality will be addressed and investigated through us. Any charges disputed with your issuing bank or financial institution without first contacting Ascentive for resolution may be construed as an attempt to defraud Ascentive. Liquidated damages up to $500 per occurrence may be assessed by Ascentive, in its sole discretion, against any individual who fraudulently obtains a subscription, services, Software, or whose transaction later results in a chargeback to an account. You agree that the liquidated damage amount above is reasonable, does not constitute a penalty, and is being established due to the difficulties and inconvenience associated with attempting to establish the exact amount of loss which may be sustained by Ascentive due to excessive chargebacks to an account. You agree to indemnify and hold Ascentive harmless from any and all claims, fines or other damages imposed by any credit card company or other entity due to chargebacks which are the result of your fraudulent actions.

If a chargeback is received, we may discontinue any or all services associated with your account and discontinue your license to use the Software regardless of the amount or the specific purchase disputed. Ascentive may deny any or all future orders from you due to a chargeback history associated with your Ascentive account. If you have any questions or concerns regarding an Ascentive purchase or charges listed on your account or billing statement, please contact us immediately to review your account.

Claiming a charge as fraudulent to avoid payment for the Software or your subscription is illegal and may be reported by us to your credit card company, the issuing bank and/or any other appropriate authorities. For any chargebacks submitted by you as fraudulent, we will require a copy of a filed police report and documentary evidence from your credit card company stating that the charge was fraudulent and that your credit card and/or credit card numbers were stolen or otherwise falsely obtained and used. Failure to provide this information may result in us disputing the chargeback. Any chargebacks instigated as a result of fraudulent activity will be investigated by us and the results of our investigation may be brought to the attention of the appropriate authorities.

We may dispute, through your credit card company or otherwise, any chargebacks that are issued for reasons that we deem as non-fraudulent and/or if we believe that we provided you with proper services and support. It is your responsibility to notify us of any problems you have with your Software or services immediately. If your credit card company declines a chargeback reversal request, we may at our discretion refer your account to a third party collection agent in the event of default and/or suspend or cancel your license to use the Software. You agree to pay all costs incurred in the enforcement of the terms and conditions of this Agreement and/or the EULA against you and in collection of any unpaid or overdue amounts due, including bank fees, reasonable attorneys' fees and any other costs.

Some Software for mobile devices may be purchased through a third party, in which case the terms and conditions provided by, or otherwise applicable to, such third party shall also apply.

USERNAME AND PASSWORD

Use of certain Software is conditioned upon you having a valid Ascentive username and password, which may be obtained during initial registration of the Software. You may also obtain a username and password (or change your password) via functionality in the Software or via our customer support team.

PRIVACY

In the course of your purchase and/or use of the Software, you will be required to supply us with certain of your personal information and payment details (such as credit or debit card details). We will use and manage this information in accordance with our Privacy Policy, a copy of which can be found at http://www.ascentive.com/trust/ascentive/. By purchasing the Software, you consent to our use of your personal information and payment information in accordance with our Privacy Policy, as may be revised from time to time.

OUTSTANDING BALANCES

If money is owed by you to us on any account whatsoever (including, but not limited to, for the renewal of a subscription), we will attempt to charge your credit or debit card for the balance owed. If payment cannot be obtained then we may, at our discretion, suspend or cancel your license to use the Software and/or receive support and updates until such time as payment is made.

NON-UNITED STATES PURCHASERS

If you are not a resident of the United States or located in the United States at the time of your purchase, your purchase may be processed by an external billing provider on our behalf. As part of your purchase you may be required to agree to additional terms and conditions of the billing provider. You may also see the billing provider's details on your credit card or debit card statement as the relevant vendor of the Software.

LINKS & SHORTCUTS TO OTHER ASCENTIVE SOFTWARE

The Software may include links or recommendations for other Ascentive products that would complement your current purchase. If you decide to activate an account and provide us with your email address, you will be automatically subscribed to receive Ascentive's periodic newsletters, promotional materials and notices in the form of html emails, which include information on Software updates, discount offers, and new Software releases. If you do not desire to receive these newsletters, materials and notices, you can remove your name from our mailing list by the unsubscribe process detailed at the bottom of each email or by contacting Ascentive via our web site at www.ascentive.com and requesting to be removed from the list. Ascentive does not sell or trade customer information. Any customer contact information is kept private in accordance with our Privacy Policy located at http://www.ascentive.com/trust/ascentive/, and never sold to a third party for marketing purposes.

ASCENTIVE PERFORMANCE CENTER

The Software may include and automatically install on your computer an additional software program called "Ascentive Performance Center", which allows you to manage multiple Ascentive Software products from one convenient window. Ascentive Performance Center can be uninstalled at any time without affecting the functionality of the original downloaded Ascentive Software.

NOTIFICATIONS & UNINSTALL OF SOFTWARE

The Software may include notifications and pop-up messages to alert you when you should scan or fix certain errors. These notifications can be turned off in the "Settings" screen of the Software. All Ascentive Software can be uninstalled by navigating to the Add/Remove Programs function in the Windows operating system and selecting the program you desire to remove.

THIRD PARTY ANALYTICS IN SOFTWARE FOR MOBILE DEVICES

Software for mobile devices may include additional software and/or functionality for to report to Ascentive and/or one or more third parties certain analytical data regarding your use of the applicable Software (collectively, “Analytical Data”).  Analytical Data is subject to Ascentive’s Privacy Policy at http://www.ascentive.com/trust/ascentive.

LIMITATIONS OF THE SOFTWARE

Although the Software is effective at identifying and addressing many of the factors that can negatively affect computer or mobile device performance and/or security, there are numerous other factors that may not be identified or addressed by the Software. You acknowledge and agree that the Software does not identify and address all potential factors that can negatively affect computer or mobile device performance and/or security, and you further acknowledge and agree that your computer's or mobile device’s performance and/or security may not improve until all such factors are addressed. In some cases, additional Software or other measures may be necessary for your computer or mobile device to attain optimal performance and/or security. For help in analyzing these issues, please contact our customer support team. If you are not satisfied with the effect of the Software on your computer's or mobile device’s performance or security, you may seek a refund during the Refund Period as stated in this Agreement. Not all Software is designed to address both performance and security issues, and you should refer to the documentation for the applicable Software to determine the applicable functionality.

PC SpeedScan & FinallyFast: Scans conducted with this software may detect computer errors that occur as a natural consequence of routine use of the Microsoft Windows Operating System. In some instances, these errors may be harmless and will not affect the performance or operation of the computer system. Certain computer errors may consistently reappear and thus will be repeatedly detected by the software.

PC Scan & Sweep: Scans conducted with this software may detect files that are harmless, the presence of which will not affect the performance, operation, or privacy of your computer system.

ActiveSpeed: Scans conducted with this software detect Internet configuration settings. By default, the Microsoft Windows Operating System sets the values for these configuration settings. The software may suggest that optimization is required, even though default configuration settings are in place.

The Software may identify and label certain threats to your computer's or mobile device’s performance and/or security as "severe" or otherwise categorize the potential threats identified in your computer or mobile device. These labels are intended to convey the potential harm of a particular threat but may not accurately reflect your personal requirements for computer or mobile device speed and/or security. The Software may even identify potential threats in a brand new computer, operating system or mobile device. You acknowledge that it is your responsibility to further research the potential threats identified by the Software and to independently determine your own level of tolerance for these potential threats. In addition, the Software may occasionally identify for deletion certain items and files that may be critical for your system, hardware, and/or software to run. The Software will provide you with an opportunity to review these items and files prior to deletion. You acknowledge that it is your responsibility to verify the items and files identified for deletion and select only those items and files that you wish to delete. Ascentive is not responsible for any system failure, data loss, or any other loss due to removal of system critical items. If you are unsure whether an item should or should not be deleted, please contact your computer or mobile device manufacturer for more information.

To uninstall this Software, please use the application manager provided with your operating system or consult your computer, mobile device or operating system manual for reference.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

You hereby acknowledge that the Software cannot be guaranteed to be error-free or free of any defects. In particular, we do not guarantee that the Software will detect and/or remove all malicious software, recover all data, rectify all errors, or otherwise identify and/or address all potential factors that can negatively affect the performance and security of your system or mobile device.

Apart from any warranties that are implied by law and that we cannot lawfully exclude ("Legally Implied Warranties"), we provide no warranties in relation to the Software, including, but not limited to, warranties as to merchantability, non-infringement or the performance or fitness for purpose of the Software (other than as set out in this Agreement). To the extent possible, we also exclude the Legally Implied Warranties.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT, OR OTHERWISE, WILL WE OR OUR SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOSS OF DATA, ECONOMIC LOSS, DAMAGES FOR WORK STOPPAGE, COMPUTER OR MOBILE DEVICE FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES.

The maximum liability we will have to you in relation to any breach of this Agreement, any breach of the EULA, the supply of defective Software, any assertion of negligence by us, or in relation to any other matter concerning our Software will be the amount of the purchase price of the Software (pro-rated for any use of the Software by you prior to the date of breach, the supply of defective Software, or the assertion of negligence by us) or the price to replace any defective Software (as determined in our sole and absolute discretion). In no event will we be liable for any damages in excess of the foregoing liability cap or for any claim by any third party, even if we may have been informed of the possibility of such damages.

You acknowledge that you have exercised your independent judgment in acquiring the Software and have not relied upon any representations made by us which have not been stated expressly in this Agreement or upon any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by us.

CLASS ACTION WAIVER AND ARBITRATION

THIS CLASS ACTION WAIVER AND ARBITRATION SECTION PROVIDES THAT ANY DISPUTE ARISING FROM THIS AGREEMENT MAY BE RESOLVED BY BINDING ARBITRATION, WHICH REPLACES THE RIGHT TO GO TO COURT. THIS SECTION PROHIBITS YOU FROM BRINGING A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURT, INCLUDING IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION, AND PROHIBITS YOU FROM BRINGING ANY CLAIM IN ARBITRATION AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. IN ADDITION, THIS CLASS ACTION WAIVER AND ARBITRATION SECTION PROHIBITS YOUR ABILITY TO BE PART OF ANY CLASS ACTION OR OTHER REPRESENTATIVE ACTION BROUGHT BY ANYONE ELSE, AND PROHIBITS YOUR ABILITY TO BE REPRESENTED IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. IF NOT FOR THIS CLASS ACTION WAIVER AND ARBITRATION SECTION, YOU MAY HAVE OTHERWISE HAD A RIGHT TO PARTICIPATE OR BE REPRESENTED IN A CASE FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS AND OTHER REPRESENTATIVE ACTIONS) AND YOU AND WE MAY OTHERWISE HAVE HAD A RIGHT TO BRING CLAIMS IN A COURT BEFORE A JUDGE OR JURY. EXCEPT AS OTHERWISE PROVIDED BELOW, YOU WAIVE ANY OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO A COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL A DECISION.

You acknowledge and agree that this Class Action Waiver And Arbitration Section and the agreements contained herein are made pursuant to a transaction that involves interstate commerce, and shall be governed by, and be enforceable under, the Federal Arbitration Act (the "FAA") (9 U.S.C. §1 et seq.) as it may be amended from time to time. The circumstances and procedures under which Claims (as defined below) may be resolved by arbitration instead of in court are set forth herein. For the purposes of this Class Action Waiver And Arbitration Section, “we,” “us” and “Ascentive” means Ascentive LLC, including any parent, subsidiaries, affiliates, licensees, predecessors, successors, or assigns, and all of their officers, directors, employees, agents, and assigns.

For the purposes of this Class Action Waiver And Arbitration Section, a "Claim" shall be any claim, dispute or controversy brought by either you or us against the other or against the employees, parents, subsidiaries, affiliates, beneficiaries, agents or assigns of the other and arising from or relating in any way to this Agreement, the EULA, the Terms of Use on the web site of Ascentive ("Terms of Use"), or otherwise related to the Software or services purchased or obtained by you from us or any partner or retailer Subject to the provisions of this Class Action Waiver And Arbitration Section, either party hereto may elect to pursue mandatory binding arbitration with respect to any Claim. A party who initiates a proceeding in court may elect arbitration with respect to any such Claims advanced in the lawsuit by any party or parties. This Class Action Waiver And Arbitration Section governs all Claims, whether based in law, common law, tort, contract, status, regulation, ordinance, constitutional provision, or any other legal theory of law, including respondeat superior, or any other legal or equitable ground. In addition, this Class Action Waiver And Arbitration Section governs whether or not such Claims seek as remedies declaratory relief, equitable relief, money damages, penalties or injunctions. For the purposes of this Class Action Waiver And Arbitration Section, the term Claim is to be given the broadest possible meaning, including counterclaims, cross claims, third party claims, interpleaders or otherwise. Any claim, dispute or controversy regarding the applicability of this Class Action Waiver And Arbitration Section or the validity of any or all of this Agreement, the EULA or the Terms of Use or any prior Software Purchase Agreement, EULA or Terms of Use are also Claims for the purposes of this Class Action Waiver And Arbitration Section.

Notwithstanding anything herein to the contrary, you retain the right to pursue any Claim in a small claims court and proceed on an individual basis for any such Claim that is within the court's jurisdiction. Arbitration of Claims will be conducted as an individual action. Neither party agrees to any arbitration on a class or representative basis and the arbitrator shall not have authority to proceed with any arbitration on a class or representative basis. Even if a class action lawsuit or other representative action is filed, including in the form of a private attorney general action, any Claim between you and us related to such lawsuits will be subject to an individual arbitration claim if so elected by either you or us. Arbitration proceedings with respect to separate Claims will not be consolidated without the consent of all parties. Only those Claims that are (1) brought by us against you, or your heirs or your trustee in bankruptcy or (2) brought by you, or your heirs or your trustee in bankruptcy against us, may be joined in an individual action under this Class Action Waiver And Arbitration Section.

A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice") describing (a) the nature and basis of the Claim or dispute; and (b) the specific relief sought (“Demand”).  The Notice to Ascentive should be addressed to: Dispute Resolution Agent, Ascentive LLC, 50 S. 16th Street Suite 3575 Philadelphia, PA 19102 USA ("Notice Address").  You must notify us of any Claim brought by you within 100 days of the event or events giving rise to such Claim or you will have waived your right to bring such Claim or to participate in any legal action relating to such Claim.  If Ascentive and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Ascentive may commence an arbitration proceeding. The amount of any settlement offer made by Ascentive or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Ascentive is entitled.  After Ascentive receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee required by the arbitration administrator, unless your Claim is for greater than $75,000.

 

The party filing a Claim in arbitration must choose one of the following two arbitration administrators: American Arbitration Association; or JAMS/Endispute ("JAMS"), both of which are independent from us. Any arbitration will be conducted under the rules of the selected arbitration administrator by an impartial third party chosen in accordance with the rules of the selected arbitration administrator and as provided herein. Arbitration hearings will be held at a place chosen by the arbitrator or arbitration administrator within the federal judicial district in which you reside at the time the Claim is filed or at some other place as agreed by the parties in writing. If your Claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing as established by the rules of the arbitration administrator.  Copies of the current rules of the arbitration administrators named above, and well as information about arbitration and arbitration fees, and instructions for initiating arbitration may be obtained by using the following contact information:

 

American Arbitration Association
1633 Broadway, 10th Floor, New York, NY 10019
Web site: www.adr.org
Telephone: 800-778-7879


JAMS
1920 Main Street, Suite 300, Irvine, CA 92614
Web site: www.jamsadr.com
Telephone: 800-352-5267

 

Claims will be resolved by a single, neutral arbitrator, who will be either a lawyer with at least ten years experience or a retired or former judge. The applicable procedures and rules of the arbitration administrator that are in effect on the date the arbitration is filed will govern the arbitration unless those procedures and rules are inconsistent with this Class Action Waiver And Arbitration Section, in which case the procedures and rules of this Class Action Waiver And Arbitration Section will prevail. The procedures and rules of arbitration may limit the amount of discovery available to you or us in the proceeding. Applicable substantive law consistent with the FAA and applicable statutes of limitations will be applied, and the arbitrator will honor claims of privilege recognized at law. At your discretion, you may have a hearing and be represented by counsel. Reasonable steps will be taken by the arbitrator to protect customer information and other confidential information, and the arbitrator may use protective orders to prohibit disclosure outside the arbitration if requested to do so by either party. The arbitrator will have the power to award to a party any damages or other relief provided for under applicable law, this Agreement, the EULA and Terms of Use. The arbitrator will not have the power to award relief to, against, or for the benefit of any person who is not a party to the proceeding. The arbitrator may award punitive damages or attorneys fees if the law, this Agreement, the EULA and/or the Terms of Use authorizes such relief. Any award made by the arbitrator will be evidenced in writing by the arbitrator, but the arbitrator is not required to provide a statement of reasons unless requested by a party.

Except as otherwise provided for herein, Ascentive will pay all filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice requirements above. If, however, the arbitrator finds that either the substance of your Claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the rules of the arbitration administrator. In such case, you agree to reimburse us for all monies previously disbursed by us that are otherwise your obligation to pay under the rules of the arbitration administrator. In addition, if you initiate an arbitration in which you seek more than $75,000 in damages, the payment of these fees will be governed by the rules of the arbitration administrator.

If, after finding in your favor in any respect on the merits of your Claim, the arbitrator issues you an award that is greater than the value of Ascentive's last written settlement offer made before an arbitrator was selected, then Ascentive will:

  • pay you the amount of the award or $10,000 ("the alternative payment"), whichever is greater; and
  • pay your attorney, if any, twice the amount of attorneys' fees, and reimburse any expenses (including expert witness fees and costs) that your attorney reasonably accrues for investigating, preparing, and pursuing your claim in arbitration ("the attorney premium").

If Ascentive did not make a written offer to settle the dispute before an arbitrator was selected, you and your attorney will be entitled to receive the alternative payment and the attorney premium, respectively, if the arbitrator awards you any relief on the merits. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

Any failure or other delay by either party in enforcing this Class Action Waiver And Arbitration Section at any time, or in connection with any particular Claims, will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other Claims. Decisions rendered in arbitration proceedings will be final and binding on the parties. There shall be no appeal from arbitration decisions other than for arbitrator bias, fraud or misconduct and any award granted in arbitration will be enforceable by any court having jurisdiction as provided by the FAA and/or other applicable law.

This Class Action Waiver And Arbitration Section shall survive: (i) termination of, or changes in, this Agreement, the EULA or the Terms of Use and any relationship between you and us; (ii) the bankruptcy of any party or any other similar proceeding initiated by you or on your behalf; and (iii) payment in full of any debt by you or by a third party. Should any portion of this Class Action Waiver And Arbitration Section be deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.  Notwithstanding any provision in this Agreement to the contrary, we agree that if we makes any future change to this Class Action Waiver And Arbitration Section (other than a change to the Notice Address), you may reject any such change by sending us written notice within 30 days of the change. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Class Action Waiver And Arbitration Section.

GOVERNING LAW AND JURISDICTION

Any and all claims relating to this Agreement, the Software or any services provided by us will be construed in accordance with and will be governed by the laws in force in the Commonwealth of Pennsylvania, United States of America. Subject to the provisions of the Class Action Waiver And Arbitration Section set forth above, you irrevocably submit to and accept the exclusive jurisdiction of the Courts of the Commonwealth of Pennsylvania.