Invite AS Customer Terms of Service
Last Modified: 28.01.2020
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
This is a contract between you (the Customer) and us (Invite AS). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using Invite As services or Applications, you are agreeing to these terms.
Finally, we know legal terms can sometimes be difficult to navigate, so we wanted to give you a roadmap of the Agreement:
- A. DEFINITIONS. This is where we provide the detail on what the key defined terms in the Agreement mean. You can think of this kind of like a contractual dictionary.
- B. GENERAL COMMERCIAL TERMS. Here’s where you can find the basics about how our Applications and Consulting Services are provided. For example, you can find information on access and acceptable use. These terms apply to all our products and service offerings.
- C. GENERAL LEGAL TERMS. As we mention above, this is a contract, and contracts are filled with legal terms. In this section, we’ve collected the many of the remaining legal terms that make up our Customer Terms of Service.
- D. JURISDICTION SPECIFIC TERMS. With customers across the globe, this final section is where we address most of the differences in these terms that vary based on customer location.
- E. INVITE ASACCEPTABLE USE POLICY. This Invite AS Acceptable Use Policy («AUP») applies to the use of any application, service or website provided by us (Invite AS), whether we provide it directly, or use another party to provide it to you.
“Paid Users” means those types of Users for which we charge fees as set forth on our webpage(s) or in the Applications. It can be you as an user, og an end user paying for an event or any other product sold through our applications.
«Communication Services» means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Applications that enable you to communicate with the public or with a private group.
“Confidential Information” means all information provided by you or us («Discloser») to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser’s business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
«Contact» means a single individual (other than a User) whose Contact or registration Information is stored in the Applications.
«Contact Information» means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by visitors on the Applications, or uploaded or inserted by you directly to the Applications.
«Consulting Services» means the professional services provided to you by us, which may include training services, installation, integration or other consulting services. Consulting Services are not limited to a paid service and can be provided for general support causes.
“Crowdsourced Data” means the information you submit to us to update the data in certain properties in our database. Crowdsourced Data will not be considered Customer Data or Confidential Information for purposes of this Agreement.
«Customer Data» means all information that are submitted or collected via the Applications. Customer Data does not include Enrichment Data. Customer Data does not include application administrator data.
«Customer Materials» means all materials that you provide or post, upload, input or submit for public display through the Applications.
“Enrichment Data” means the data we make available to you as part of the Applications and Crowdsourced Data. Enrichment Data also includes information about Contacts, such as social media handles, avatars, and alternate email address, that we obtain from public or third-party sources.
“Free Services” means the Applications or other products or features made available by us to you on an unpaid start of use, unpaid trial, or free basis in general.
«Invite AS Content» means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Applications or Consulting Services, including Enrichment Data.
«Sensitive Information» means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.
«Subscription Fee» means the amount paid to Invite AS for the use of the Applications, either by you as the customer, or the end-person who is paying for using the services the Applications provides.
«Applications» means all Invite AS Applications, tools and platforms that we make available to you, and are developed, operated, and maintained by us, or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.
«Subscription Term» means the initial term you use the applicable Applications. For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
«Third-Party Products» means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Applications.
«Third-Party Sites» means third-party websites linked to from within the Applications, including Communications Services.
«Users» means your employees, representatives, consultants, contractors or agents who are authorized to use the Applications for your benefit and have user identifications and passwords for the Applications.
«Invite AS», «we», «us» or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
«You», «your» or “Customer” means the person or entity using the Applications or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the end-user.
B. GENERAL COMMERCIAL TERMS
1. Access. During the Subscription Term, we will provide you access to use the Applications as described in this Agreement, or else agreed up on. We may also provide you access to use our Free Services at any time by activating them in your Invite AS application accounts. We might provide some or all elements of the Applications through third party service providers.
2. Additional Features. You may subscribe to additional features of the Applications by placing an additional Order or activating the additional features from within your Invite AS account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within or outside your Invite AS applications account.
3. Availability. We try to make the Applications available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
4. Consulting Services. You may purchase Consulting Services by placing an order with us. Unless we otherwise agree, the Consulting Services will be delivered in English. Fees for these Consulting Services are in addition to your Application Fee or cost.
All Consulting Services are performed remotely, unless you and we otherwise agree.
5. Fees and Payments
a. Application Fees. The Application fees will remain fixed during the Subscription Term unless you: (i) upgrade products or base packages, (ii) subscribe to additional features or products, or (iii) unless otherwise agreed to.
b. Payment against invoice. All amounts invoiced are due and payable within fourteen (14) days from the date of the invoice, unless otherwise are agreed up on.
c. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. Some fees are due and payable in advance.
c. Direct Account payment. Some of our services can or will be paid directly from your income balance with Invite AS Payment provider. You will pre-approve the purchase of the type of services we provide within this type of payment method.
d. Sales Tax. Fees can be including or / and not including taxes, depending on the applications, Invite AS services, or products provided by Invite AS. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST.
6. Use and Limitations of Use
a. Acceptable Use. You will comply with our Acceptable Use Policy (AUP) as described in this TOS.
b. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, «robots,» «spiders,» or «offline readers,» that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Applications in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Applications ; (iii) attempt to gain unauthorized access to the Applications ; (iv) access the Applications other than through our interface; or (v) use the Applications for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You may not use the Applications if you are legally prohibited from receiving or using the Applications under the laws of the country in which you are resident or from which you access or use the Applications. The Applications is not designed to comply with industry-specific regulations, so you may not use the Applications where your communications would be subject to such industry-specific regulations or laws (example Insurance industry or Security industry). You agree not to use data from the Applications in legal proceedings or otherwise as evidence.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by contacting us directly by email or phone.
f. Third-Party Sites and Products. Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.
7. Subscription Term, Termination, Suspension
a. No Early Termination; No Refunds. We do not provide refunds if you decide to stop using the Invite AS applications before the event or planned usage is completed.
b. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Applications: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
c. Suspension for Prohibited Acts. We may suspend any User’s access to any or all Applications without notice for: (i) use of the Applications in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the Invite AS email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints or requests for removal from a mailing list by recipients, or (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity. We may, without notice, review, edit and delete any Customer Data, end-user data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty to prescreen, control, monitor or edit your Customer Data, end-user data, or Customer Materials.
d. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Applications ten (10) days after such notice. We will not suspend the Applications while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If an Application is suspended for non-payment, we may charge a re-activation fee to reinstate the Applications.
e. Suspension for Present Harm. If your website or use of the Applications: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Applications or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Applications. We will try to limit the suspension to the affected portion of the Applications and promptly resolve the issues causing the suspension of the Applications. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
f. Suspension and Termination of Free Services. We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
g. Effect of Termination or Expiration. If your paid subscription is terminated or expires, we may choose to continue to make available to you our Free Services, and you will continue to be subject to this Agreement for as long as you have access to an Invite AS Application account.
Upon termination or expiration of this Agreement, you will stop all use of the affected Applications and Invite AS content, and if we request, you will provide us written confirmation that you have discontinued all use of Enrichment Data. We may or may not provide you the opportunity to retrieve Customer Data after termination or expiration, depending on the type of applicable subscription as specified in the ‘Retrieval of Customer Data’ section below. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Applications after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
Retrieval of Customer Data.As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Applications to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the account, we may charge a re-activation fee. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.
C. GENERAL LEGAL TERMS
1. Customer Data
a. Limits on Invite AS. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Applications and Consulting Services to you and only as permitted by applicable law and this Agreement. We will not use Customer Data for our own marketing purposes.
b. Aggregate Data. We may monitor use of the Applications by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
c. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data.
2. Invite AS’s Proprietary Rights. This is an Agreement for access to and use of the Applications, and you are not granted a license to any software by this Agreement. The Applications protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Invite AS content, the Applications, except as expressly authorized in writing by us.
If we make Enrichment Data available to you, then you may only use that Enrichment Data in connection with your use of the Applications (unless, of course, you have a source other than the Applications for such Enrichment Data.) Enrichment Data may be made available to you based on Customer Data, but we will not use your Customer Data to enrich data for other parties. The Enrichment Data we provide may be provided from or through third party service providers or public sources.
We encourage all customers to comment on the Applications, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Applications or Consulting Services, without payment or attribution to you.
3. Customer’s Proprietary Rights. As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Applications to you and as permitted by this Agreement. If you are using the Applications on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
4. Confidentiality. The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
5. Publicity. You grant us the right to add your name and company logo to our customer list and website.
6. Indemnification. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an «Action») brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Applications by you, (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Applications by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
7. Disclaimers; Limitations of Liability
a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE APPLICATIONS, DATA MADE AVAILABLE FROM THE APPLICATIONS, INVITE AS CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE APPLICATIONS, INVITE ASCONTENT ARE PROVIDED «AS IS» WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE APPLICATIONS AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES; PROVIDED THAT, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.
c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND EURO OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE APPLICATIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED EURO.
d. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
e. Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE APPLICATIONS TO YOU.
a. Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Applications (but, your fees and charges won’t change during the use of the applications). If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted on our website / application portal. The updated Customer Terms of Service will become effective and binding within thirty (30) days after it is posted. When we change these Customer Terms of Service, the «Last Modified» date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.
If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
b. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
c. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
d. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
e. Compliance with Laws. We will comply with all federal laws (where applicable) in our provision of the Applications, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Applications and Consulting Services, including any applicable export laws. You will not directly or indirectly export, re-export, or transfer the Applications to prohibited countries or individuals or permit use of the Applications prohibited countries or individuals.
f. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
g. Notices. Notice will be sent to the contact address set forth herein and will be deemed delivered as of the date of actual receipt.
To Invite AS, Hovinveien 43 B, Oslo, Norway
To you: your address as provided in our Invite AS system account information. We may give electronic notices by general notice via the Applications and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Applications. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current or inform us about any changes.
h. Entire Agreement. This Agreement along with our DPA, is the main agreement between us for the Applications and Consulting Services. If special or additional agreements are signed additionally to tis TOS and DPA, they are considered a part of the Agreement. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Applications or dependent on any oral or written public comments made by us regarding future functionality or features of the Applications. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
i. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
j. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
k. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods.
l. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
E. JURISDICTION SPECIFIC TERMS
1. EU/EEA and Switzerland Data Processing.
Invite AS, participates in and has certified its compliance with the EU-U.S. Privacy Shield Frameworks as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of Personal Data (as defined in the Invite AS Data Processing Agreement) transferred from the European Economic Area and/or Switzerland, as applicable, to the U.S. To the extent that Invite AS processes any Personal Data as part of Customer Data that is subject to the General Data Protection Regulation (the “GDPR”), on Customer’s behalf, in the provision of the services hereunder, the terms of the Invite AS Data Processing Agreement, which are hereby incorporated by reference, shall apply. For customers that are located in the European Union or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with Invite AS, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply. You acknowledge in all cases that Invite AS acts as the data processor of Customer Data and you are the data controller of Customer Data under applicable data protection regulations in the European Union and European Economic Area. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data under this Agreement. If you are subject to the GDPR you understand that if you give an integration provider access to your Invite AS account, you serve as the data controller of such information and the integration provider serves as the data processor for the purposes of those data laws and regulations that apply to you. In no case are such integration providers our sub-processors.
a. Defects. If the Applications is determined to have a defect, you will notify us in writing. We will remedy material defects in a reasonable period of time. If we cannot, then we will refund to you the pro-rata amount of fees actually paid applicable to the unremedied material defect. You cannot deduct this amount from your Subscription Fee, unless your claim is undisputed or has been confirmed by a final court judgment. You will not have a claim for a defect under this section if: (i) it is caused by your use of the Applications in violation of this Agreement, or (ii) is a defect relating to our Free Services that has not been maliciously concealed by us. Subject to the limitation of liability set forth in this Agreement, the refund described in this section is your sole and exclusive remedy for defect claims.
b. Termination for Cause. The ‘Termination for Cause’ section set forth above is replaced in its entirety with the following:
“Either party may terminate this Agreement for cause, as to any or all Applications upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term. The right of either party to terminate this Agreement for a compelling reason under a claim of extraordinary termination under the German Civil Code shall remain unaffected.”
c. Compliance with Laws. We will comply with all E.U. Regulations (where applicable) in our provision of the Applications and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use and receipt of the Applications, including any applicable export laws. You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will not directly or indirectly export, re-export, or transfer the Applications to prohibited countries or individuals or permit use of the Applications by prohibited countries or individuals.
d. Disclaimers; Limitations of Liability. The ‘Disclaimers; Limitations of Liability’ set forth above is replaced in its entirety with the following:
«a. Disclaimer of Warranties. OUR APPLICATIONS AND CONSULTING SERVICES WILL BE PROVIDED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH CUSTOMARY INDUSTRY STANDARDS UTILIZING REASONABLE CARE AND SKILL. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY OF THE APPLICATIONS, DATA MADE AVAILABLE FROM THE APPLICATIONS, INVITE ASCONTENT, OR THE CONSULTING SERVICES FOR A PARTICULAR PURPOSE NOR ON A SPECIFIC RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE APPLICATIONS, DATA MADE AVAILABLE FROM THE APPLICATIONS, INVITE ASCONTENT, EXCEPT IF AGREED SEPARATELY.
APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES.
OUR FREE SERVICES, INCLUDING APIs, ARE PROVIDED «AS IS» WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE APPLICATIONS AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
b. Full Liability. We will be liable to you without limit for loss or damage you actually suffer that is caused by: (i) our fraudulent action, (ii) our willful action, (iii) our gross negligence, (iv) our damage to life, body or health. Provided however, the limitations otherwise set forth below shall apply to: (w) our Free Services, (x) those losses or damages caused by our slight negligence, (y) those losses or damages caused by gross negligence of employees who are not legal representatives or senior employees, and (z) our strict liability that may arise from material defects in the Applications that were already in existence at the commencement of your subscription. The claims for which we will be liable to you without limit in accordance with this section are collectively referred to as “Full Liability Claims”.
c. No Indirect Damages. EXCEPT FOR FULL LIABILITY CLAIMS, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES.
d. Limitation of Liability. EXCEPT FOR YOUR OR END-USER LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, AND OUR LIABILITY FOR FULL LIABILITY CLAIMS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND EURO, OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE APPLICATIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED EURO.
e. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
f. EXCEPT FOR FULL LIABILITY CLAIMS, THE PERIOD OF LIMITATION FOR ANY WARRANTY AND LIABILITY CLAIMS SHALL BE ONE YEAR.»
E. INVITE AS ACCEPTABLE USE POLICY.
This AUP is designed to ensure compliance with the laws and regulations that apply to the Invite AS Service. This AUP also protects the interests of all of our clients and their customers, as well as our goodwill and reputation. These terms are so important that we cannot provide the Invite AS Applications unless you agree to them. By using the Invite AS Applications, you are agreeing to these terms.
If you are using any Invite AS Applications or application, this AUP applies to you. Every client of ours agrees to abide by this AUP and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate this AUP. We will enforce and ensure compliance with this AUP by using methods we consider to be appropriate, such as complaint and email failure monitoring.
1. Reporting Suspected Violations
We encourage recipients of email messages sent using the Invite AS Applications to report suspected violations of this AUP to us by forwarding a copy of the received email with FULL headers. We have a policy to investigate all of these reports and to respond in the way we consider appropriate.
If you know of or suspect a violation of this AUP, you will promptly notify us in writing of the known or suspected violation of this AUP.
2. No SPAM Permitted
You may not use the Invite AS Applications in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (a) unsolicited email («spam» or «spamming») in violation of any law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry.
3. Prohibited Email Content and Formatting; Email Best Practices
Email sent, or caused to be sent to or through the Invite AS Applications may not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party’s internet domain name without their consent, or be relayed from or through a third party’s equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.
In addition, you are prohibited from using the Invite AS Applications to email: (a) purchased, rented, or borrowed lists, and (b) lists that are likely to result in an excessive number of unsubscribe requests or SPAM complaints or notices, as determined by acceptable industry practices.
4. Email Opt-out Requirements
You warrant that each email you send or is sent for you using the Invite AS Applications will contain: (a) header information that is not false or misleading; and (b) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, «do not call» and «do not send» requests.
5. Telephone Marketing
You must comply with all laws relating to telephone marketing, including without limitation those specifically referenced in the ‘Proper Usage of Invite AS Service’ section below. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording.
6. No Disruption
You agree not to use the Invite AS Applications in a way that impacts the normal operation, privacy, integrity or security of another’s property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations. You also agree not to use the Invite AS Applications to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so. Examples of prohibited actions include (without limitation): hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program. You also agree not to use the Invite AS Applications in a way that causes or may cause any Invite AS IP addresses, Invite AS domains, or Invite AS customer domains to be blacklisted. These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.
7. Proper Usage of the Invite AS Services and Applications
Without limiting the other requirements in this AUP, you may not (directly or indirectly) use the Invite AS Applications with content, or in a manner that:
- is threatening, abusive, harassing, stalking, or defamatory;
- is deceptive, false, misleading or fraudulent;
- is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
- contains vulgar, obscene, indecent or unlawful material;
- infringes a third party’s intellectual property right(s);
- publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
- uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
- downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
- falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
- restricts or inhibits any other user of the Invite AS Applications from using and enjoying our website and/or the Invite AS Service;
- harvests or otherwise collects information about others, including e-mail addresses, without their consent;
- violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
- is legally actionable between private parties;
- is not a good faith use of the service, such as uploading Contacts in excess of your Contact tier, emailing those Contacts and then purging them shortly thereafter; and/or
You will use the Invite AS Applications for your internal business purposes and will not: (i) willfully tamper with the security of the Invite AS Applications or tamper with our customer accounts; (ii) access data on the Invite AS Applications not intended for you; (iii) log into a server or account on the Invite AS Applications that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any Invite AS Applications or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Invite AS Applications unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Invite AS Applications or make the Invite AS Applications available to a third party other than as contemplated in your subscription to the Invite AS Service; (vii) use the Invite AS Applications for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Invite AS Applications without our prior written consent.
8. Invite AS Trademark Use
Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the Invite AS Service, or any identifier or tag generated by the Invite AS Service, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.
9. General Terms
We may immediately suspend your access to the Invite AS Applications if you breach this AUP or don’t respond to us in a reasonable period after we’ve contacted you about a potential breach of this AUP. We may also suspend your access as we explain in our Customer Terms of Service and, if you breach this AUP, we may terminate your subscription agreement for cause. You acknowledge we may disclose information regarding your use of any Invite AS Applications to satisfy any law, regulation, government request, court order, subpoena or other legal process. If we make this type of required disclosure we will notify you, unless we are required to keep the disclosure confidential.
We are not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates this AUP. We further reserve all other rights.