Terms of sale

1. Who these terms are between

These terms apply to sales by Everyday Upgrades Inc, 303 5th Ave, Rm 1007, New York, NY 10016-6681 ("we", "us") to the customer named on the quote ("you"). They apply unless we have signed a separate written agreement with you, in which case that agreement takes precedence.

2. Quotes

Quotes are firm for thirty days from the date issued unless stated otherwise on the quote itself. Prices are quoted in US dollars and exclude sales tax unless shown. A quote is an invitation to order, not a contract; a contract forms when we accept your order and confirm it in writing.

Where a quote includes a recommendation, that recommendation is our professional opinion based on the information you gave us. It does not transfer to us the responsibility for determining your license requirements, and it is not a warranty that a given license will satisfy an audit.

3. Prices

Publisher pricing for subscription programs can change between quote and order. If a publisher changes a price before your order is placed, we will tell you before proceeding and you may withdraw the order without charge. Prices already confirmed on an accepted order do not change for the term of that order.

4. Payment

Payment is due on the order by card or bank transfer unless we have agreed credit terms with you in writing. Net-30 terms are available on approved business accounts after a first successful order. We may invoice against a purchase order number where your process requires one.

We may suspend delivery or future orders where an invoice is overdue. Overdue amounts may attract interest at the lower of 1.5% per month or the maximum permitted by applicable law.

5. Delivery

Software is delivered electronically. For subscription programs and electronic keys, delivery is normally within minutes of the order being approved. Perpetual licenses requiring registration with the publisher may take until the next business morning; we will tell you which applies before you approve the order.

Delivery includes the license keys and a license certificate recording the product, seat count, term, and order reference. Risk and the right to use the software pass to you on delivery of the keys.

6. Your license is with the publisher

We sell licenses; we do not grant them. Your right to use any software is governed by the license agreement between you and the publisher, not by these terms. You are responsible for reading and complying with it, including any restrictions on transfer, virtualization, downgrade rights, and permitted users.

7. Returns and cancellation

Because software licenses are delivered electronically and are activated on issue, keys that have been delivered cannot generally be returned or refunded. Where a publisher permits cancellation of a subscription within a stated window, we will pass that right through to you and process it on your instruction, subject to any fee the publisher charges.

If we deliver the wrong product, or a key does not work and the publisher confirms the fault is not on your side, we will replace it or refund it at your choice. Tell us within thirty days of delivery.

8. Genuine product

We warrant that licenses supplied by us are genuine, are sourced through authorized distribution, and are supplied with a traceable order reference. We do not deal in grey-market, OEM-stripped, or previously-activated keys.

9. What we are not responsible for

We are not responsible for the software itself — its functionality, fitness for your purpose, availability, support, or the publisher's changes to it. Those are matters between you and the publisher.

To the fullest extent permitted by law, our total liability arising out of or in connection with any order is limited to the amount you paid us for that order. We are not liable for indirect or consequential loss, loss of profit, loss of data, or business interruption. Nothing in these terms excludes liability that cannot lawfully be excluded, including for fraud.

10. The tracking platform

License tracking, renewal alerts, and idle-seat reporting are provided free of charge and on an "as is" basis. They are a convenience, not a compliance service. You remain responsible for your own license position, and the figures shown are not a substitute for a publisher audit or your own records.

11. Independence

We are an independent reseller. We are not an agent of any publisher and cannot bind any publisher. See our trademark notice.

12. Governing law

These terms are governed by the laws of the State of New York, and the courts of New York County, New York have exclusive jurisdiction, without regard to conflict of law rules.

13. Changes

We may update these terms. The version in force is the one published on this page at the date of your quote.

Note: these terms have not been reviewed by an attorney and are not legal advice. Have counsel review them before relying on them for contracts of any size.