Account: means a user account used primarily for internal business purposes and not for personal, family, or household purposes authorizing the Customer entry to the Website.
Charges: the charges payable in accordance with clause 5 by the Customer for the supply of the Services or Extra Services.
Customer: means corporations, legal persons or natural persons to whom the law ascribes the full legal capacity and that apply via Website to create the Account with purposes to purchases the Services or Extra Services.
Customer Default: has the meaning set out in clause 4.2.
Effective Date: the date on which this Framework Contract is concluded in accordance with clause 2.1 below.
Extra Services: mean services that the Customer uses during a period set out in the Subscription Form that exceed the Services subscribed according to the Subscription Form.
Framework Contract: this framework contract concluded between the Supplier and the Customer.
Free Plan: means free of charge services that the Supplier may provide to the Customer through the Website.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Subscription Form: means an online order specifying (i) the Services to be provided and (ii) the billing plan (including the Charges payable) for those Services.
Subscription: means any services ordered by the Customer on a basis of subscription under the Subscription Form.
Payment System: means a payment system processing the payments by entering credit card information or any other means of payment available at the Website at any given time.
Personal Data: has the meaning given to it in the Data Protection Legislation and relates only to personal data, or any part of such personal data, in respect of which the Customer is the Data Controller and in relation to which the Supplier is providing services under this Framework Contract.
Services: mean services that the Supplier may provide to the Customer based on the Subscription.
Supplier: means Global Rhapsody GmbH Fritz-Vomfelde Strasse 12 | DE – 40549 Düsseldorf
Supplier Materials: has the meaning set out in clause 4.1(e).
Virus: means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: means any URL, such as www.liteadserver.com or its sub domains belonging to or licensed to the Supplier, through which the Supplier provides any services under the Framework Contract to the Customer.
Any phrase introduced by the terms including, include, in particular or any other similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
A reference to writing or written includes also email communication.
2.1 The Framework Contract is considered to be concluded when the Customer has received via e-mail the Account creation confirmation.
2.2 The overall contractual relationship between the Supplier and the Customer is governed by this Framework Contract.
2.3 Each Subscription Form which is submitted via Website by the Customer constitutes a Customer's offer to purchase the Services. The Subscription shall only be deemed to be accepted when the Supplier received a payment from the Customer.
2.4 Any Subscription entered into between the Supplier and the Customer pursuant to this Framework Contract shall incorporate the terms and conditions of this Framework Contract.
2.5 Unless otherwise provided in the Framework Contract or Subscription Form the Services are purchased as subscriptions.
2.6 Once the Subscription expires, or the Subscription is cancelled by the Customer or the Customer's credit card expires or any payment is not duly paid by the Customer, the Customer will revert to the Free Plan and the Supplier may cancel or suspend the Account or terminate the Framework Contract as well as to stop providing any services under the Framework Contract.
3. Supply of Services
3.1 The Supplier shall supply the Services to the Customer under a Subscription for the period set out in the Subscription Form.
3.2 The Supplier shall have the right to make any changes to any services provided under a Subscription which are necessary to comply with any applicable law or its own or Customer's safety requirements. The extent of the changes is solely in the Suppliers discretion.
3.3 The Supplier reserves the right to modify, suspend, discontinue or cancel the Free Plan at any time without prior notice to the Customer.
3.4 The Supplier may suspend or terminate any services provided under a Subscription if fees for Extra Services or any other services are past due.
3.5 By using any services provided under a Subscription after any modification the Customer confirms acknowledgement of such modification and approves such modification.
3.6 The Customer fully understands and agrees to be bound by the terms and conditions contained herein.
3.7 Subject to clauses 3.8, 3.9 and 3.10, these terms and conditions may be amended by the Supplier from time to time.
3.8 The Supplier shall not make any amendments to these terms and conditions which would materially disadvantage the Customer.
3.9 Any increases to the Charges shall be made pursuant to clause 5.5.
3.10 The Supplier shall notify the Customer of any changes made to these terms and conditions pursuant to clause 3.7 by notice in writing (which may include e-mail) at least 30 days prior to such changes coming into effect.
4.1 The Customer shall:
ensure that any information it provides to the Supplier via Website is complete and accurate;
co-operate with the Supplier in all matters relating to any services provided under a Subscription;
provide the Supplier with such information and materials as the Supplier may require in order to supply any services provided under a Subscription, and ensure that such information is accurate in all respects;
obtain and maintain all necessary licences, permissions and consents which may be required for it to receive the Services before the date on which the Services are to commence;
keep and maintain all materials, equipment, documents, information and data related to any services provided under a Subscription and obtained from the Website (Supplier Materials) at the Customer's premises or devices in safe custody at its own risk, and not to dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation or this Framework Contract.
4.2 If the Supplier's performance of any of its obligations under the Framework Contract is prevented, delayed or otherwise adversely affected by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
the Supplier shall, without limiting its other rights or remedies, have the right to suspend performance of any services provided under a Subscription until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations;
the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and
the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
4.3 As part of the registration process the Customer will have to choose Customer's username and password for login into the Account. It is Customer's sole and exclusive responsibility to ensure that Customer's login details are kept securely. Customer must not disclose Customer's login details to anyone. The Supplier is not responsible for any abuse or misuse of the Account by third parties due to Customer's disclosure, whether intentional or accidental, whether active or passive, of Customer's login details to any third party.
5.1 In consideration for the provision of the Services under a Subscription, the Customer shall pay the Charges to the Supplier in accordance with this clause 5.
5.2 The Charges for the Services shall be calculated according to the billing plan set out in the Subscription Form and deducted from the Customer's credit card periodically.
5.3 For the avoidance of doubt, the Services are provided as subscription and only when the Charge for the Services is duly paid (i.e. deducted from the Customer's credit card) the Services may be provided to the Customer.
5.4 The Charges for the Extra Services will be calculated at the end of each calendar month based on the actual consumption. The Supplier shall issue a separate invoice for each calendar month. The payment shall be made by wire transfer within 10 days from the date of invoice delivery to the Customer. The invoices will be deemed delivered to the Customer upon delivery to the Account. The invoice will also be sent to the Customer's email address specified in the Account.
5.5 The Supplier reserves the right to increase the Charges at any time when the Services or Extra Services are provided. The Supplier will give the Customer written notice (which may include e-mail) of any such increase 5 days before the proposed date of the increase. If such increase is not acceptable to the Customer, it shall notify the Supplier in writing within 3 days of the date of the Supplier's notice and the Supplier shall have the right without limiting its other rights or remedies to terminate the Framework Contract by giving 30 days' written notice to the Customer.
5.6 All amounts payable by the Customer under the Framework Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). The Customer is solely responsible for complying with all applicable tax laws and regulations related to use of the Website and any services provided under a Subscription, i.e. the Customer is responsible for paying all fees and applicable taxes associated with using any services under the Framework Contract.
5.7 The Customer shall pay for the Services and Extra Services by entering valid, up-to-date and complete credit card information to the Payment System or by other manner available at the Website.
6.1 If the Supplier terminates any Subscription and/or this Framework Contract, cancels, suspends or blocks access to the Website and ceases to provide any services under a Subscription for any reason whatsoever or if the Customer cancels the Subscription, the Customer will not be entitled to a refund for any unused portion of any services provided under a Subscription or for fees paid for any unused Services.
6.2 Any Services that are not used within a period set out in the Subscription Form shall be automatically forfeited and the Customer will not be entitled to a refund for any unused portion of the fees paid for any unused Services, nor receive any credit toward additional or other Services or Extra Services.
7.1 The Customer shall not:
use the Website (including, without limitation, any Supplier Materials or any services provided under a Subscription) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other applicable law;
use any data mining, robots, or similar data gathering or extraction methods in connection with the Website or Services or attempt to gain unauthorized access to any portion of the Website, any services provided under a Subscription or Account or computer systems, or networks connected to the Website, whether through hacking, password mining, or any other means;
share screenshots from the tool or any other details about the tool without written permission from the Supplier;
use or sell information which is available within the Website tool, e.g. IP addresses of ISPs or mobile operators;
use the Website for traffic redirection to illegal sites or sending traffic from those sites to the Website. The Supplier is responsible for monitoring of such traffic;
access, store, distribute or transmit any Virus during the course of its use of the Services;
except as may be allowed by applicable law, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website, Services and/or Supplier Material (as applicable) in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services.
access all or any part of the Website, Services and/or the Supplier Material in order to build a product or service which competes with the Services and/or the Supplier Material;
use the Website, Services and/or the Supplier Material to provide services to third parties; or
subject to clause 16.2(b), license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Website, Services and/or Supplier Material available to any third party.
7.2 If the Supplier identifies violation of this clause 7.1 or any other violation of the Framework Contract, the Supplier has rights to block, suspend or cancel any Services provided under a Subscription without any prior notice.
7.3 Without limiting its other rights, the Supplier may terminate a Subscription and/or the Framework Contract without any prior notice if the Supplier identifies violation of clause 7.1 or any other violation of the Framework Contract.
7.4 The Supplier may also terminate the a Subscription and/or the Framework Contract, cancel or block access to the Website as well as to stop providing Service in case of any Cyber-attack through the Customer's domain, e.g. DDoS, Virus, Trojan, Bot-net etc. If it occurs the Supplier may shut down respective Customer's domain.
8.1 The Supplier shall use all reasonable commercial efforts, being no less than accepted industrial standards in this regard, to ensure that the Services or Extra Services are available to the Customer 94.9% of the time in any calendar month.
8.2 The Uptime SLA does not apply to any performance issues:
caused by factors outside of the Supplier control;
that resulted from any actions or inactions of the Customer or any third parties;
that resulted from the Customer's equipment and/or third party equipment;
that resulted from planned or necessary maintenance.
8.3 The Uptime SLA does not apply to the Free Plan.
9.1 The Website or any services provided under a Subscription may provide links to third-party applications, products, services, or websites for your convenience and information. If you access those links, you will leave the Website. The Supplier does not control those third party sites or their privacy practices. The Supplier does not endorse or make any representations about third-party sites. The data the Customer chooses to provide to or that is collected by these third parties is not covered by this Framework Contract.
9.2 The Supplier may provide social media features that enable you to share information with your social networks and to interact with the Supplier on various social media sites. Use of these features by the Customer may result in the collection or sharing of information about the Customer, depending on the feature.
10.1 The Supplier collects, exports, and uses data and information uploaded to the Website or submitted through the Website by the Customer to manage relationship between the Supplier and Customer or between the Supplier and other Supplier's customers and better provide Services to the Customer or other Supplier's customers by personalizing the Customer's experience and interaction.
10.2 The Supplier may use for necessary time the data and information uploaded to the Website or submitted through the Website by the Customer for all purposes in connection with Supplier's business activities.
10.4 The Supplier and the Customer acknowledge that for the purposes of the Data Protection Legislation, Supplier is a Data Processor and, to the extent that the Supplier processes Personal Data, the Supplier shall:
only process the Personal Data in accordance with the Customer's instructions from time to time; and
having regard to the state of technological development and the cost of implementing any measures, take appropriate technical and organizational measures against the unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.
11.1 All Intellectual Property Rights in, or arising out of, or in connection with, any services provided under a Subscription or Website shall be owned by the Supplier. Except as expressly stated herein, this Framework Contract does not grant the Customer any Intellectual Property Rights in respect of the Services or the Supplier Material.
12.1 Nothing in this Framework Contract shall limit or exclude the Supplier's liability for:
death or personal injury caused by the Supplier's negligence;
fraud or fraudulent misrepresentation; or
any other liability which is not permitted to be excluded or limited by applicable law.
12.2 Subject to clause 12.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Framework Contract, Website, Account or any services provided under a Subscription for:
loss of profits;
loss of sales or business;
loss of data or damage to data;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of damage to goodwill; and
any indirect or consequential loss.
12.3 Subject to clause 12.1, the Supplier's total liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Framework Contract, Website, Account or any services provided under a Subscription shall be limited to US$100.00.
12.4 Except as expressly and specifically provided in this Framework Contract:
the Customer assumes sole responsibility for results obtained from the use of the Services and the Supplier Material by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Framework Contract; and
the Services and the Supplier Materials are provided to the Customer on an "as is" basis.
12.5 The Customer hereby agree to fully indemnify and hold harmless the Supplier, its directors, employees, partners and service providers for any costs, expanse, loss, damage, claims and liabilities howsoever caused that may arise in relation to Customer's use of the Website or any services provided under a Subscription. This clause 12 shall survive termination of the Framework Contract.
13.1 This Framework Contract shall commence on the Effective Date and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other party notice to terminate this Framework Contract on 30 days' written notice.
On termination of the Framework Contract:
all Subscriptions shall automatically terminate;
the Supplier deactivates the Account;
the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Framework Contract which existed at or before the date of termination or expiry; and
clauses which expressly or by implication survive termination shall continue in full force and effect.
15.1 Each party undertakes that it shall not at any time during this Framework Contract, and for a period of five years after termination of this Framework Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients, or supplier of the other party or any member of the group of companies to which the other party belongs, except as permitted by clause 15.2.
15.2 Each party may disclose the other party's confidential information:
to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Framework Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 15; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
15.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Framework Contract.
16.1 Force majeure. Neither party shall be in breach of this Framework Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Framework Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
16.2 Assignment and other dealings.
The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Framework Contract and may subcontract or delegate in any manner any or all of its obligations under the Framework Contract to any third party or agent.
The Customer shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Framework Contract.
16.3 Entire agreement.
This Framework Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Framework Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this Framework Contract.
16.4 Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or single or partial exercise of, any right or remedy shall not:
waive that or any other right or remedy; or
prevent or restrict the further exercise of that or any other right or remedy.
16.5 Third parties. No one other than a party to the Framework Contract shall have any right to enforce any of its terms.
16.6 Governing law. The Framework Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
16.7 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Framework Contract or its subject matter or formation.