You agree that by signing-up or similar, registering, accessing or using our Services (including any content or information provided as part of these services), you are entering into a legally binding agreement (including when you are using our Services on behalf of a company).
Your agreement is with Aditec Solutions (“we”). You and Aditec Solutions shall be collectively known herein as the “Parties” and individually as a “Party”.
If you do not agree to this Agreement, do NOT sign-up (or similar) and do not access or otherwise use any of our Services.
1. DESCRIPTION OF SERVICES; LICENSE GRANT
1.1. Aditec Solutions offers performance marketing software solution as a service through the http://www.affise.com Site. Aditec Solutions offers several payment plans of the Services designed to meet your specific needs as provided on the Site.
2. PRIVACY AND PERSONAL DATA
2.2. Aditec Solutions has a right to transfer your details to any third party in order to recover debts.
3.1. You hereby agree to assume sole responsibility for maintaining the confidentiality of your account and password and for restricting access to your computer and the computers of your respective officers, agents, employees and any other individuals who may have or may gain access to your account and password. As such, you hereby agree to assume sole responsibility for all activities that occur under your account or via use of your password. If you become aware of any unauthorized use of your password or of your account, you agree to notify Aditec Solutions immediately. You are solely responsible for utilizing industry recognized software to detect and disinfect viruses, spyware, malware, and other harmful or otherwise undesirable components from any downloads that may jeopardize the security of your account or otherwise cause harm. You agree to follow other requirements related to your account as provided in the Terms and Conditions of Use.
4. TERM AND TERMINATION
4.1. Effective date
You are considered to start using Services as of the date that you first log-in to the Site (“Account Start Date”). This Agreement is effective as of the Account Start Date subject to the acceptance of this Agreement by you (“Effective Date”). Prior to the Effective Date, your account and use of the Site shall be controlled only by the Terms and Conditions of Use found on the Site until the Effective Date hereof, and upon such Effective Date this Agreement shall apply together with Terms and Conditions of Use. In case of conflict between this Agreement and Terms and Conditions of Use, this Agreement shall prevail.
4.2. Term The Services are provided to you on a month-to-month basis, until the termination of this Agreement. Aditec Solutions or you may terminate this Agreement at any time with notice to the other. Aditec Solutions may terminate this Agreement with immediate effect and without prior notice in case you make any material breach of this Agreement, including Terms and Conditions of Use. On termination, you lose the right to access or use the Services. The following shall survive termination: (i) our rights to use and disclose your Feedback; (ii) any amounts owed by either Party prior to termination remain owed after termination.
5. PRICING AND PAYMENT
5.1. In consideration for use of the Services, you agree to pay the Service fees (“Service Fees”) as indicated in the Pricelist, available at https://affise.com/#section6. You acknowledge and agree that Aditec Solutions is entitled, at its sole discretion, to change the Pricelist at any time. Aditec Solutions shall post such changes on the Site. Unless otherwise stated, all fees are quoted in USD.
5.2. Duration of the billing period is one month. The first monthly billing period begins on the Account Start Date and shall recur on the corresponding day of each month thereafter. You are responsible for paying all applicable sales, use, transfer or other taxes, including withholding tax, and all duties. If You will not pay in time, Aditec Solutions is entitled to suspend Services or apply 6 percent annual interest.
5.3. You are required to provide Aditec Solutions with a valid credit card details and authorization to bill for your use of the Services. If you shall pay the invoice under the bank wire transfer your payment should be made until the date provided in the invoice.
5.4. You agree to be bound by the billing practices of Aditec Solutions in effect at any given time. Upon prior written notice (with e-mail sufficing), Aditec Solutions reserves the right to change its billing practices whenever necessary, in its sole discretion.
5.5. By purchasing paid Services you (if you are individual user, not authorized person of a company (user)) expressly understand and agree to our refund policy: within fourteen (14) days of your payment date as shown on your payment bill, you can request a full refund by contacting us. No refund of any kind will be permitted after fourteen (14) days of your payment date. In case of termination before the completion of the billing period, any money paid for the Services are non-refundable. In order to avoid misunderstandings, the right of refund Service fee belongs just to the User who is individual person (consumer) and buys Services for personal not business reasons.
6. USE OF SERVICES
6.1. In addition to your obligations and responsibilities provided in the Terms and Conditions of Use, you: (i) shall not access (or attempt to access) the Site and / or Services by any means other than through the interface that is provided by Aditec Solutions; (ii) shall not gain or attempt to gain unauthorized access to Aditec Solutions computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Services (or the servers and networks in connection with the Site); (iii) shall not reproduce, duplicate, copy, sell, trade or resell the Site and/or Services (including platform or software), or any portion thereof, to any individual or entity for any purpose whatsoever, as well you shall not decompile or reverse engineer any part of the Site and/or the Services (including platform or software), and that these actions are specifically prohibited. As well, you shall use the Site and the Services for the lawful uses only. Violation of any provision of this section shall be considered a material breach of this Agreement.
6.2. Aditec Solution shall have the right to make modifications and updates as provided in the Terms and Conditions of Use. You will have access to support from the Aditec Solutions Support team as provided in the Terms and Conditions of Use.
7. DISCLAIMERS AND LIMITATIONS OF LIABILITY
7.1. IN ADITION AND WITHOUT LIMITATIONS TO WHAT IS PROVIDED IN TERMS AND CONDITIONS OF USE, TO THE FULLEST EXTENT OF ALL APPLICABLE LAWS, THE SITE (INCLUDING ALL INFORMATION THEREON) AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND ADITEC SOLUTIONS DISCLAIMS: (I) ALL REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE SERVICES, THE SITE OR INFORMATION THEREON, ADITEC SOLUTIONS SOFTWARE OR PRODUCTS, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; AND (II) ANY WARRANTY THAT ITS PRODUCTS, SERVICES OR INFORMATION WILL OPERATE UNINTERRUPTED, ERROR-FREE, OR THAT THE SERVERS ARE FREE OF VIRUSES, SPYWARE, MALWARE OR OTHER HARMFUL COMPONENTS. FURTHER, ADITEC SOLUTIONS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SERVICES, AND/OR ASSOCIATED PRODUCTS. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, GIVEN BY ADITEC SOLUTIONS THROUGH THE SERVICES, THE SITE AND/OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN HEREIN.
8. LIMITATION OF LIABILITY
8.1. AS PROVIDED IN TERMS AND CONDITIONS OF USE, IN NO EVENT SHALL ADITEC SOLUTIONS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SITE, THE SERVICES AND THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. THE AGGREGATE LIABILITY OF ADITEC SOLUTIONS TO YOU FOR ALL CLAIMS ARISING FROM THE SITE, THE SERVICES AND THE CONTENT IS LIMITED TO SIX MONTHLY FEES FOR THE CHOSEN SUBSCRIPTION PLAN.
9.1. The Services and all content and materials on the Site, including, without limitation, the logos, and all designs, text, graphics, pictures, reviews, information, data, software, sound files, other files and the selection and arrangement thereof are the proprietary property of Aditec Solutions or its licensors and are protected by laws of the Republic of Lithuania, as well Cyprus and international copyright laws. Any use, copying, redistribution and/or publication by you of any part of the Services and/or the Site are strictly prohibited.
9.2. You do not acquire any ownership rights to the Services, the Site or any material made available by and through the Site.
9.3. Any use the materials contained on the Services and/or the Site without the prior written permission of Aditec Solutions, is strictly prohibited and will terminate the End-User License granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. The End-User License is revocable at any time.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1. This Agreement is governed by the laws of the Republic of Lithuania without respect to its conflict of laws principles. The courts of the Republic of Lithuania shall have exclusive jurisdiction to hear any disputes arising out of or in connection to this Agreement. The Parties shall solve all disputes within 30 (thirty) days by negotiation, if dispute will not be solved during mentioned term, the case shall be submitted to the court of the Republic of Lithuania.
11. FORCE MAJEURE
11.1. The Parties agree that neither Party will be liable, or be considered to be in breach of the Agreement, on account of either Party's delay or failure to perform as required under the terms of the Agreement as a result of any causes or conditions that are beyond either Party's reasonable control and such Party is unable to overcome through the exercise of commercially reasonable diligence ("Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, breakdown of or lack of access to IT systems, or of damage to the data maintained in these systems as a result of any of the reasons listed herein, a power supply failure or failure in Aditec Solutions systems, legislative or administrative interventions, natural disasters, storm or other natural occurrences, national emergencies, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected Party will give the other Party notice and will use commercially reasonable efforts to minimize the impact of any such event.
12.1. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.
12.2. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
12.3. All provisions of this Agreement which by their nature shall be intended to continue shall survive termination, including terms relating to exclusions and limitations of Aditec Solutions liability, intellectual property restrictions and reimbursement of damages.
12.4. Aditec Solutions shall be entitled to sub-contract any third party for the purposes of provision the Service sand/or maintenance of the Site under this Agreement. Notwithstanding the foregoing, Aditec Solutions shall remain liable to you regarding proper provision of the Services under this Agreement.
12.5. Parties are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the Parties. You have no authority to make or accept any offers or representations on behalf of Aditec Solutions. You are prohibited from making any statements on behalf of Aditec Solutions.
12.6. Aditec Solutions shall be entitled, without your consent, to assign this Agreement to any third party, whether in whole or in part. In such cases, this Agreement shall continue in force, without changes, with the new person entering into Aditec Solutions place as the contracting party. You shall not be entitled to assign or in any other way transfer this Agreement to a third party, whether in whole or in part without Aditec Solutions prior written consent.