TERMS OF SERVICE
[Last Modified: May 20, 2019]
Any and all third-party logos, names, trade names, trademarks, marks or third-party platform which the Service connects to, should not be construed as endorsed by us, or affiliated with us.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS.
Eligibility and Age Limitation
You hereby warrant that you are eligible to enter into these Terms and you are not prohibited by any authorized authority, judicial order or law into entering in any agreement; you have all proper authorization, if you are acting on behalf of a corporation, to enter into these Terms.
You further represent and warrant that you are of legal competence to enter into these Terms and you are: (i) at least thirteen (13) years of age if you are located in the US; (ii) at least eighteen (18) years of age if you are located in the EU; or (iii) if you are located in any other GEO you are above the age defined as “child” under applicable laws in your jurisdiction. We reserve the right to request proof of age at any stage so that we can verify that children (as defined under applicable law) are not using the Services.
Scope of Service
The Software used for our Managed Service is a software which automates the process of generating and nurturing business leads on behalf of our Customers. (collectively shall be referred to as the “Service”).
License Grant and Intellectual Property
Subject to your compliance with the Terms, we hereby grant you a personal, limited, revocable, non-transferable, non-sub-licensable and non-exclusive right and license to use the Services solely in connection with your lawful use. Your license hereunder is limited not to allow others to use, copy or evaluate copies, and the license granted herein shall not be copied, shared, distributed, re-sold, and offered for re-sale, transferred or sub-licensed in whole or in part.
You acknowledge that all right and interest in the Product’s trademarks, service marks, components, code, protocols, software and documentation as well as any derivatives thereof or improvements and modifications, evidenced by or embodied in or attached, connected, related to the Product or Service, are our property or the property of our licensors, and are protected by international copyright, trademarks, patents and other proprietary rights and laws relating to trade secrets, recognized in any country or jurisdiction worldwide, including, without limitation, moral or similar rights. You may not use, delete, alter, or remove any copyright, trademark, or other proprietary rights notice placed in the Product. Except as expressly granted herein, we retain all right, title and interest in and to our Service, as well as any content provided or made available in connection with the Service.
Certain portions of the Services are provided together with third party software, that may be subject to their own term and conditions, licenses (collectively, “Third Party Software”). Such Third Party Software is not subject to these Terms and is licensed under the terms and conditions of the license that accompanies such Third Party Software. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights under any law.
Customer may choose a pricing plan applicable to you. The pricing plans are based on a monthly fee, all as detailed in our pricing overview available upon request. The fees shall be paid for using the agreed upon payment processor, if you fail to submit the payment your account may be suspended or terminated in Company’s sole discretion (“Service Fee”). All payments shall be in EUR(€) and transferred through designated payment processor accounts, credit card or wire transfer. All payments occur in advance for each month and are non-refundable.
Registration and Account
Representations, Warranties and Restrictions of Use
You hereby represent and warrant that: (i) You will use the Services only in accordance with our instructions; (ii) You will use the Services in full compliance with all applicable laws, rules and regulations.
Except as expressly provided under these Terms, you may not, nor may not enable anyone else to, directly or indirectly: (i) copy, modify, decompile, disassemble, create any derivative works or reverse engineer the Product and Services or any portion thereof including any source code therein; (ii) circumvent, disable or otherwise interfere with security-related features of the Product and Services, or interfere with others’ use of the Services; (iii) use any automated devices, such as spiders, robots or data mining techniques, to catalog, download, store, reproduce, or distribute content available within the Services, or to manipulate in any manner; (iv) remove, deface, obscure, or alter any copyright, trademarks, or other proprietary rights; (v) use our name, logo or trademarks without our prior written consent; or (vi) use the Services for any fraudulent, illegal or inappropriate purpose, including, without limitation, infringement or misappropriation of any intellectual property rights or right of privacy of any third party or in breach of these Terms.
Updates and Changes to Our Service
We may, at any time and at our sole discretion, change, modify, add or remove features and functionality of our Services without notice. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates as part of your Service. In the event, we believe that such updates or upgrades shall materially affect your use of the Service or your rights, we will make best efforts to provide notification.
In addition, we reserve the right to discontinue some or all of the features of our Service at any time at our sole discretion (including the provision of any updates, upgrades or fixes). We are under no obligation to provide you with any features, functionality, upgrades or bug fixes. If you are dissatisfied with the Service, you can discontinue or terminate your use of the Service at any time.
Disclaimer of Warranty
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE PRODUCT AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE”. YOUR USE OF AND RELIANCE ON THE SERVICES OR ANY INFORMATION OR FEATURE PROVIDED THEREIN ARE AT YOUR OWN RISK. WE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES WHICH OCCUR AS A RESULT OF FALSE USE OF THE SERVICES. WE MAKE NO WARRANTY THAT THE SERVICES WILL BE AVAILABLE ON A CONTINUOUS BASIS, SECURED, FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR PROGRAM LIMITATIONS. WE MAKE NO WARRANTY THAT ANY CONTENT AND INFORMATION AVAILABLE THROUGH THE SERVICES IS TRUE, RELIABLE OR ACCURATE. WE MAKE NO WARRANTY THAT WE WILL CORRECT ANY ERRORS, DEFECTS OR OMISSIONS. WE DO NOT, EITHER EXPRESSLY OR IMPLIEDLY, ENDORSE, RECOMMEND OR IN ANY MANNER ASSUME ANY RESPONSIBILITY FOR ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN IN RELIANCE OR THROUGH THE SERVICES.
Limitation of Liability
Each Party shall be fully liable for intent and gross negligence as well as for damages resulting from injury to life, body or health. In case of ordinary or slight negligence, each Party shall be liable only for breaches of a material contractual obligation. To the extent permitted by law: (i) no Party shall be liable for any lack of commercial success, lost profits and indirect damages and (ii) liability in accordance with the above clauses shall be limited to the typical, foreseeable damages.
You hereby expressly agree to indemnify, defend, and hold us (including our affiliates, subsidiaries, successors, contractors, employees, directors, agents, suppliers, licensors, service providers and partners) harmless from any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Product and Services; (ii) your violation and/or breach of any term of these Terms; and (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of the Product or Services (including your violation of any third party rights).
Term and Termination
This Agreement shall commence upon acceptance of these Terms and shall remain in full force and affect, with yearly renewal, until terminated by either party. The Customer may terminate the Agreement by providing the Company with three (3) days prior notice (email correspondence shall be sufficient). The Company may terminate this Agreement for convenience immediately, by notifying the Customer. Furthermore, Company may immediately terminate this Agreement if Customer: (i) acts in a manner which breaches or may breach any of the terms of this Agreement; or (ii) becomes insolvent or bankrupt or compounds with or grants a trust deed for the benefit of his creditors.
Upon termination (i) Customer shall pay the Company any and all amounts due, including the applicable Service Fee; (ii) all rights granted under the applicable license shall immediately expire and Customer must immediately cease the use Company Properties; (iii) each party shall return to the other party any Confidential Information or any other content granted or made available from the other party and all copies thereof; and (iv) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive the termination on this Agreement.
During the term of the Agreement, each party agrees that it will not disclose or use the Confidential Information of the Disclosing Party without the prior written consent, except as permitted under this Agreement. Each party agrees to use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement and to prevent the disclosure of the other party’s Confidential Information other than to whom must have access to such Confidential Information for the purpose of performing the obligations herein. Customer acknowledges that disclosure of Company’s Confidential Information may cause Company with substantial harm, thus, upon breach of this provision Company shall be entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.
“Confidential Information” shall mean any non-public, proprietary, confidential or trade secret information of a party that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, business procedures, technology and any related documentation, client list, developments, business partners or other information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information shall not include any information which: (i) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development or (iv) required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a protective order and the disclosure shall be limited to the extent expressly required; (v) is approved for release by prior written authorization of the Disclosing Party; or (vi) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.
These Terms are governed by and construed in accordance with the laws of the Federal Republic of Germany, without giving effect to any principles of conflicts of law and will specifically not be governed by the united nations conventions on contracts for the international sale of goods, if otherwise applicable.
These Terms, constitutes the entire understanding between the parties with respect to the use of the Product and our Service. If any provision of these Terms is held to be unenforceable, such provision shall be replaced by a relevant legal regulation on accordance with the law. Our failure to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches.
If you have any questions or comments about these Terms, please contact us at:
Medici Internet AG
You can also contact us via email at: email@example.com