The Terms and Conditions of Use Agreement is inserted into today's date, by
and between BounceRemove and Client.
In consideration of the benefits and obligations exchanged in this Agreement,
the Parties agree as follows:
1. Definitions.
1) "Affiliate" means any entity that directly or indirectly controls, is
controlled or is under common control of the Customer.
2) "Agreement" means these terms and conditions of use.
3) "Content" means the information, documents, spreadsheets and products made
available to Customer through BounceRemove's Hosted Service.
4) "Customer Data" means any data, information or materials provided by Customer
to the BounceRemove Hosted Service.
5) "BounceRemove Hosted Service" means the online service of the Provider
accessed through the Site, including the BounceRemove API, and the Content to
which Customer is being granted access pursuant to this Agreement.
6) "Intellectual Property Rights" means patent rights, design rights,
copyrights, trademarks, service marks, trade names, domain name rights, know-how
and trade secret rights and all other intellectual property and derivatives.
other forms of protection of a similar nature.
7) "Provider Technology" means any Provider proprietary technology made
available to Customer to provide BounceRemove Hosted Service.
8) "Site" means www.bounceremove.gq.
2. License Grant and Restrictions. Subject to Customer's material compliance
with this Agreement and payment of all fees and charges related to the use of
BounceRemove's Hosted Service, Supplier grants Customer a revocable,
non-exclusive and non-transferable worldwide right to use BounceRemove's Hosted
Service exclusively for internal commercial purposes and use. The license
granted here allows Customer to upload Customer Data to BounceRemove Hosted
Service and download files provided to Customer through the BounceRemove Hosted
Service that contains Customer Data. Customer retains all rights in any use of
files downloaded through the BounceRemove Hosted Service that contain Customer
Data.
Customer agrees not to: (i) license, sublicense, sell, resell, transfer, assign,
distribute, provide access to, or otherwise make available the BounceRemove
Hosted Service to any third party; (ii) modify or make derivative works based on
the BounceRemove Hosted Service; or (iii) decompile, disassemble or reverse
engineer BounceRemove's Hosted Service, or allow or assist any third party to do
so.
You will not: (i) consciously use BounceRemove's Hosted Service or Vendor's
Proprietary Technology to send unsolicited emails, including, without limitation,
promotions or advertisements for products or services; (ii) knowingly send or
store infringing, obscene, libelous or otherwise unlawful or tortuous material
for BounceRemove's Hosted Service; (iii) knowingly upload, or upload or store
material containing viruses, worms, Trojan horses or other computer codes, files
or programs harmful to or from BounceRemove Hosted Service; (iv) interfere with
or disrupt the integrity or performance of BounceRemove Hosted Service; (v)
attempt to gain unauthorized access to the BounceRemove Hosted Service or to
your systems or networks; or (vi) use the BounceRemove Hosted Service in
violation of applicable law.
3. Customer Responsibilities. Customer is responsible for all activities that
occur under Customer's account and will comply with all applicable laws,
treaties and regulations relating to the use of BounceRemove's Hosted Service.
Customer accepts full responsibility for the use of BounceRemove's Hosted
Service and for any results obtained from such use, including but not limited to
any actions taken with its Customer Data after the use of BounceRemove's Hosted
Service.
4. Customer Data. The provider does not have any client data. Customer Data is
proprietary and confidential information of Customer. In addition, Supplier must
maintain all data in accordance with its Privacy Policy.
5. Use of identifying information. Customer agrees to be identified by the
Provider as a customer on the Site and any promotional material of the Provider.
6. Intellectual Property. The Provider has all rights, title and interest,
including all related Intellectual Property Rights, in and to the Provider of
Technology, Content and BounceRemove Hosted Service. The Provider expressly
reserves all rights, titles and interests in the Provider and in BounceRemove,
including, without limitation, any derivatives, improvements, enhancements or
extensions designed, reduced to practice or developed by the Provider, together
with any Intellectual Property Rights, or federal or state rights related to
them. Supplier also expressly reserves any and all rights not expressly and
explicitly granted in this Agreement, including, but not limited to, your right
to license Supplier Technology, BounceRemove Content and Hosted Service. This
Agreement is not a sale and does not transfer any proprietary right to
BounceRemove's Hosted Service. The customer's rights below are strictly limited
as set forth herein. Customer does not acquire any right, title or interest,
other than the right to use BounceRemove's Hosted Service under this Agreement.
7. Confidentiality. Customer acknowledges that BounceRemove's Supplier
Technology, Content and Hosted Service contain valuable business secrets and
confidential information ("Confidential Information") from Supplier, including
without limitation the architecture and functionality of Supplier Technology,
Content and of BounceRemove Hosted Service, and the appearance, organization,
design, content, and flow of the BounceRemove Hosted Service. Customer agrees
not to share, disclose or transfer, and not allow a third party to share,
disclose or transfer any Confidential Information from the Provider.
8. Charges and Payment of Fees. You are responsible for paying all fees and
charges in accordance with the pricing terms shown on www.bounceremove.gq.
BounceRemove may change BounceRemove's Hosted Service fees at any time and from
time to time, effective immediately upon receipt by Customer of such notice of
such fee change; provided such rate changes are effective only as to the use of
BounceRemove Hosted Service occurring after the effective date of the relevant
rate change.
9.Termination. A Party may terminate this Agreement immediately for any reason
or for no reason whatsoever. You may terminate this Agreement at any time by
discontinuing use of the BounceRemove Hosted Service. Any breach of Customer's
payment obligations or unauthorized use of BounceRemove's Hosted Service will be
considered a material breach of this Agreement. Supplier may terminate this
Agreement, Customer's account or BounceRemove's Hosted Service Customer use if,
in Customer's sole discretion, Customer commits a material breach of this
Agreement or fails to comply with this Agreement. In the event of such
termination, Customer will not be entitled to any refund.
10. Representations and Warranties. Each party represents and warrants that it
has the legal power and authority to enter into this Agreement. The Provider
declares and warrants that: (a) it has the right and authority to make available
the BounceRemove Hosted Service to Customer, as expressly authorized by this
Agreement; (b) provide BounceRemove Hosted Service in a manner consistent with
general software standards; (c) use its best efforts to detect software viruses
and other undesirable components and promptly take all reasonable steps to
remove or neutralize any such components; and (d) use leading commercial
encryption technology designed to encrypt Customer Data in its possession.
11. Mutual Compensation. Customer will indemnify, defend and hold the
Provider and its affiliates, officers, directors, employees, lawyers and agents
from and against any and all claims, costs, damages, losses, liabilities and
expenses arising out of or in connection with: (a) a claim from a third party
alleging that Customer uses BounceRemove's Customer Data or Hosted Service,
provided, in any event, Supplier (i) promptly provides written notice to
Customer of the claim; (ii) gives Customer exclusive control of the defense and
resolution of the claim; and (iii) provides Customer with all available
information and assistance. Supplier shall indemnify, defend and hold affiliates,
officers, directors, employees, lawyers and agents harmless from and against any
and all claims, costs, damages, losses, liabilities and expenses arising out of
or relating to: (a) a claim by a third party alleging that BounceRemove's Hosted
Service directly infringes an Intellectual Property Right of a third party;
provided that Customer (i) immediately notifies the Provider of the claim; (ii)
provide the Provider with sole control of the defense and resolution of the
claim; and (iii) provides the Provider with all available information and
assistance.
12. Exemption. THE DECLARATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT ARE
THE COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF THE SUPPLIER. THE
PROVIDER DISCLAIMS ALL OTHER STATEMENTS, WARRANTIES AND GUARANTEES OF ANY KIND.
EXCEPT AS PROVIDED HEREIN, BOUNCEREMOVE'S HOSTED SERVICE IS PROVIDED "AS IS",
"AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE OR INFRINGEMENT OR THE
3RD. RIGHTS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. PROVIDER DOES NOT GUARANTEE AND CAN NOT WARRANT THE
PERFORMANCE OR RESULTS THAT YOU MAY OBTAIN BY USING THE BOUNCEREMOVE HOSTED
SERVICE. THE SUPPLIER DOES NOT GUARANTEE THAT ACCESS OR USE OF THE HOSTED
SERVICE OF THE BOUNCEREMOVE WILL BE UNINTERRUPTED OR ERROR-FREE.
13. Limitation of Liability. EXCEPT FOR CLAIMS ARISING OUT OF THE OBLIGATIONS OF
CONFIDENTIALITY OR INDEMNIFICATION OF THIS CONTRACT OF ANY PART, THE AGGREGATE
LIABILITY OF ANY PART WILL EXCEED THE VALUE REALLY PAID BY THE CUSTOMER TO THE
SUPPLIERS IN THE PERIOD OF SIX (6) MONTHS BEFORE THE CLOSING EVENT, AND NO PARTY
WILL BE RESPONSIBLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND OR TYPE ARISING OUT OF THE USE OF THE
CONSUMER OF THE HOSTED SERVICE BOUNCEREMOVE.
14. Modifications The Provider reserves the right to change or revise the terms
of this Agreement, giving the Customer, with thirty (30) days in advance, the
changes to be made. Your continued use of the BounceRemove Hosted Service after
the changes become effective means that You have accepted the revised terms. If
Customer does not agree to accept the changes, Customer's sole remedy is to
discontinue use of the Software.
15. Force Majeure. Notwithstanding anything to the contrary, the Parties shall
not be liable for delays or failures in performance caused by circumstances
beyond the reasonable control of the defaulting party, such as wars or
insurrections, acts of government, strikes, fires, floods, earthquakes, and / or
embargoes.
16. Relationship of Parties. No partnership, employment or agency
relationship exists between you and the Supplier as a result of this Agreement.
17. Attribution. This Agreement may not be assigned by either party without the
prior written consent of the other party, which shall not be unreasonably
withheld, but may be assigned without the consent of the other party to (i) a
parent or subsidiary; (ii) an acquirer of assets or equity; or (iii) a successor
by merger. Any attribution alleged in violation of this section will be void.
18. Disclaimer. The Ombudsman's failure to enforce any right or provision of
this Agreement shall not constitute a waiver of such right or provision unless
it is acknowledged and agreed by the Ombudsman in writing.
19. Comprehensive Agreement. This Agreement covers the entire agreement between
Customer and Supplier and supersedes all prior or contemporaneous written or
oral negotiations, discussions or agreements between the parties with respect to
the subject matter contained herein.
BY CLICKING THE "I AGREE TO THE TERMS AND CONDITIONS" BUTTON, YOU ACKNOWLEDGE
THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE AGREEMENT FOR TERMS
AND CONDITIONS OF USE ABOVE. IF YOU REJECT THE TERMS PROPOSED ABOVE, YOU WILL BE
DENIED AT THE HOSTED BOUNCEREMOVE SERVICE.
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