In addition to the terms defined in the body of the Terms, the following terms written in capitalized letters, including those used in the preamble, shall have these meanings:
|Account||the central means for access and use of the Services subject to a Fee;|
|Agreement||the contract for using the Services, into which the Terms have been incorporated by reference, inclusion or otherwise;|
|Authorisation||the set of rights and privileges on the Web Site assigned to a User by a Client;|
|Client||a natural or legal person who has concluded the Agreement with the Supplier;|
|Content||any data and information available through the Services or contained within the structure of the Platform, including User Content, articles, documents, brochures, presentations, pictures, images, audio-visual works, other informational materials and any comments;|
|Fee||regular payment for using the activated Account;|
|Membership||the right to access the Platform and the Services upon certain conditions such as number of Users, period during which the access to the Platform and the Services is granted;|
|Personal Information||information about the Client or its authorised User that specifically identifies an individual, like name (company name/full name), address, email address, date of birth, geographic area or phone number, as well as other non-public information that is associated with foregoing;|
|Special Terms||any particulars, specifications and conditions by which the Client and the Supplier have agreed to deviate from the Terms;|
|TEAMGATE||as the context requires, TEAMGATE LTD or TEAMGATE UAB;|
|TEAMGATE LTD||TEAMGATE LTD, a private limited company registered in the Registrar of Companies for England and Wales under a company number 9213116 and having its principal place of business at 11 Cundy Road, London E16 3DJ, United Kingdom;|
|TEAMGATE UAB||Teamgate UAB, a private limited company registered in the Registrar of Legal Entities of the Republic of Lithuania under a company number 302902842 and having its principal place of business at 16A J. Jasinskio str., Vilnius LT-03163, Republic of Lithuania;|
|User||a natural person granted with the Authorisation to use the Account on behalf of a Client;|
|User Content||files and any other digital data and information, which is subjected to the Services or otherwise inserted to the Platform by the Client (including the specific users, products, persons, organisations, activities, pipelines, stages, deals associated with the Client);|
|You||the Web Site visitor, the Client or the User, as the context requires.|
The Supplier to whom the Client is contracting depends on the domicile of the Client. Supplier determines the domicile of the Client based on the location indicated in the IP-address or billing address of the User who concludes the Agreement on behalf of the Client. By entering into the Agreement pursuant to Section 5 below, the Client is contracting with the Supplier listed under such Client’s domicile as provided for in the table below.
|Client’s domicile:||Supplier:||Supplier’s contacts:|
|Lithuania||TEAMGATE UAB||email: firstname.lastname@example.org postal address: 16A J. Jasinskio str. Vilnius LT-03163, Republic of Lithuania|
|Other areas||TEAMGATE LTD||email: email@example.com postal address: 11 Cundy Road London E16 3DJ, United Kingdom|
Services’ application areas include: Sales Management, Sales CRM, Sales Forecasting, Insights, Pipeline Management, Lead Tracking, Sales Activities, Intelligent Advice, Sales Productivity, Reports and Analytics, Email Automation, Customer Management, Internal Communication, Sales Pipeline, etc. By using the Services, the Client can: i) collect, store and organise User Content, e.g. add new persons and organisations (attribute any field of activities they are executing in), as well as their contacts, manage those contacts, create pipelines and add stages into these pipelines, add deals into stages and monitor their evolvement through the next stages, add products to be offered for sale to persons and organisations, form invoices, organize calendar, etc.; ii) add new Users and grant them Authorisations, assign activities and attribute roles to a particular User; iii) modify and delete User Content; iv) customise the standard settings of the Services, use integrations with other applications and mobile devices; v) receive reasonable help and guidance from the Supplier regarding the use of the Services. The Supplier shall provide reasonable technical support to the Clients and Users at the reasonable request of the Client. The Supplier shall respond to enquiries of support from a Client utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Web Site visitors without registered Account may be less expedient, or may not occur at all. The contact for all enquiries of support is:
4. PROVISION OF SERVICES
General terms of Services’ provision: You understand and agree that the Services are provided “as is” and that the Supplier assumes no responsibility for timeliness, deletion, misdelivery of or failure to store, import or synchronize any of Your User Content or to configure Your settings. The Supplier shall have no liability for any User Content that may be lost or unrecoverable by reason of Client’s or its authorized Users’ failure to manage the User Content properly. You may not access the Platform or the Services for purposes of monitoring its performance, availability or functionality or for any other benchmarking or competitive purposes, without Supplier’s prior written consent. You may not access the Services, if You are a direct competitor of the Supplier, except with Supplier’s prior written consent.
Access to the Services: The Platform may be accessed through active Internet connection. You may connect to the Platform using any Internet browser supported by the Services. You are responsible for obtaining access to the Platform, which may involve third-party fees (such as Internet service provider charges), as well as for all equipment necessary to access and use the Services, e.g. computer, internet modem, etc. In addition, You are responsible for all such third-party fees, including equipment purchase price.Free Trial: Each new Client and its authorised Users are entitled to a one-time temporary access to the Platform and the Services for purposes of trying them out free of charge for a period of 15 (fifteen) days (hereinafter referred to as the “Free Trial”), unless the Client cancels Free Trial prior to its end and opts for a paid Membership. Free Trial begins when the Client submits a registration for his/her/its Account under Section 7 of these Terms. If the period of Free Trial has expired, the Account is automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client is required to select his/her/its Membership and pay the first Fee. If the Client does not pay the first Fee within 2 (two) months as of the expiry of the Free Trial, the Supplier has the right to permanently delete the Account, including all Client’s User Content and any specific settings entered or made by the Client or its authorised Users therein. Any later renewal of Services’ provision resulting in Client’s User Content’s restoring onto the Platform may be subject to additional Supplier’s charges. ACCESS TO THE PLATFORM IS PROVIDED “AS-IS” AND WITHOUT WARRANTY OF ANY KIND DURING THE FREE TRIAL. In order to prevent YOUR USER CONTENT’S AND ANY SPECIFIC SETTINGS’ PERMANENT DELETION, EXPORT SUCH DATA/SETTINGS PRIOR TO THE EXPIRATION OF THE FREE TRIAL. Later Client’s User Content’s exportation from the Platform will be subject to additional Supplier’s charges.Mobile Applications: The Supplier offers You applications that allow Users to access the Services on mobile device. Usage of the Services through mobile devices’ applications could be limited with fewer functions or tools. Any such mobile applications offered by the Supplier shall constitute part of the Platform, and, as such, their usage shall be subject to the Terms. In case of a paid mobile application, its purchase price is not be included in Your Membership and shall be paid separately.Communications from the Supplier: You understand and agree that the Services may include certain communications from the Supplier, such as service announcements, administrative messages and/or newsletters. You also understand that these communications are considered as a part of Your Membership and that You will not be able to opt out of receiving them, except for Supplier’s newsletters.
5. CONCLUSION AND TERM OF THE AGREEMENT
A person may use the Services only upon concluding an Agreement with the Supplier. If You are a natural person, You must be of legal age (18 or older) or have valid authorisation from Your legal representative or custodian to enter into a binding Agreement in order to accept the Terms. If You are entering into this Agreement on behalf of a legal person (a company or other legal entity), You represent that: i) a legal person is duly incorporated and have full legal capacity, ii) You have legal authority to bind the entity to the Terms, in which case the terms “You” or “Your” shall refer to the entity. The Supplier is not obliged to conclude an Agreement with any person and may refuse to do so at its sole discretion. The Agreement is considered to be concluded as soon as whichever of the following occurs first: i) the person registers for and creates an Account; or ii) the person and the applicable Supplier sign a contract containing Special Terms and a reference to these Terms. The Agreement remains effective until terminated under Section 17 of these Terms or Special Terms agreed by the Client and the Supplier.
6. ACCEPTANCE OF THE TERMS
General terms of Your acceptance: The Terms are an inseparable part of the Agreement. Each person interested in concluding an Agreement with the Supplier must carefully read the Terms and accept them. The parties may always agree upon Special Terms, which are also an inseparable part of the Agreement. In case of conflicts between the Special Terms and the Terms, the Special Terms shall prevail. You accept the Terms and grant Your consent to them i) in the sign-up form on the Web Site by clicking on a button indicating Your acceptance of the Terms and intention to register for and create an Account; or ii) by continues use of the Services after the Terms have been changed; or iii) by concluding an Agreement of Special Terms with the applicable Supplier. If You do not agree with the Terms or You do not have legal authority to represent a legal person on which behalf You are entering / have entered into the Agreement, You may not use the Services and You should immediately cease to use the Web Site, the Platform or the Services. When using the Services, You will be subject to additional guidelines or rules applicable to specific features, applications, products or services. All such guidelines are hereby incorporated by reference into the Terms. Any new features, functions, enhancements and developments in the Platform or the Services, including the release of new tools and resources, shall be subject to the Terms.Language of the Terms: The original language of the Terms is English. The Applicable Supplier will make available the translations of the Terms in certain other languages at the request of a Client. In case of conflicts between the original English version and the translations into other languages, the English version shall prevail.Modification of the Terms: The Supplier reserves the right, at its sole discretion, to change, modify, add or remove portions of the Terms at any time from time to time by informing You about such changes by an email and/or posting them on the Platform or otherwise making available to You on or through the Services. Please check the Terms and guidelines periodically for changes. Your continued use of the Platform and the Services, after any Terms’ modifications have been published on or through the Platform, constitutes Your binding acceptance of such changes. Notwithstanding the foregoing, the resolution of any dispute that arises between You and the Supplier will be governed by the Terms in effect at the time such dispute arose. 7. Your AccountRegistration: In order to access or use the Services, You need to sign up for an Account by providing all required information and accepting the Terms. You agree to: i) provide true, accurate, current and complete information about Yourself as prompted by the Services’ registration process and in a sign-up form (hereinafter referred to as the “Registration Data”); and ii) maintain and promptly update the Registration Data, to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, outdated or incomplete, or if the Supplier has reasonable grounds to suspect that Your Registration Data is untrue, inaccurate, outdated or incomplete, the Supplier may suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof). Accounts registered by “bots” or other automated methods are not permitted.
Users: Each Client may have only one Account. If several persons need to use the Client’s Account, then the Client must designate such persons as Users. If the Client has designated a certain number of Users to its Account and granted them Authorisation, it is presumed that such Users have the right of representation or other authorisation to act on behalf of the Client when using the Account. For the avoidance of doubt, each User designated by the Client shall be subject to the restrictions set forth in such Client’s Agreement (including, without limitation, the Terms).Login credentials: Upon completing the Services’ registration process, You will receive Supplier’s confirmation email of creation of the Account together with necessary credentials (i.e. username and password) in order to log into Your Account. These login credentials must not be used by multiple persons. If the Client has designated several Users to use its Account, the Supplier provides each User with individual login credentials. The Client shall be solely and fully responsible for all activities that occur under its Account, regardless of whether the activities are undertaken by the Client, its employees or a third party (including Client’s contractors or agents). Therefore, the Client is responsible for keeping confidential all login credentials associated with the Account, so that they would not become known or available to any third persons for unauthorised use. You agree to i) immediately notify the Supplier of any disclosure, loss or unauthorized use of Your password or Account, as well as of any other breach of security; and ii) ensure that You exit from Your account at the end of each session. The Supplier cannot and will not be liable for any loss or damage arising from Your failure to comply with the Terms, including, without limitation, as provided for in this Section.
Fee: Your use of the Services is subject to a Fee. The Fee rate is set forth on the Platform and is quoted in Euro, Pound Sterling and U.S. Dollar currencies to be chosen for payment upon Your convenience. The Fee rate is set for one User enabled to access the Platform and to use the Services for one month period, unless agreed otherwise between parties. The payable Fee for Your Membership is calculated accordingly to a number of Users authorised by You to access and to use the Services, as well as to a period during which the access to the Platform and the Services is granted. To view specific details of Your Membership’s Fee, check options “Settings” and “Payments” available to You on Your profile after logging into the Platform.Fee in respect of Membership changes: i) In the event You upgrade Your Membership by adding additional Users or any paid component or feature of the Services, the Fee applicable to Your changed (new) Membership will take effect immediately and be prorated for the rest of Your ongoing payment interval; ii) If You downgrade Your Membership by reducing a number of Users or removing any paid component or feature of the Services, no Fee adjustment will be made until Your next billing term.Taxes: In connection with Your use of the Service You may be subject to taxes, including, without limitation, sales, value added, withholding, use taxes or other taxes and/or duties, payable with respect to any authority’s decision, which has jurisdiction to impose such taxes on You. The Fee is exclusive of all such taxes, levies or duties applicable under any legal acts and/or imposed on You by appropriate authorities. You agree that the obligation and payment of any such taxes shall be Your sole and absolute responsibility. Therefore, in case the Supplier pays any such taxes on Your behalf, You agree to indemnify the Supplier pursuant to Section 13 of these Terms to full extent that the Supplier incurs any obligations or other liabilities in connection with Your taxes’ payment.Additional charges: Additional charges may include, for example, restoring Your deleted and/or otherwise lost User Content, executing changes to Your Membership, importing or synchronizing Your data to the Platform, providing You other support at Your request and upon Supplier’s acceptance.Payment: By using the Services, You are expressly agreeing that We are permitted to charge You with the Fee corresponding to Your Membership, applicable taxes (if any) and any other additional charges You may incur in connection with Your use of the Services, unless agreed otherwise between parties. Upon Your choice, the Fee shall be charged by Us in advance on monthly or annual intervals in Your selected currency (i.e. Euro, Pound Sterling or U.S. Dollar). We will begin charging You with the Fee corresponding to Your Membership, (plus applicable taxes, if any), at the end of Your Free Trial period, unless You cancel Your Free Trial prior to its end and opt for a paid Membership. You will receive a notice from Us that Your paid Membership has begun. The Fee corresponding to Your Membership, (plus applicable taxes, if any), will be charged at the beginning of Your paid Membership and on each renewal thereafter, unless and until You cancel/change Your Membership or We terminate it. We will automatically charge You each monthly or annual period on the calendar day corresponding to the commencement of Your paid Membership, unless agreed otherwise between parties. After the end of each payment interval, We will issue You with an electronic invoice of payment of the Fee through the Services and/or by email.Payment methods: the Supplier offers You two secure payment forms i) credit card payment and ii) bank transfer to select from for making Your payments, unless agreed otherwise between parties. The Supplier uses third-party integrated payment system (hereinafter referred to as the “Payment Processor”) that allows You to do the payments. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to the Terms. By choosing to use the Services, You agree to pay Us the Fee and all additional charges then in effect through the Payment Processor in accordance with the applicable payment terms and You authorize Us, through the Payment Processor, to charge Your selected payment provider (Your payment method). WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY, ANNUALY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD, unless agreed otherwise between parties. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT (PLEASE INFORM US AT LEAST SEVEN DAYS PRIOR). TO CHANGE YOUR PAYMENT METHOD, check options “Settings” and “Payments” available to You on Your profile after logging into the Platform. We are not responsible for any errors that occur during Your payment’s processing by the Payment Processor. We reserve the right to correct any errors or mistakes that the Payment Processor makes, even if it has already requested or received Your payment. You shall be entirely responsible for paying all fees (if any) set by the Payment Processor for its service.Refunds: The Fee is based on Your Membership purchased and not on actual usage of the Services –THE FEE IS NON-REFUNDABLE AND YOUR PAYMENT OBLIGATIONS ARE NON-CANCELLABLE. That is to say that there are no refunds or credits available for periods where the Client did not use an activated Account, used it only partially, changed its current Membership with a new Membership, otherwise removed any paid component or feature of the Services, deactivated the Account or terminated the Agreement during an ongoing payment interval.Discounts: In addition to current Fee rate’s discount to annual Membership’s payment, the Supplier may offer You special discounts and/or motivation schemes. Modification of the Fee: The Supplier reserves the right to change the rate of the Fee currently in effect, to charge for use of the Services’ features or resources that are currently available free of charge as a part of Your Membership, as well as to add any new fees and/or charges at any time on 30 (thirty) days’ email notice to You. Upon such modifications, We may offer You a grace-period in which Your Fee will not increase for a certain period of time. If You do not accept the Fee’s increase or addition of any new fees and/or charges, You may decide to terminate Your Account; however, any later renewal of Services’ provision will be subject to increased Fee structure without exceptions.
9. MEMBERSHIP RENEWAL
Your Membership will be automatically renewed at the end of each Membership period, unless agreed otherwise between parties. Your Membership will automatically renew for successive Membership under the same conditions (i.e. number of Users, payment interval, payment method), without prior notice to You, unless and until You inform us that i) You do not wish to renew the Membership and You terminate it; ii) You wish to make changes to Your Membership; or iii) We terminate Your Membership. You must terminate Your Membership before it renews in order to avoid billing of the next period’s Fee according to Your payment method, therefore You agree to inform Us about Your decision at least seven days prior to the renewal date.
User Content: All rights, title and interest in and to the User Content created or stored by You belong to You or third persons (including Users, persons and organisations). You assure hereby that You and all of the Users associated with the Account have the necessary rights to use the User Content, including to insert it into the Platform and process it by means of the Platform. If You add User Content to the Platform, You assure that such User Content and any kind of processing of it shall be in compliance with the Agreement, the Terms, best practices at the Web Site and applicable laws, rules and/or regulations. You understand that all information, data, text or other materials, whether publicly posted or privately transmitted are the sole responsibility of the person from whom such content originated. Therefore, You acknowledge hereby that all of the User Content is at Your own risk and that You are entirely responsible for collection, legality, protection and use of Your User Content that is stored on or used in connection with the Platform. The Supplier will not be responsible for any damage or loss to You or any other party or disclosure of Your User Content (or any damages related thereto) resulting from Your or Your authorised Users’ failure to adequately secure privacy and/or confidentiality of the User Content. This means that You, and not the Supplier, are entirely responsible for all User Content that You upload, post, email, transmit or otherwise make available on or through the Services, the consequences of User Content’s transmission or publication, as well as for any actions taken by the Supplier or other Clients or Users as a result of the User Content. The Supplier does not control the User Content posted on or through the Services and, as such, does not guarantee the accuracy, integrity, confidentiality or quality with respect to any information and/or data contained in any User Content. Therefore You represent that all User Content provided by You is accurate, confidential, complete and up-to-date. The Supplier does not claim ownership of Your User Content that You submit or make available for inclusion on the Services. However, with respect to User Content You submit or make available for inclusion on publicly accessible areas of the Platform, You grant the Supplier the following worldwide, royalty-free and non-exclusive license(s): the perpetual, irrevocable and fully sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Content (in whole or in part) and to incorporate such User Content into other works in any format or medium now known or later developed. PLEASE NOTE that downgrading of Your current Membership by reducing a number of Users or removing any paid component or feature of the Services, You may cause the loss of User Content or features for Your Account. In such event, the Supplier does not accept any liability for Your loss.Processing of User Content: You acknowledge that the Supplier and its designees shall have the right (but not the obligation), in their sole discretion, to pre-screen, monitor or filter any User Content or acts of its processing by You in order to discover any unlawful nature therein. However, if such unlawful User Content or the action of its unlawful processing is discovered or brought to the attention of the Supplier or if there is reason to believe that certain User Content is unlawful, the Supplier has the right i) to refuse to allow any User Content on or its insertion to the Platform; ii) to restrict access to such User Content; iii) to edit or temporarily or permanently remove any User Content from the Platform, at any time with or without notice. You acknowledge, consent and agree that the Supplier may access, preserve and disclose Your Account information and User Content if required to do so by any applicable law or in a good faith belief that such access preservation or disclosure is reasonably necessary: i) to comply with any applicable legal process; ii) to enforce the Terms; iii) to respond to claims that any User Content violates the rights of third parties; iv) to respond to Your requests for customer service or support; or v) to protect the rights, property or personal safety of the Supplier, its users and the public. You understand that technical processing and transmission of the Services, including Your User Content, may involve i) transmissions over various networks; and ii) changes to conform and adapt to technical requirements of connecting networks or devices. Therefore, You acknowledge and assure hereby that the Supplier is allowed to further process Your User Content, acting as an authorised processor of such User Content on behalf of You for the purposes of performing under the Agreement and the Terms.Other Content: You understand that by using the Services, You may be exposed to other Content from a variety of sources that might be inaccurate, misleading, offensive, indecent, objectionable or illegal in Your jurisdiction. Under no circumstances will the Supplier be liable in any way for any Content, including, but not limited to, its accuracy, usefulness, intellectual property rights of or relating to such Content, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services. Any Content that You may receive or came across on or through the Platform and/or the Services, is provided to You “as is” for Your information and personal use only and You agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such Content for any purpose, without the express written consent of the person who owns the rights to such Content. You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Supplier with respect thereto.
11. RULES OF CONDUCT
As a condition of use, You promise not to use the Services for any purpose that is prohibited by the Terms. You are responsible for all of Your activity in connection with the Services. You agree not to use the Service to: i) upload, post, email, transmit or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful, racially, ethnically, contains or depicts pornography or is otherwise objectionable under any applicable laws as determined by Us in Our sole discretion; ii) harm minors in any way; iii) impersonate any person or entity or falsely state or otherwise misrepresent Your affiliation with a person or entity; iv) disguise the origin of any User Content transmitted through the Service; v) upload, post, email, transmit or otherwise make available any User Content that You do not have a right to make available under any applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); vi) upload, post, email, transmit or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; vii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, or any other form of solicitation; viii) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; ix) act in a manner that negatively affects other Users’ ability to use the Services; x) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; xi) bypass, circumvent or attempt to bypass or circumvent any measures We may use to prevent or restrict access to the Services (or other Accounts, computer systems or networks connected to the Services); xii) harvest or scrape any Content from the Services; xiii) intentionally or unintentionally violate any applicable local, state, national or international law; xiv) otherwise take any action in violation of the Terms, best practices at the Web Site and applicable laws, rules and/or regulationsRestrictions: The Services and any part or element thereof is allowed to be used only in the scope, with the means and for purposes, which their functionality has been created for and made available to the Client and Users. Any such use must be done in compliance with the Agreement, the Terms, best practices at the Web Site and applicable law. For avoidance of doubt, this means that the Client nor any User must not: i) copy, translate, duplicate, distribute, modify, adapt, hack, create derivative works of any part of the Services, as well as decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; ii) use the Services or any part or element thereof for committing a crime, conducting some other breach of applicable law or for calling up for others to carry out such illegal actions; iii) use the Services or any part or element thereof in the scope, which does not agree to the Terms or the Agreement.Actions allowed upon Supplier’s prior notification and consent: the Client or any of its authorised User must notify the Supplier and ask for its prior express consent, in the event he/she/it wishes to: i) sell, resell, lease, license, sublicense, distribute, provide, disclose exploit or otherwise grant Access or make the Services available in whole or in part to any third persons, unless such third person is a User; ii) use the Services or any part or element thereof by means of programmes, which send them automatic enquiries or requests, unless such programme has been made available by the Supplier; iii) create interfaces between the Services or any part or element thereof from one side and any third party systems from the other side, unless such interface has been made available by the Supplier. Taking into account the foregoing, You agree to notify Us at least seven days prior to execution of Your intentions and in a format, which can be reproduced in writing(email, phone, Skype, etc.)
12. SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, You agree to comply with any and all applicable local, state, national or international laws and regulations regarding online conduct, acceptable Content, including User Content, and use of the Services. Specifically, You also agree to comply with all applicable laws regarding the transmission of technical data exported from the country or jurisdiction in which You reside.
You agree to indemnify and hold harmless the Supplier, its parent, subsidiaries, affiliates, officers, directors, shareholders, agents, attorneys, employees, partners, licensors and other representatives from and against any claims, losses, damages, liabilities or demands, including reasonable attorneys’ fees, brought by any third-party due to or arising out of, or in connection with, i) User Content You submit, post, transmit or otherwise make available on or through the Platform or the Services; ii) Your use or misuse of the Services; ii) Your access to the Services; iv) Your violation of any applicable law and/or the Terms; v) Your violation of any rights of another person; vi) any taxes arising in connection with Your purchase or use of the Services in any jurisdiction, domestic or otherwise, including, without limitation, sales, value added, withholding and use tax. The Supplier reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which You are required to indemnify the Supplier, and You agree to cooperate with such defence of these claims.
14. GENERAL PRACTICES REGARDING USE AND STORAGE
General practises and limits: You acknowledge that the Supplier may establish general practices and limits concerning Your use of the Services, including without limitation the maximum number of days that the User Content will be retained by the Services, the maximum number of email messages that may be sent from or received by an Account on the Services, the maximum size of any email message that may be sent from or received by an Account on the Services, the maximum disk space that will be allotted on the Platform’s servers on Your behalf and the maximum number of times (and the maximum duration for which) You may access the Services in a given period of time. You agree that the Supplier has no responsibility or liability for deletion, misdelivery or failure to store, import or synchronize any of Your User Content, other communications maintained or transmitted on, through or by the Services or to configure Your settings.Inactive Accounts policy: You acknowledge that the Supplier reserves the right to terminate unpaid Accounts that are inactive for an extended period of time (14 days). In case of Accounts with more than one User, if at least one of the Users is active, the Account will not be considered inactive. In the event of such termination, all User Content associated with such Account will be deleted. The Supplier will provide You with prior notice by email of such intended termination and necessity to backup Your User Content. You further acknowledge that the Supplier reserves the right to modify these general practices and limits at any time from time to time under Section 6 of these Terms.
15. MODIFICATIONS TO THE SERVICES
Additions to the Services: The Supplier is constantly innovating and improving the Services. Therefore, the Supplier at any time from time to time may offer certain additions to the Services such as new features, functions, enhancements, including new tools or resources, for the purpose of their testing and efficiency evaluation. You agree that We have sole authority and discretion to determine the period of time for testing and evaluation of such additions to the Services. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the additions to the Services with or without notice to You. We will be the sole judge of the success of such testing and the decision, if any, to offer such additions to the Services as permanent commercial services for additional fee or free of charge as part of Your Membership. You agree that We will not be liable to You or to any third party for any harm related to, arising out of or caused by modification, suspension or discontinuance of any of such additions to the Services for any reason.Modifications to the Services: The Supplier reserves the right at any time and from time to time to modify, temporarily or permanently, the Services (or any part thereof) at its sole discretion with or without notice. Modifications to the Services shall constitute: i) rebranding the Services; ii) stopping to provide or discontinuing to develop the Services, including any particular feature or resource thereof, or any part or element of the Platform, temporarily or permanently; iii) taking such action as is necessary to preserve the good name of the Supplier at its sole discretion upon any use of the Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses and other destructive activities or illegal activity. You agree that the Supplier will not be liable to You or to any third party for any harm related to, arising out of or caused by modification, suspension or discontinuance of the Services or any part or element thereof for any reason.
You agree to be identified as a customer of the Supplier and You agree that the Supplier may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in Supplier’s marketing materials and the Web Site. You hereby grant the Supplier a fully-paid, irrevocable, perpetual, world-wide license to use Your name and any of Your trade names and trademarks solely in connection with the rights granted to the Supplier pursuant to this marketing Section.
17. ACCOUNT SUSPENSION AND AGREEMENT TERMINATION
Account suspension: CLIENTS AND/OR Users who violate the Terms AND/OR ANY APPLICABLE LAWS may have their access and use of the Services suspended, at Supplier’s discretion. Suspension for non-payment: If You stop paying Your Fee, in addition to any other rights and remedies (including the termination rights set forth in the Terms), the Supplier reserves the right without its liability to suspend Your access to the Account. The Supplier informs You through the Services about the term within You shall pay Your Fee before suspension of the Account. Other suspension cases: The Supplier may immediately suspend Your Account or temporarily disable access to whole or part of the Platform in the event of i) any suspected illegal activity or requests by law enforcement or other government agencies; ii) unexpected technical or security issues or problems. Objections to suspension or disabling of Your Account should be made to [Agreement termination: Termination by You: You may cancel Your Membership and terminate this Agreement at any time i) by providing at least 14 (fourteen) days prior notice to the Supplier by sending an email message to [ Termination by the Supplier: The Agreement and Your access to the Services may be terminated under Supplier’s decision to end provision of the Services and to close the Platform. About such Supplier’s decision You shall be notified at least 30 (thirty) days prior to its effective day. The Supplier may immediately terminate the Agreement and access to the Services at its sole and absolute discretion without prior notice, i) if You and/or Your authorised Users violate the Terms and/or any applicable laws and if such violation, in Supplier’s opinion, is an imminent threat to the Platform, the Services’ provision, other Client’s Accounts or constitutes abusive or threatening behaviour; ii) upon requests by law enforcement or other government agencies; iii) upon engagement by You in fraudulent or illegal activities on or through the Platform. Termination for Cause: The Agreement may be terminated by either party (i.e. You or the Supplier) for cause: i) in case of breach of the Agreement, including the Terms, by the other party, if the infringement has not been stopped or removed during 30 (thirty) calendar days after receipt of a notice from the aggrieved party asking to do so; ii) immediately if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or iii) immediately in the event of a breach of obligations, as applicable under Sections 13 and 19 of these Terms. Termination of the Agreement will include denial of access to the Services, deletion of information in Your Account (such as Your email address, username and password), as well as of all Your User Content. You assert hereby that the Supplier will not be liable to You or to any third party for any harm related to, arising out of or caused by termination of the Agreement and cancelation of Your Account. Upon termination of the Agreement: 1. The Supplier must deactivate and permanently delete the Account, including all User Content therein, as soon as reasonably practicable within 2 (two) months as of termination of the Agreement. If the Client has specifically requested for an earlier deletion of its User Content, the Supplier shall fulfil such request within 1 (one) month as of its receipt of such request; 2. The Client must stop using and prevent the further usage of the Services, including, without limitation, the Platform, as well as pay any amounts owed to the Supplier under the Agreement. Surviving provisions: The following provisions shall survive any termination or expiration of the Agreement: Sections 8, 13, 17, 19, 20, 21.
18. THIRD-PARTY PROVIDERS
Dealings with advertisers: Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and the advertiser. You agree that the Supplier shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Services.Third-Party applications and Your data: You further acknowledge that if You acquire third party applications for use with Your Membership, the Supplier may allow the providers of such applications to access Your User Content in order to allow such applications to interoperate with the Platform. The Supplier shall not be responsible or liable for any disclosure, modification or deletion of Your User Content resulting from any such access by third party application providers.Links: The third-parties may provide links and the Services may permit You to link to other World Wide Web sites or resources. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK. Because the Supplier has no control over and do not endorse such web sites and resources, You acknowledge and agree that the Supplier is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that the Supplier shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
19. PROPRIETARY RIGHTS
You acknowledge and agree that the Platform, the Services, any parts or elements thereof, and any necessary software used in connection with the Services (hereinafter referred to as the “Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. That is to say that, except for any User Content or other Content owned and/or posted by You, all Supplier’s materials, including visual interfaces, graphics, design, systems, methods, information, computer code, Software, services, “look and feel”, organization, compilation of the content, code, data and all other elements of the Services, are the copyrighted property of the Supplier, its affiliates and/or third party licensors. Your use of the Services does not grant to You ownership of any content, code, data or any part of the Services’ Materials You may access on or through the Platform. You further acknowledge and agree that content contained in sponsor advertisements or information presented to You through the Services or by advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the Supplier or the advertisers, You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Software, in whole or in part. Subject to foregoing, the Supplier grants You a personal, non-transferable and non-exclusive right and license to use the object code of its Software, solely for Your personal use subject to the terms and conditions of this Agreement. You shall not (and shall not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Services. You agree not to access the Services by any means other than through the interface that is provided by the Supplier for use in accessing the Services. Furthermore, all trademarks, service marks and trade names contained in the Services and/or accessible on the Platform, are proprietary to the Supplier, its affiliates and/or third-party licensors.
20. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: i) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE SUPPLIER AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS, LICENSORS AND OTHER REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ii) THE SUPPLIER AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS, LICENSORS AND OTHER REPRESENTATIVES MAKE NO WARRANTY THAT: i) THE SERVICES WILL MEET YOUR REQUIREMENTS; ii) THE SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; AND v) ALL ERRORS IN THE SOFTWARE OR IN THE PLATFORM CAN OR WILL BE CORRECTED; vi) THAT THE SERVICES AND ANY CONTENT OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. iii) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. iv) UNLESS OTHERWISE EXPRESSLY STATED BY THE SUPPLIER, THE SUPPLIER AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS, LICENSORS AND OTHER REPRESENTATIVES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE SERVICES, OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
V) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SUPPLIER OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
21. Limitation of liability YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE SUPPLIER AND ITS PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, PARTNERS, LICENSORS AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: i) THE USE OR THE INABILITY TO USE THE SERVICES; ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; v) DELETION OF, CORRUPTION OF OR FAILURE TO STORE ANY USER CONTENT; vi) UPGRADING OR DOWNGRADING YOUR CURRENT MEMBERSHIP; vii) ANY MODIFICATIONS TO THE TERMS AND/OR RATES OF THE FEES; ANY OTHER MATTER RELATING TO THE SERVICES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SUPPLIER’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF i) THE AMOUNT PAID, IF ANY, BY YOU TO THE SUPPLIER FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR ii).Force Majeure: Neither party to this Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.
22. EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH CASES, THE SUPPLIER’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
23. GENERAL INFORMATION
Entire Agreement: The Terms constitute the entire Agreement between You and the Supplier and govern Your use of the Services, superseding any prior agreements between You and the Supplier with respect to the Services. You also may be subject to additional terms and conditions that may apply when You use or purchase certain other Supplier’s services, its affiliate services, third-party content or third-party software.
Relationship between You and the Supplier: You and the Supplier are independent contractors. This Agreement does not create a joint venture or partnership between You and the Supplier; neither party is by virtue of this Agreement authorized as an agent, employee or representative of the other party.Choice of Law and Forum: The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to the Agreement. Any questions relating to the Agreement which are not expressly or implicitly settled by the provisions contained in the Agreement shall be governed by and construed in accordance with the following:
|Client’s domicile:||Governing law and Dispute resolution:|
|Lithuania||The Agreement (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without giving effect to any principles of conflicts of law.|
|Other areas||The Agreement (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the England and Wales, without giving effect to any principles of conflicts of law.|
You and the Supplier agree to submit to personal and exclusive jurisdiction of the courts as provided for in the table above regardless of i) Your world-wide physical location, or ii) the jurisdiction where You purchased or use the Services.
Waiver and Severability of the Terms: The failure of the Supplier to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.
No Right of Survivorship and Non-Transferability: In case the Agreement is concluded on behalf of a natural person, You agree that Your Account is non-transferable and any rights to Your Account or contents within terminate upon Your death. Upon receipt of a copy of a death certificate, Your Account may be terminated and all User Content therein permanently deleted.
Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within 1 (one) year after such claim or cause of action arose or be forever barred. The Section titles in the Terms are for convenience only and have no legal or contractual effect.
Assignment: This Agreement and any rights or obligations hereunder, shall not be assigned, sublicensed or otherwise transferred by You without prior written consent of the Supplier, except that You may assign or transfer this Agreement upon a change of control or by operation of law by providing the Supplier with prior written notice thereof.
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