GENERAL: Computer Expert Group, LLC, d/b/a CEGsoft ("CEGSOFT"), offers you, the user (“you” or “User”) access to this website located at http://cegsoft.com (the “Site”) based strictly on the terms set forth and agreed by you in these Terms and Conditions of Use and in CEGSOFT´s Privacy Policy (the Terms and Conditions of Use, and the Privacy Policy, collectively referred herein as the “Terms” or the “Agreement”). By visiting, using and registering in the Site, logging in or out of the Site, making any purchases, and/or using any social networking capabilities through the Site (individually and collectively referred to herein as the “Service”) you are accepting and agreeing to be bound by each of the Terms set forth herein. CEGSOFT may discontinue or modify these Terms at any time and without notice as it deems necessary or appropriate. Any amendments to the Terms set forth herein are effective upon being posted. You should, therefore, review these Terms from time to time. Your access and use of the Site and/or the Service after the effective date of any amendment to the Terms means that you have accepted such amendment and constitutes your agreement to be bound by the then current Terms.
You may only use the Service in accordance with these Terms, as well as any additional terms that may be presented in connection with any particular feature or function of the Service from time to time.
CEGSOFT shall be entitled to rely on your representations under the Site. CEGSOFT will not be subject and will not accept any claims from any parties claiming that they did not authorize the furnishing, delivery and/or receipt of any information or Service, whether or not through the Site. Accordingly, you are the sole responsible for your use of the Service, and for any consequences under these Terms.
This Site provides an interactive online service operated by CEGSOFT, which allows Users to purchase tax preparation and filing software solutions for individuals and businesses. As part of your use of the Service, you are required to create an account in order to make any purchases, view your past purchases, obtain quotes, and others. You must provide CEGSOFT with accurate, complete and updated registration information when creating your account and keep your account information current at all times. For more information about our collection of personal information, please view our Privacy Policy.
The right to use this Site is personal to User and is not transferable to any other person or entity. User shall be responsible for protecting the confidentiality of User’s password(s) and secret phrases, if any. User acknowledges that, although the Internet is often a secure environment, sometimes there are interruptions in service or events that are beyond the control of CEGSOFT, and CEGSOFT shall not be responsible for any data lost while transmitting information on the Internet. While CEGSOFT´s objective is to make the Site accessible 24 hours per day, 7 days per week, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of the control of CEGSOFT, access to the Site may be interrupted, suspended or terminated from time to time.
CEGSOFT shall have the right at any time to change or discontinue any aspect or feature of the Site, including, but not limited to, content, hours of availability and equipment needed or requirements for access or use. Further, CEGSOFT may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.
EXTERNAL SITES: As a convenience to you, the Site, the Service, electronic communications delivering content and electronic versions of products or services may contain links to External Sites (the “External Sites”) that are owned and/or operated by a third-party. By offering you these External Sites, CEGSOFT is not endorsing any of them and CEGSOFT has no responsibility or liability, directly or indirectly, for such External Sites, including without limitation, for their content. You access linked sites at your own risk.
PROHIBITED ACTIVITIES: The following activities shall be prohibited when using any of the Services offered in the Site, including but not limited to, any social networking capabilities such as discussion boards, comments posts and others that may be added to the Site from time to time:
Any conduct by a User that in CEGSOFT´s exclusive discretion restricts or inhibits any other User from using or enjoying this Site and/or any of the External Sites is strictly prohibited. User shall not use this Site or any of the External Sites to advertise or perform any solicitation, including, but not limited to, the solicitation of Users of this Site and/or the External Sites to become Users of other online or offline services directly or indirectly competitive or potentially competitive with CEGSOFT.
If you breach or infringe, or CEGSOFT reasonably suspects that you may have breached or infringed any of the Terms of this section, or any other clauses, representations, and covenants of these Terms, CEGSOFT may, in its sole discretion, suspend, cancel, and/or terminate your account and/or access to the Site and/or the Service or any part thereof with or without previous notice to you. Also, to the extent CEGSOFT reasonably suspects a User has engaged in fraudulent, abusive, manipulative or illegal activities, such User may be referred to the appropriate law enforcement agencies. CEGSOFT may, in its sole discretion, terminate these Terms or suspend, cancel or terminate any right or license granted in these Terms, your Service account and/or the Service or any part thereof for any or no reason with or without notice to You. This includes, but is not limited to, circumstances in which CEGSOFT may have reasonable grounds to suspect that the information provided by you in creating your account is untrue, inaccurate, not current, or incomplete.
You understand and agree that any unauthorized use of the Site or the Service will result in irreparable injury to CEGSOFT, its affiliates and/or their business partners, and/or licensors, if any, for which monetary compensation would be inadequate, and in such event and/or in a breach of these Terms, CEGSOFT, its affiliates and/or their business partners, and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this paragraph or elsewhere in these Terms shall be construed as to limit remedies or relief available pursuant to statutory or other claims that CEGSOFT, its affiliates and/or their business partners, and/or licensors, if any, may have under other clauses of these Terms or under separate legal authority, including but not limited to, any claim for intellectual property infringement.
COPYRIGHT & TRADEMARKS: The CEGSOFT name and logo, “CEGpass” name and logo, “Expert PR Taxes” name and logo, “Tax Mania” name and logo, the Service, as well as all the content included in the Site and the External Sites, including without limitation the text, graphics, other logos, icons, screens and configurations, photographs, audio and video clips, music and sound, picture images, website architecture, format, layout and data structures, product names, logos, commercial symbols, trade names and slogans are the EXCLUSIVE property of CEGSOFT or its licensors (or is a nominative use of trademark) and are protected by United States and international copyright and trademark laws. All software used in the Service and in this Site is the property of CEGSOFT or its software suppliers, if any, and is also protected by United States’ and international copyright laws. You do not acquire any ownership rights by agreeing, accepting or consenting to these Terms. You do not acquire any ownership rights by printing or downloading any information or using the Site and/or the Service. Any use of the content or software of the Service or the Site other than for the express Service provided is strictly prohibited, including without limitation REPRODUCING, MODIFYING, DISTRIBUTING, TRANSMITTING, REPLICATING OR PUBLIC EXHIBITION, CREATING DERIVATIVE WORKS, COPYING, POSTING, LINKING, OR OTHERWISE MODIFYING OF THIS SITE OR ANY OF THE EXTERNAL SITES. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject User to civil and/or criminal penalties.
LICENSE & RIGHTS GRANTED: Subject to these Terms, CEGSOFT grants you a limited, non-exclusive, non-transferable, non-assignable and revocable right to a limited use of the Site for the purposes stated in these Terms in order to access and observe through an Internet browser its content, if available and provided by CEGSOFT, and to use the limited functionalities of the Site such as registration, logging in and out, and purchasing as may be provided, changed and limited by CEGSOFT from time to time. These Terms do not supersede or modify in any way, and are not superseded or modified in any way, by the terms of any Master License Agreement or similar agreement between you and CEGSOFT with respect to the licensing of a particular CEGSOFT software or product. This Agreement and any such Master License Agreement or similar agreement shall remain independent documents.
You grant CEGSOFT a transferable, assignable, royalty free, perpetual, irrevocable right to use, reproduce, modify, adapt, publish, edit, translate and distribute, in whole or in part, any information, content, communications, comments, messages, information or material you may supply to the Site (the “User Generated Content”) including, but not limited to, the use of the information to provide you products or services and to execute any appropriate charges as further explained in these Terms. CEGSOFT may assign the Terms and its rights that arise hereunder. You may not assign your rights under these Terms.
By posting User Generated Content on or through this Site or any External Sites, User shall be deemed to have granted to CEGSOFT a royalty-free, perpetual, irrevocable, world-wide, non-exclusive license to use, reproduce, modify, adapt, publish, edit, translate, distribute, perform, and display the User Generated Content alone, or as part of other derivative works, in any form, media, or technology whether now known or hereafter developed without territorial or time limitations; to use such User Generated Content for promotions, advertising, market research or any other lawful purpose; and to sublicense such rights through multiple tiers of sublicensees.
NO WARRANTY & RELEASE: THE SITE AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PARTS THEREOF, ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTIES WHATSOEVER AND THE USE OF THE SITE AND/OR THE SERVICE, INCLUDING WITHOUT LIMITATION ANY AND ALL PARTS THEREOF, IS ENTIRELY AT YOUR OWN RISK.
CEGSOFT AND ITS OFFICERS, DIRECTORS, OWNERS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, AND AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE AND THE SERVICE, THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED IN THE SITE AND THE SERVICE, WARRANTIES OF THIRD PARTY MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE STATUTORY WARRANTY AGAINST NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND WILL NOT BE LIABLE OR RESPONSIBLE FOR THE CHARACTER, QUALITY PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PRODUCT ACQUIRED BY YOU OR ON YOUR BEHALF FROM CEGSOFT. WARRANTY COVERAGE FOR A PRODUCT, IF ANY, WILL BE LIMITED TO SUCH WARRANTY OFFERED BY CEGSOFT, IF ANY, ON A SEPARATE SOFTWARE LICENSING AGREEMENT, OR OTHER SIMILAR AGREEMENT.
THERE IS NO WARRANTY THAT THE SERVICE OR THE SITE WILL MEET YOUR REQUIREMENTS OR THAT YOUR ACCESS TO THE SAME WILL BE UNINTERRUPTED OR VIRUS OR ERROR-FREE. CEGSOFT AND/OR CEGSOFT’S ENTITIES, AS APPLICABLE, DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE OR THE SITE WITH RESPECT TO PERFORMANCE, ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, SECURITY CAPABILITY, OPERABILITY, AVAILABILITY OF INFORMATION OR MATERIAL, CURRENTNESS OR OTHERWISE AND ARE NOT RESPONSIBLE FOR UNAVAILABLE NETWORK CONNECTIONS, FAILED OR INCOMPLETE OR DELAYED COMPUTER TRANSMISSIONS, ONLINE FAILURES, HARDWARE OR SOFTWARE OR OTHER TECHNICAL MALFUNCTIONS OR DISTURBANCES, OR ANY OTHER COMMUNICATIONS FAILURES OR CIRCUMSTANCES AFFECTING, DISRUPTING OR CORRUPTING THE CEGSOFT SERVICE IN ANY MANNER INCLUDING WITHOUT LIMITATION THE USER’S ABILITY TO RECEIVE NOTIFICATIONS, PURCHASE ITEMS OR ANY OTHER FUNCTION OF THE CEGSOFT SERVICES AND SITE. YOU WILL NOT HOLD CEGSOFT AND/OR CEGSOFT´S ENTITIES, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING THE SERVICE OR USING THE SERVICE, AND/OR THE SITE INCLUDING, BUT NOT LIMITED TO, ANY INFECTIONS OR CONTAMINATIONS OF THE DEVICES YOU USE TO ACCESS THE SAME OR TO TRANSFER INFORMATION OR DATA THAT MAY RESULT FROM THAT USE. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY CEGSOFT AND ITS OFFICERS, DIRECTORS, OWNERS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, OR AFFILIATES, THIRD PARTY MERCHANTS OR BUSINESS PARTNERS, WILL CREATE A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. CEGSOFT IS NOT RESPONSIBLE TO YOU FOR ANY CONTENT PROVIDED THROUGH THE SERVICE OR FOR ANY DOWNLOAD OR CONTENT YOU FIND OBJECTIONABLE.
CEGSOFT HAS NO CONTROL OVER THE INTERNET AND CANNOT PREVENT THE INTERCEPTION OF MESSAGES BY UNAUTHORIZED PARTIES OR GUARANTEE THAT SUCH UNAUTHORIZED PARTIES MAY NOT BE ABLE TO DECRYPT ENCRYPTED MESSAGES. ACCORDINGLY, UNDER NO CIRCUMSTANCES WILL CEGSOFT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED BY ANY USER AS THE RESULT OF UNAUTHORIZED INTERCEPTION OR DECRYPTION OF INFORMATION TRANSMITTED TO OR BY CEGSOFT. USERS MUST IMMEDIATELY NOTIFY CEGSOFT OF ANY KNOWN OR SUSPECTED UNAUTHORIZED USE OF A USER’S ACCOUNT OR ANY KNOWN OR SUSPECTED BREACH OF SECURITY, INCLUDING LOSS, THEFT, OR UNAUTHORIZED DISCLOSURE OF A USER’S PASSWORD.
CEGSOFT WILL NOT BE LIABLE FOR ANY ALLEGED CLAIM OF COPYRIGHT OR TRADEMARK INFRINGEMENT RESULTING OUT OF THE USE OF THE MATERIAL POSTED ON THE SITE BY USERS.
UNDER NO CIRCUMSTANCE SHALL CEGSOFT OR ITS OFFICERS, DIRECTORS, OWNERS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, BUSINESS PARTNERS, EMPLOYEES, AGENTS, AND AFFILIATES, AS APPLICABLE, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE AND/OR THE SITE, EVEN IF CEGSOFT AND/OR ITS OFFICERS, DIRECTORS, OWNERS, REPRESENTATIVES, BUSINESS PARTNERS, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS AND AFFILIATES, AS APPLICABLE, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RELEASE: YOU HEREBY RELEASE AND FOREVER DISCHARGE CEGSOFT AND ITS OFFICERS, DIRECTORS, OWNERS, REPRESENTATIVES, INDEPENDENT CONTRACTORS, AGENTS, EMPLOYEES, AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL MANNER OF LIABILITY, CLAIMS, COUNTERCLAIMS, DEMANDS, SETOFFS, DAMAGES OR CAUSES OF ACTION, WHICH YOU NOW HAVE OR WHICH MAY HEREAFTER ACCRUE, WHETHER HERETOFORE ASSERTED OR UNASSERTED, KNOWN OR UNKNOWN, ARISING OUT OF, OR IN ANY WAY RELATING TO THE USE OF THE SITE OR ANY SERVICE BY YOU OR TO THE PURCHASE OF ANY PRODUCT OR SERVICE BY YOU, SPECIFICALLY INCLUDING BUT NOT LIMITED TO ANY CLAIMS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OF CEGSOFT IN OPERATING THE SITE, THE SERVICE OR OTHERWISE.
LIMITATION OF LIABILITY & INDEMNIFICATION: NEITHER CEGSOFT NOR ANY OF ITS REPRESENTATIVES, AFFILIATES, LICENSORS OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE SERVICES OR TRANSACTIONS THROUGH THIS SITE OR THE INABILITY TO GAIN ACCESS TO THE SITE. YOU AGREE THAT, IN NO EVENT SHALL CEGSOFT OR ITS OFFICERS, DIRECTORS, OWNERS, INDEPENDENT CONTRACTORS, EMPLOYEES, AGENTS, LICENSORS OR AFFILIATES BE LIABLE, AND YOU RELEASE ALL SUCH PERSONS FROM ANY LIABILITY, DIRECTLY OR INDIRECTLY, TO YOU FOR ANY LOSS, DAMAGE, LIABILITY OR EXPENSE ARISING OUT OF OR RELATED TO THE USE OF THIS SITE OR THE USE OF THE SERVICE THROUGH THIS SITE REGARDLESS OF WHETHER SUCH LOSS, DAMAGE, LIABILITY OR EXPENSE RESULTS DIRECTLY OR INDIRECTLY FROM CEGSOFT. IN ANY EVENT, CEGSOFT´S LIABILITY TO YOU IS LIMITED TO $200.00.
CEGSOFT may in its sole discretion terminate the Terms or change, modify, discontinue, inactivate, suspend, cancel or terminate your account and/or the Site and/or the Service or any part thereof for any or no reason with or without previous notice to you. CEGSOFT shall not be liable to you or to any third party for any modification and/or discontinuation of the Site and/or the Service or any part thereof.
You agree to defend, indemnify, and hold CEGSOFT and its officers, directors, owners, representatives, independent contractors, employees, agents, and affiliates (collectively, the Indemnitees) harmless for, from and against any loss, claims, actions, demands, causes of action, and other proceedings (collectively the “Claims”) by reason of, in any way relating to, or arising out of: (a) your use of the Site and/or the Service or any part thereof and any violation of any law, rule or regulation arising out of such use; (b) any misuse of information, including email addresses and email content arising out of or relating to your use of the Site and/or the Service; (c) any purchase or download of a product; (d) any content or information uploaded by You or through your account to the Site, the Service, the computer systems running the Site and/or the Service or otherwise including any information You provide to CEGSOFT; and (e) any violation of these Terms. You agree to reimburse any and all Indemnitees on demand for any losses, costs, judgments, fees, fines, and other expenses they incur including without limitation attorney’s fees and court and filing fees and costs, as result of any Claims.
USER IS SOLELY RESPONSIBLE FOR ANY INTERACTIONS WITH THIRD PARTY MERCHANTS, IF ANY, AND OTHER USERS OF THE SITE OR EXTERNAL SITES. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, USER HEREBY RELEASES CEGSOFT FROM ANY AND ALL CLAIMS OR LIABILITY RELATED TO ANY PRODUCT OR SERVICE OF THIRD PARTY MERCHANTS, ANY ACTION OR IN-ACTION BY THIRD PARTY MERCHANTS, INCLUDING A THIRD PARTY MERCHANTS’ FAILURE TO COMPLY WITH APPLICABLE LAW AND/OR FAILURE TO ABIDE BY THE TERMS OF DEALS OR OFFERS.
APPLICABLE LAW AND JURISDICTION: These Terms shall be exclusively construed and governed by the laws of the Commonwealth of Puerto Rico without regard to its conflict of law provisions or the laws of any other state or country or your actual state or country of residence. You agree that the federal and state courts located in the Commonwealth of Puerto Rico shall have exclusive jurisdiction and venue over any action brought to enforce the rights and obligations in or arising from these Terms and you irrevocably submit to the jurisdiction of such courts.
MONITORING & PRIVACY: As part of the Service, CEGSOFT may provide the ability to integrate certain social networking internet sites into the CEGSOFT Site. CEGSOFT shall have the right, but not the obligation, to monitor the content of the Site and any External Sites at all times, including any chat rooms, discussions, comments posted and forums that may hereinafter be included as part of the Site, to determine compliance with these Terms and any operating rules established by CEGSOFT, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, CEGSOFT shall have the right, but not the obligation, to remove any material that CEGSOFT, in its sole discretion, finds to be in violation of the provisions hereof or otherwise undesirable, objectionable, or inappropriate. CEGSOFT shall not be responsible for any such removal, failure to remove or delay in removing such content.
END OF AGREEMENT & THIRD-PARTY RESPONSIBILITY:CEGSOFT may terminate this Agreement at any time. Without limiting the foregoing, CEGSOFT shall have the right to immediately terminate or suspend any passwords or accounts of User in the event of any conduct by User or which CEGSOFT, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement.
Your cancellation of your account is your sole right and remedy with respect to any dispute with CEGSOFT and you agree that such right is proper and represents the allocation of risk and conforms to the pricing, fees and considerations under these Terms.
MISCELLANEOUS & DISCLOSURES:This Agreement, including the Payment Policy (CREATE HYPERLINK) (which are incorporated into this Agreement), and any operating rules for CEGSOFT as may be established by CEGSOFT from time to time, constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement, and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.
FORCE MAJEURE & EXPORT RESTRICTIONS:CEGSOFT will not be liable in any amount for failure to perform under these Terms if such failure is caused by power, Internet or communication outages, fire, flood, earthquakes, tornadoes, hurricanes, wars, acts of God, force majeure, or the occurrence of any other unforeseen contingency or event beyond the control of CEGSOFT. If you fail to receive the Service because of network congestion or unavailability, you may contact CEGSOFT at the email provided below.
United States export laws and regulations restrict the exportation and/or re-exportation through downloading or otherwise into certain embargoed countries. By downloading from the Site, you are representing that you are not located in any of the prohibited countries and that you will not export the software except in compliance will all applicable U.S. laws and regulations.
ARBITRATION & REPRESENTATION:By using this Site, User agrees that: (1) any claim, dispute, or controversy User may have against CEGSOFT arising out of, relating to, or connected in any way with this Agreement, this Site, or any External Sites, or the purchase or sale of any products or services, shall be resolved exclusively by final and binding arbitration and conducted before a single arbitrator pursuant to the applicable Rules and Procedures (“Rules and Procedures”) established by the Commonwealth of Puerto Rico (“arbitration forum”); (2) the arbitration shall be held at the Commonwealth of Puerto Rico or at such other location as may be mutually agreed upon by User and CEGSOFT; (3) the arbitrator shall apply Puerto Rico law consistent with the Federal Arbitration Act. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by the arbitration forum, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein.
You represent that you are of legal age to form a binding contract. You must be at least 18 years old to be eligible to use the Site. However, if you are at least 16 years old but not yet 18, you may use the Site in conjunction with your parent or guardian who agrees to these Terms. No one under age 16 may use the Site.
CONTACTING US & CUSTOMER SUPPORT: You may cancel your account at any time. You may do so by contacting us at [email protected] with the subject “Cancel Account”. For other questions or inquiries you may also contact us at [email protected].
SEVERABILITY OF AGREEMENT: These Terms constitute the entire Agreement between you and CEGSOFT and supersede all prior agreements and understandings, whether written or oral or otherwise, with respect to the subject matter of these Terms and Conditions of Use. If any term, provision, covenant or restriction of the Terms and Conditions of Use is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against public policy, the remainder of these Terms and Conditions of Use shall remain in full force and effect and the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties. CEGSOFT’s failure to pursue any available claim or defense pursuant to these Terms will not be a waiver of such claim or defense. The headings used in this Agreement are for convenience only, and will have no effect on the interpretation or legal enforceability of the terms herein.