BEFORE USING THE SERVICES OFFERED BY SENSE4CODE
("SUPPLIER" as defined below) PLEASE READ THESE SOFTWARE AS A SERVICE TERMS ("Agreement") CAREFULLY. BY USING THIS WEBSITE AND SERVICES, YOU AGREE TO SUBMIT TO THE TERMS OF THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ORGANIZATION, COMPANY OR ENTITY FOR WHICH YOU ARE ACTIVE ("Customer" or "You") AND DECLARE THAT YOU ARE ENTITLED TO BIND CUSTOMER TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCEPT THIS AGREEMENT AND YOU WILL NOT HAVE THE RIGHT TO USE THE SERVICES OFFERED BY SUPPLIER. REGISTRATION USING "BOTS" OR OTHER AUTOMATED METHODS IS NOT ALLOWED. SUPPLIER'S ACCEPTANCE OF THIS AGREEMENT IS EXPRESSLY SUBJECT TO YOUR ACCEPTANCE OF ALL THE TERMS OF THIS AGREEMENT, EXCLUDING ALL OTHER TERMS; IF THIS AGREEMENT IS CONSIDERED TO BE AN OFFER BY SUPPLIER, ITS ACCEPTANCE IS EXPRESSLY LIMITED TO THIS AGREEMENT.
1. DEFINITIONS OF TREATIES
"Affiliate" means any entity that directly or indirectly controls, is under common control with, or is controlled by a Party. For this purpose, 'control' means the power to direct or administer the management or policy of such an entity, whether through beneficial ownership of voting securities, a contract or otherwise.
"Authorized User" means an employee, contractor, agent or any other person authorized by Customer to access and use the Services through Customer's account for the purposes set forth herein. Customer is responsible for ensuring that Authorized Users comply with this Agreement.
"Course Provided by Customer" means a course or course that Customer makes available, presents or otherwise administers to Authorized Users.
"Course in Customer's Course Store" means the Course and related materials that Customer requests to be made available to third parties through the LMS Course Store.
"Documentation" means user manuals, online help, training materials and any other documentation available to Customer in connection with the use of the Services.
"Effective Date" means the first day Customer accesses the Services.
"LMS Services" means the services and materials relating to the structuring and presentation of Online Courses to Authorized Users, including the Supplier's own course content.
"LMS Course Store" means a course online store page operated as part of the Service where courses and related materials may be promoted and made available to other users.
"Order" means the order document concluded between the Supplier and
"Portal" means the web address assigned and/or designated by the Supplier to Customer to access the Services.
"Service" means the Supplier's hosted Internet service for learning management under the name Scormium, which is available to the Customer through the Portal.
"Supplier" means Sense4code with its registered office in the Czech Republic, Křižíkova 185/35, 186 00 Prague 8 - Karlín.
2. OVERVIEW OF SERVICES.
The Services provided by Supplier include (a) the LMS Services and (b) the LMS Courses Store (as defined in the LMS Academy Terms of Sale) as well as other content or features made available by Supplier from time to time.
3. ACCESS RIGHTS.
- LMS services. Supplier hereby grants customer a non-exclusive, non-transferable, limited right to access and use the LMS services solely for the Customer's internal business operations, up to the maximum number of Customer's Authorized Users specified in the relevant Order or Customer account, for the duration of the applicable Subscription (as defined in section 7.3). Customer may choose either the Supplier's standard free plan or paid features including Subscription.
- LMS Academy. The Customer may request the availability of the Course of the Customer Shop to third parties through the LMS Of the Course Shop and, subject to the terms of the Scormium Course Trade Terms available and through the Customer Service Interface, as amended ("Course Trade Terms"). The terms of the exchange rate trade are hereby incorporated into this document.
- Registration. Customer must register for an account in order to access parts of the Services. The Customer agrees that the information provided for the purpose of registering an account is accurate and will always be accurate and up-to-date. The customer is solely responsible for maintaining the confidentiality of his account and password using his full name and email and is fully responsible for the accuracy of the information. The user assumes responsibility for all activities that take place under the account. Customer will not share passwords, credentials or other means of accessing the Account with a third party, except for Authorized Users. If the Customer has reason to believe that his account is no longer secure, he must immediately notify the Supplier in case of emergency to his contact person or to the address of the scormium.com.
- User subscriptions. The maximum number of current Authorized Users that Customer may allow to access and use the Services at any given time shall not exceed the maximum number of User Subscriptions purchased by Customer as part of an order or selected plan (unless expressly provided otherwise under the Selected Plan). Each user subscription must correspond to a unique Authorized User who subscribes, accesses and uses the Services through password-protected access to the Portal. Each Authorized User is responsible for maintaining the security of the account and password of that Authorized User. A single login shared by multiple Authorized Users is not allowed. Customer is obliged to maintain an up-to-date list of current Authorized Users and, upon 10 days' written notice, to allow Supplier or its duly authorized representative to audit Customer's records relating to the measurement of the number of Authorized Users and User Subscriptions, provided that such audit may not be carried out more than once during any consecutive 12-month period. Each Authorized Person conducting such audit must protect Customer's Confidential Information (as defined herein) and follow Customer's reasonable security procedures. Customer will use all reasonable efforts to prevent any unauthorized access to or use of the Services and/or Documentation.
- Courses delivered to customers. Customer may choose to charge Eligible Users fees for access to the course provided by Customer. Customer is solely responsible and Supplier assumes no responsibility in terms of (a) administering and operating each course delivered by Customer, (b) supporting Authorized Users in connection with participation in a Course Delivered by Customer, (c) ensuring that Courses Delivered by Customer do not infringe the intellectual property rights of third parties, and (d) ensuring that Courses Delivered by Customer are not offensive, vulgar; obscene, defamatory or otherwise illegal.
- Bargains. Customer must attach a separate End User License Agreement ("EULA") that governs the relationship between Customer and the Authorized Users and such Authorized Users' access to the Services, including Courses delivered by Customer. The applicable EULA is solely between Customer and the Authorized User. Supplier shall have no liability or liability under any EULA. The EULA must contain legally enforceable provisions under which each Authorized User obtains all necessary licenses, rights, consents and permissions and which comply with the terms, limitations and provisions of this Agreement and all applicable laws, rules and regulations.
6. CUSTOMER'S OBLIGATIONS.
Customer undertakes to: (a) provide Supplier with reasonable information and assistance in order to provide the Services; (b) comply with all applicable local, state, provincial, national, federal and foreign laws in connection with your use of the Services; (c) promptly notify the Supplier as soon as it becomes aware of any unauthorized use of the Services; (d) designate a qualified employee as the administrator of the Customer Services; (e) collect, upload, update all Authorized User data and materials provided for use in connection with the Services; and
(f) in the case of a Free Version account, not to maintain - either directly or indirectly - more than one account.
7. PAYMENT FOR SERVICES.
You may pay fees for some features of the Services. Before paying any fees, you will have the opportunity to familiarize yourself with the fees that will be charged to you and agree to them. All fees are in U.S. dollars and are non-refundable unless expressly stated otherwise herein.
- Price. The Supplier reserves the right to set prices for the Services. The Supplier shall make reasonable efforts to ensure that the price information published on the Website is up-to-date and available at /Ceny. We encourage you to regularly check our website for up-to-date pricing information. Supplier may change the fees for any feature of the Services, including additional fees or charges, provided that Supplier gives you advance notice of the changes prior to their application. The Supplier may, at its sole discretion, make promotional offers with different features and different prices for any of the Supplier's customers. These promotional offers, if not intended for you, do not apply to your offer or this Agreement. The fees specified in the applicable order or order interface are exclusive of all federal, state, municipal or other government excise taxes, sales, use, value added or other taxes now in force or to be enacted in the future, and customer is liable to pay all such taxes (excluding taxes on supplier's net income) that supplier may now or at any time in the future be required to collect or pay such fees. Unless otherwise specified in the Order, the Customer shall pay all undisputed invoices of the Supplier within 30 days of receipt of the invoice by the Customer. Payment of outstanding amounts to the Supplier will be made in accordance with the payment schedule specified in the Order or other order interface.
- Authorization. You authorize a third party supplier or payment processor to charge all amounts for orders placed by you, orders placed by you, and any level of service you choose as described in this Agreement or disclosed by Supplier, including any applicable taxes, to the payment method specified in your Account. If you pay any fees by credit card, the third party payment processor may request pre-authorization of your credit card account prior to purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
- Subscription Services. Paid Services may include recurring payments for recurring fees ("Subscriptions"). The price, duration and limitations of each Subscription will be specified in the relevant Order. If you activate a Subscription, you authorize Supplier to charge regularly, on an ongoing basis until the cancellation of either recurring payments or your account, of all accrued amounts on or before the due date of the accrued amounts. "Subscription Billing Date" is the date you purchase your first subscription. Information about the "Subscription Fee" can be found on our /pricing page. Your account will be automatically charged on subscription billing date for all applicable fees and taxes for the next subscription period. Your subscription will continue until you cancel or end it. You must cancel your subscription before renewing it to avoid being charged another recurring subscription fee to your account. We will charge a recurring subscription fee to the payment method you provided to us when you registered (or to another payment method if you change your payment information). You can cancel your subscription through your portal (under Account and Settings) or you can contact us at help.scormium.com. If the Customer terminates the Subscription for convenient reasons within the first three months of the annual Subscription, the Customer shall be entitled to a refund of the proportion of the amounts paid in advance, except for a cancellation fee of 10% deducted from such compensation. Such refunds are not possible with respect to any renewed Subscription period. If you choose not to renew your Subscription, your account will be converted to the free version of the Services and you acknowledge and agree that this may result in Customer Content being unavailable or permanently deleted.
- Overdue accounts. Vendor may suspend or terminate access to the Services, including fee-based portions of the Services, for any account where any amount is due but not paid. In addition to the amount due for the Services, fees or charges related to any refund of the fee or recovery of any unpaid amount, including recovery fees, will be charged to the account with arrears.
8. PAYMENTS TO THE CUSTOMER.
If you offer third parties or Authorized Users a course in the Customer Store or a course delivered by a Customer in exchange for a Fee, you may receive the fees charged less certain fees and expenses ("Customer Fees") through the Supplier's third party service provider (e.g., Stripe). You may choose the fee, as well as the pooling of materials in exchange for a discount, if the Supplier makes such an option available. In order to receive your customer fees, you may be asked to account with this third-party service provider or other financial institution, and you may be charged fees for any
related processing services. Any fees charged by the supplier's third party service provider or other financial institution are a matter between you and that provider or institution and may be governed by their terms or the agreement you have with them. Supplier may set limits on the balance of customer fees you need to be paid and on the amount of customer fees you may pay on a given day or transaction, and Supplier may update such limits from time to time in its sole discretion. Under no circumstances may the customer pay out more than $1,000 per day.
9. TERM AND TERMINATION.
- Duration of the agreement. This Agreement shall commence on the effective date and shall continue unless terminated in accordance with this Agreement (hereinafter referred to as the "Term"). On the effective date of termination of this Agreement, all Subscriptions then in force under the Agreement shall be terminated, unless Supplier and Customer agree otherwise.
- Termination for a reason. Each party has the right to terminate this Agreement at any time without liability to the other if any of the following events occur: (a) if the other party breaches any of the terms of this Agreement and such breach has not been remedied within thirty (30) days of receipt of the remedy notice delivered to the other party; (b) if the other party becomes insolvent, makes a general assignment to creditors, has appointed or authorizes the appointment of an administrator of its business or assets, becomes the subject of any proceedings under any domestic or foreign bankruptcy or insolvency law, is voluntarily or otherwise wound up, or suffers any similar action as a result of debts; or (c) if the other party engages in illegal activity.
- Termination for convenience. The Customer may terminate this Agreement at any time without giving any reason on the basis of written notice sent to the Supplier 30 days in advance, in which case the active subscription shall be deemed to have been terminated. The Customer acknowledges that if the Contract is terminated for reasons of convenience, any pre-paid fees to the Supplier corresponding to the unused Subscription period shall not be refunded.
- Effect of inactivity. If a customer has a free account and has not signed in to the account for more than 365 days, that account will be permanently deleted. Vendor will provide a reminder notification once every two months (every 60 days of inactivity) prior to deleting customer account. After such deletion of the account, all customer content becomes inaccessible and may be permanently deleted.
- Effect of termination. Upon termination of this Agreement: (a) your license rights will terminate and you must immediately cease using all Services; (b) you will no longer be entitled to access your account or the Services; (c) you must pay Supplier any unpaid amount that was due prior to termination; and (d) all payment obligations arising prior to termination and Articles 1, 5, 7, 9.5, 9.6, 10, 13, 15, 16.3, 17, 18, 19, 20 and 21 shall survive.
- Modifying services. Supplier reserves the right to change or discontinue the provision of the Services (including limiting or terminating certain features of the Services) at any time, temporarily or permanently, without notice to you. Supplier shall not be liable for any change to the Services or for any suspension or termination of your access to or use of the Services.
10. INTELLECTUAL PROPERTY OWNERSHIP.
Supplier and its licensors retain all intellectual property rights in the Services and their components, including source code, Documentation, Portals, URLs, appearance, structure, organization, preparatory design material and all other elements of the Services. ("Materials"). All Materials in the Services are the property of Supplier or its third party licensors. Except for the right to use the Services for the period set forth in this Agreement, nothing in this Agreement shall create any rights for Customer in the Services.
Supplier reserves all rights to the Materials not expressly granted in this Agreement. To the extent that Customer provides Supplier with any feedback regarding the Services (including feedback regarding usability, performance, interactivity, bug reporting and test results) ("Feedback"), Supplier will own all right, title and interest in such Feedback (and Customer hereby makes all transfers necessary to achieve such ownership). Customer shall promptly notify supplier of any third party claim delivered to Customer relating to intellectual property rights in the Services or Documentation.
11. THIRD PARTY TERMS.
- Third-Party Services and Linked Websites. Vendor may provide tools through the Services that allow you to export information, including Customer Content, to Third-Party Services, including features that allow you to link your Vendor account to an account on a Third-Party Service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as "Like" or "Share" buttons). By using any of these tools, you agree that vendor may transfer this information to the appropriate third party service. The Third Party Services are not under supplier's control and, to the maximum extent permitted by law, Supplier is not responsible for how the Third Party Service uses your exported information. The Services may also contain links to third-party websites. The linked websites are not under the control of the Supplier and the Supplier is not responsible for their content.
- Third-party software. The Services may include or contain third-party software components that are generally available free of charge under licenses that grant recipients broad rights to copy, modify, and distribute those components. ("Third Party Components"). Although the Services are provided to you in accordance with this Agreement, nothing in this Agreement prevents, limits or is intended to prevent or restrict your acquisition of Third Party Components under applicable third party licenses or to restrict your use of Third Party Components under such third party licenses.
12. CUSTOMER CONTENT
- Content for customers in general. Certain features of the Services may allow users to upload courses and other content to the Services, including messages, reviews, photos, videos, images, folders, data, text and other types of works ("Customer Content"), and to post Customer Content on the Services. You retain any copyright and other proprietary rights you may have in the Customer Content that you post on the Services.
- Limited license to the vendor. By providing Customer Content to or through the Services, you grant Supplier a worldwide, non-exclusive, royalty-free, fully paid right and license (with sublicense right) to host, store, transmit, display, perform, reproduce, modify for formatting purposes to display and distribute customer Content, in whole or in part, to provide the Services as described in this Agreement.
- Limited license to other customers. By providing Customer Content to other users of the Services or through the Services, you grant such users a non-exclusive license to access and use such Customer Content in accordance with this Agreement and the features of the Services.
- Representations and warranties regarding customer content. The Supplier disclaims any liability in connection with the Customer's content. For your Customer Content and the consequences of providing Customer Content through the Service. By providing Customer Content through the Services, you acknowledge, represent and warrant to us that:
- you are the creator and owner of customer Content or have the necessary licenses, rights, consents and permissions to authorize suppliers and users of the Services to use and distribute your Customer Content in a manner that is necessary to exercise the licenses granted by you in this section, in a manner that is envisaged by the supplier, the Services and this Agreement;
- your Customer Content and its use under this Agreement: (i) does not infringe, infringe or abuse the rights of third parties, including intellectual property rights; (ii) does not defame, defame, insult or interfere with the right to privacy, publicity or other proprietary rights of any other person; or (iii) does not cause Supplier to violate any law or regulation; and
- your Customer Content cannot be considered by a reasonable person to be inappropriate, vulgar, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate.
- You have all the necessary approvals and permissions to transfer all licenses to vendors under this agreement.
- Disclaimer of Customer Content. We are under no obligation to edit or review Customer Content that you or other users post or publish, and we are not responsible for Customer Content. However, Supplier may, at any time and without prior notice, review, remove, modify or block any Customer Content that, in our sole opinion, violates this Agreement or is otherwise inappropriate. You acknowledge that you will be exposed to Customer Content from a variety of sources when using the Services, and you acknowledge that Customer Content may be inaccurate, offensive, indecent, or inappropriate. You agree to waive and waive any statutory or equitable right or remedy you have or may have against supplier with respect to Customer Content. If a user or content owner notifies us that Customer Content is allegedly not in compliance with this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove Customer Content, which we reserve the right to do so at any time and without notice. For the sake of clarity, the Supplier does not allow copyright infringing activities in the Services.
- Content monitoring. Supplier does not control and is not obliged to monitor: (a) Customer Content; (b) any content made available by third parties; or (c) the use of the Services by their users. You acknowledge and agree that Supplier reserves the right and may from time to time monitor any information transmitted or received through the Services for operational purposes. If, at any time, the Supplier decides to monitor the content, it nevertheless assumes no liability for the content or for any loss or damage incurred as a result of the use of the content.
13. CUSTOMER DATA.
- The Supplier shall process information and personal data pursuant to this paragraph for the duration of the Contract and until the collection of payments, unless the processing after the expiry of the Term of the Contract is necessary for the fulfilment of a legal obligation or for the establishment, exercise or defence of legal claims.
- The Customer hereby acknowledges and agrees that the Supplier will process the Customer's name and e-mail address for the purpose of communicating with the Customer during the presentation and promotion of services or new services. The customer may unsubscribe from this electronic communication at any time free of charge by simply clicking on the "unsubscribe" button contained in the electronic communication.
14. CONFIDENTIAL INFORMATION.
During the Term, each party ("Disclosing Party") may disclose to the other party (the "Receiving Party") the first party's confidential or proprietary materials and information ("Confidential Information") in connection with this Agreement. All materials and information communicated by the Disclosing Party to the Receiving Party under this Agreement and marked as "Confidential" or provided with a similar legend at the time of communication, and any such other information that the Receiving Party should reasonably know to be Confidential Information of the Disclosing Party, shall be deemed to be "Confidential Information"; for the avoidance of doubt, the Services, all price information and the terms of this Agreement are confidential information of the Supplier. The Receiving Party shall maintain the confidentiality of the Confidential Information and shall not disclose such information to any third party without the prior written consent of the Disclosing Party. The Receiving Party will only use the Confidential Information internally for the purposes envisaged by this Agreement. The obligations in this Section 15 do not apply to any information that: (a) is generally available to the public without violating this Agreement, (b) is developed by the receiving party independently of the disclosing party's confidential information, (c) is disclosed to the receiving party by a third party without restriction, or (d) was in the lawful possession of the receiving party prior to the communication to the receiving party and was not obtained directly or indirectly by the receiving party from the disclosing party. The Receiving Party may disclose Confidential Information if required to do so by law or court order; provided that the Receiving Party promptly notifies the Disclosing Party in writing and makes every effort to limit disclosure. The Receiving Party shall at any time, at the request of the Disclosing Party, return to the Disclosing Party all Confidential Information of the Disclosing Party in its possession, including all copies and extracts thereof. Notwithstanding the foregoing, (i) the Receiving Party may disclose Confidential Information to any third party to the limited extent necessary for the exercise of its rights or the performance of its obligations under this Agreement; provided that all such third parties are bound in writing by obligations of confidentiality and non-use of the Disclosing Party's Confidential Information, which are at least as protective as the terms of this Agreement, and (ii) all Feedback is solely Supplier's Confidential Information between the parties.
15. LIMITED WARRANTY AND DISCLAIMER OF LIABILITY
- Each party warrants that: (a) it is a validly existing and properly constituted company in accordance with applicable local laws; (b) has the power of attorney, the legal right and authority to enter into this Agreement and to perform all acts and items and to conclude and deliver any other documents required under this Agreement to be made, complied with or performed in accordance with its terms; and (c) take all necessary corporate steps to permit the creation, conclusion, delivery and performance of this Agreement and to comply with and perform the provisions of this Agreement in accordance with their terms.
- Supplier further warrants that, throughout the term of the contract, the Services, when used in accordance with their current Documentation and in normal use and circumstances, will operate in substantial compliance with the Documentation in normal use and circumstances.
- Except as provided in THIS SECTION 16, Supplier makes no representations or warranties or conditions regarding the Services, the MATERIALS or their use, accuracy or function. Supplier specifically provides the Services "AS IS" and "AS AVAILABLE" and disclaims all warranties, express, implied or statutory, with respect to the Services, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. Customer acknowledges that customer has not relied on any warranties or representations other than those that may be set forth herein. Supplier does NOT WARRANT THAT THE SERVICES OR CONTENT OFFERED THROUGH THE SERVICES WILL BE INTACT, SAFE OR FREE FROM ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND SUPPLIER DOES NOT WARRANT THAT ANY OF THESE PROBLEMS WILL BE CORRECTED. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE FEES CHARGED TO AUTHORIZED USERS AND SUPPLIER WILL NOT BE RESPONSIBLE FOR ANY DIFFERENCE BETWEEN THE FEES CHARGED TO AUTHORIZED USERS AND THE FEES THAT CUSTOMER PAYS TO SUPPLIER. THE LIMITATIONS, EXCLUSIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION 16.3 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. The Supplier undertakes not to refuse any warranty or other right which the Supplier may not refuse under applicable law.
16. LIMITATION OF LIABILITY
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SUPPLIER AND ITS AFFILIATES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF CUSTOMER'S ACCESS TO OR USE OF THE SERVICES, OR IN CONNECTION WITH CUSTOMER'S INABILITY TO ACCESS OR USE THE SERVICES; WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER ANY SUPPLIER ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SUPPLIER ENTITIES' TOTAL LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR INABILITY TO USE ANY PART OF THE SERVICES OR OTHERWISE ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE GREATER OF THE FOLLOWING: (A) CUSTOMER HAS PAID SUPPLIER FOR ACCESS TO AND USE OF THE SERVICES DURING THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE; WHICH IS THE CAUSE OF THE CLAIM, OR (B) $100.
- ANY PROVISION OF THIS AGREEMENT THAT PROVIDES FOR LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE RISK BETWEEN THE PARTIES UNDER THIS AGREEMENT AND EFFECTIVELY DIVIDES IT. THIS DIVISION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS SET OUT IN THIS SECTION 17 SHALL APPLY EVEN IF ANY OF THE LIMITED REMEDIES FAILS OF ITS ESSENTIAL PURPOSE.
Customer will defend, indemnify and hold harmless Supplier from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys' fees) arising out of or in connection with: (a) Customer's violation of any laws or regulations (including those relating to the protection of personal data); (b) customer's or any authorized user's use of the Services; and (c) breach of any agreements entered into by Customer with any Authorized User.
The Supplier reserves the right to amend this Agreement at any time with a notice period of seven days. Please periodically review this Agreement for changes. If the amendment to this Agreement materially changes the rights or obligations of the Customer, the Supplier may require the Customer to accept the amended Agreement in order to continue to use
Services. Customer must accept these changes in order to continue to access or use the Services. If Customer does not agree to the Modifications, Customer's exclusive remedy is to cease all access to and use of the Services. If the effective date of the modifications occurs during the Term of the Subscription and customer does not agree to the modifications, Customer may (as its sole remedy) upon notice to Supplier terminate its affected Subscription and Supplier shall refund to Customer any fees paid in advance for the use of the Services for the terminated portion of the term of the relevant Subscription. To exercise this right, the Customer must deliver to the Supplier a notice of his disagreement and termination within 30 days of the Supplier's notification of the changes. Material changes are effective at the moment of acceptance of the modified version of the Agreement by the Customer.
Non-material changes are effective at the time of publication. Except as expressly permitted in this Section 19, this Agreement may only be modified by a written agreement signed by authorized representatives of the parties to this Agreement. Disputes arising under this Agreement shall be resolved in accordance with the version of this Agreement in effect at the time the dispute arose.
19. SANCTIONS AND EXPORT CONTROLS.
You acknowledge that the Services may be subject to U.S. and international export control laws and regulations. You agree to comply with all applicable export control and re-export control laws and regulations, including the Export Administration Regulations maintained by the Export Control Authority.
The U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control. You agree not to sell, export, re-export, transfer or redirect the Service provided by supplier to any destination, entity or person prohibited by United States law or regulation without obtaining prior permission from competent governmental authorities as required by such laws and regulations. In addition, you warrant that (1) you are not
is located in Cuba, Iran, North Korea, Syria or Crimea, Ukraine, and (2) is not a rejected party as specified in the above regulations. This export control clause shall survive termination or repeal of this Agreement.
- Announcement. Any notice, request, instruction or other document to be transmitted to any contracting party under this Agreement must be in English, in writing and sent by first class mail, confirmed fax or main commercial fast courier service to the address specified on the Customer's account or to the Supplier's address: Křižíkova 185/35, 186 00 Praha 8 - Karlín. (or such other address as may be duly determined by written notice under this Agreement). E-mail notification will be allowed by the Supplier if it is sent to the e-mail address of the Customer's account.
- Entire Agreement. The Agreement, including the Odds Store Terms and any applicable Order or DPA, constitutes the entire agreement and contains the entire and exclusive agreement between the parties with respect to the matters referred to herein. No terms other than those expressly set forth herein shall be deemed to be implied. No amendment or modification to this Agreement shall be valid or binding unless made and confirmed in writing or otherwise signed by the parties.
- Separability. In the event that one or more provisions of this Agreement become invalid or unenforceable, that provision shall be limited or removed to the minimum extent necessary so that this Agreement otherwise remains in full force, effect and enforceable.
- Disclaimer. A waiver of any obligation on the part of either party shall not be deemed to be a waiver of any prior or consequential breach of the same or other provisions of this Agreement.
- Force majeure. Any delay or failure by either party under this Agreement shall not be deemed a breach of this Agreement and shall be excused to the extent caused by any event beyond such party's reasonable control, including accident, force majeure, fire or water damage, crime, negligence, war, riots, strikes, lightning, electrical breakdowns or other similar causes. Such events, events or causes do not include an inability to meet financial obligations. The period of performance under this Contract is extended by the time lost due to such delay. Notwithstanding the other provisions of this Section, should the Event of Force Majeure last for more than 30 days, the non-affected party may terminate this Agreement immediately upon written notice to the affected party.
- Marketing. During the period: (a) the Customer agrees to participate in case studies and other similar marketing activities reasonably requested by the Supplier; (b) The Supplier may inform third parties that the Customer is a customer of the Supplier; and (c) Supplier may include customer references and other feedback regarding the Services, his name, website URL, use case and logo and other brands on its website, in case studies, marketing materials and conference presentations and other performance occasions. At the Customer's request, the Supplier shall promptly terminate the publication and use described in the previous sentence, except to the extent already contained in any materials existing at that time.
- Assignment. This Agreement may only be assigned or transferred by the Customer with the prior written consent of the Supplier; however, Customer may, upon prior written notice to Supplier, transfer and assign its rights and obligations under this Agreement to an Affiliate or in connection with a merger, acquisition, reorganisation or sale of all or a substantial part of its assets covered by this Agreement. If such transfer or assignment is made to a direct competitor of the Supplier, the Supplier may terminate this Agreement upon written notice to the Customer. The Supplier is free to assign this Agreement. Any assignment contrary to the foregoing is void.
- Governing Law, Jurisdiction. Any dispute arising out of this Agreement shall be construed solely in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. For the purposes of this Agreement, Customer agrees to the personal jurisdiction and venue of the courts located in the State of Delaware, without prejudice to the provisions of the Service Agreement.