Customer Agreement
This Customer Agreement
(“Agreement”) is entered into by and between PayGarde Ltd trading
as Onlinemeetingrooms.com., an Irish
Company with principal
offices located at 6. Thomastown Rd, Killiney Co. Dublin Ireland and
Webcreative a Danish Company (hereafter, the “Company”)
and all parties who agree to provide products or services to the Company
and/or use any of the Company’s services (hereafter, “Customer”).
All Customers must accept the terms and conditions
of this Agreement without change, in order to access and use the
Company’s services.
1. Services
offered
The Company is an Internet-based distribution
center for products and services offered for use by Customers (“Customers”)
via the Internet.
The Company offers real-time video conferencing capability
by purchasing the goods and/or services of Webcreative A/S .
The Company processes all transactions through the
use of its secure SSL encryption network and any other processes made
available through its contracted processing platform.
Payment shall be initiated via the
secure payment processes.
2. CONDITIONS OF SERVICE
The Company assumes no liability for disruptions in
service or improper operation of its equipment or software for any reason,
including, but not limited to, vandalism, theft, broadband
outages,
Internet disruptions, human error, extreme or severe weather conditions or
any other causes referred to as “Acts of God” or force majeure.
5. LIMITATIONS IN SERVICE
Based on Webcreative SLA
6. LIMITATIONS
ON TRANSACTIONS
Customer understands and agrees that the Company reserves
the right to impose limits on sales of products or services and to refuse
to process transactions to specific Buyers for any reason, in its sole
discretion.
Customer understands and agrees that it will not hold the
Company liable for any losses, expenses, or damages it sustains, including
claims for lost profits, on account of the Company’s imposition of
Transaction Limits or Reserve Amounts for any reason.
7. Customer’s
declarations
7.1 Legal
Capacity:
By completing the registration form and agreeing to
the terms of this Agreement the Customer affirms that Customer has full
legal capacity and can lawfully enter into and form contracts under
applicable law.
7.2 Truthful
Information:
Customer affirms that all information and data it provides,
or has any party provide, to Company on the registration form and via any
other means is truthful, accurate, valid, the lawful property of the Customer,
and that Customer has the legal right to communicate such information.
7.3 Validation:
Company requires that all email, domain, URL or
telephone information provided by Customer must be able to be validated. If any of the information provided
by Customer is incorrect or cannot be validated Customer agrees that the
Company may suspend or terminate the Customer’s account, at the
Company’s discretion.
7.4 Intellectual Property
Rights/Ownership:
The Customer is fully responsible and solely liable
for the content of its website and for the advertising and promotion of all
products. The Customer
certifies and represents to the Company that it is the owner or that it has
full right and authority to use and disseminate all information, data,
graphics, text, video, music, or other intellectual property which either
forms a part of its website, which it provides to the Company, or which is
provided by the Customer to potential Buyers, or which is used by the Customer
in its advertising and promotion and to sell and deliver products to
Buyers, which were obtained from Customer.
7.5 Legal Authorization:
Customer represents and warrants to the Company that Customer
is legally authorized to sell any product/service it offers and that Customer
has obtained all necessary regulatory approvals and certificates
(hereafter, “Certificates”). Customer
agrees it will provide the Company any copies of Certificates immediately
upon Customer’s receipt of a request by the Company for such
Certificates.
Customer further represents that it will conform to any and
all laws, rules, regulations, requirements and/or other standards
established by the Federal Trade Commission, State and local consumer
protection agencies, and Telecommunications governing agencies regarding the sale
of products over the Internet , whether now in effect or placed into effect after the effective
date of this Agreement.
8. PAYMENT(S)
FOR SERVICE
8.1 Credit Card and Invoice
8.2 Continuing
Payments for Service hourly, monthly, and quarterly
in advance.
Customer agrees to make the required payments to the
Company, at the required times, as detailed in the Operating Regulations,
incorporated herein by reference.
9. Term
This Agreement shall remain in effect until Company
or Customer issues a “Notice of Cancellation” (see “Operating
Regulations Agreement”); or the Agreement is terminated as otherwise
provided in the “TERMINATION”
section herein.
10. Disclaimer
of warranties
Customer
understands and accepts that the Company will provide services to the Customer on an “AS IS”
basis. COMPANY DISCLAIMS ANY AND ALL
WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF
MERCHANTIBILITY AND IMPLIED WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE. Customer
assumes all liability for its utilization of the Company’s services.
11. LIMITATION
OF LIABILITY
THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF
ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT, THE WEBSITE, THE SERVICES, THE INABILITY TO USE THE
SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR
OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE
SERVICES.
In no case shall a Customer be entitled to recover
damages from the Company that exceed the sum of sales commissions and
service fees retained by the Company under this Agreement during the six
months prior to the event giving rise to the claim for damages.
The Company assumes no liability of the Customer
for failure to follow this Agreement or any results caused by acts,
omissions or negligence of the Customer, subcontractor or an agent of the Customer
or an employee of any one to them, including, but noT limited to, claims of
third parties arising out of or resulting from or in connection with the Customer’s
products, messages, programs, caller contracts, promotions, advertising,
infringement or any claim for libel or slander or for violation of
copyright, trademark or other intellectual property rights.
12. Termination
Would occur where
payment has not been received - Onlinemeetingrooms.com require Payment in
advance of services required.
14. TAXES.
Customer understands and agrees that Customer is
responsible for the payment of all taxes applicable to its operations, and
authorizes Company to deduct amounts for taxes from payments received from
Buyers for the purpose of remitting such amounts to the appropriate taxing
authority. Customer
agrees that if Company pays any taxes owed by Customer, Customer will
immediately pay Company the amount of such taxes and all related interest,
fines, and/or penalties. Further,
the parties agree that if additional taxes in the nature of an excise,
sales, or use tax are imposed in connection with the Company’s services
on behalf of the Customer, Customer shall pay such tax amount to the
Company. The Company shall
have the right to collect and pay over taxes in the nature of an excise,
sales, or use tax on behalf of the Customer or on account of its own sales
of products if reasonably required to do so by any jurisdiction’s taxing
authority and shall further have the right to recover from the Customer the
amount of any such taxes and related penalties and interest which are paid
by the Company with its own funds. Customer
shall also pay the Company for any expenses incurred by the Company,
including reasonable attorney’s fees, in its collection of any amounts
due from Customer.
15. Credit
Report
Customer agrees that the Company may obtain credit
report(s) (“Reports”) on Customer through a credit reporting agency
chosen by the Company. Customer
hereby authorizes the Company to obtain and use such Reports in the
Company’s evaluation of Customer.
16. Choice of Law/Venue
Customer agrees that the laws of the Country of Ireland,
without reference to its conflict of law principles, will govern this
Agreement, and that any claim or suit arising out of or related to this
Agreement must be brought exclusively in the federal and/or state courts
located in the Ireland and Customer consents to the exclusive jurisdiction
of such courts.
17. ILLEGAL
ACTIVITY
The website and Services of the Company may be used
only for lawful purposes and in a lawful manner. Customers agree to comply with all
applicable laws, statutes, and regulations.
Customers may not register under a false name or use an invalid or
unauthorized credit card. Customers
may not impersonate any participant or use another participant's
information. Such fraudulent
conduct is a violation of federal and state laws. Fraudulent conduct may be reported
to law enforcement, and the Company will cooperate to ensure that violators
are prosecuted to the fullest extent of the law.
The Company has the
right, but not the obligation, to monitor any activity and content
associated with its website and Services.
The Company may investigate any reported violation of its policies
or complaints and take any action that it deems appropriate. Such action may include, but is not
limited to, issuing warnings, suspension or termination of service, denying
access, and/or removal of any materials on the Site. The Company reserves the right and
has absolute discretion to remove, screen, or edit any content that
violates these provisions or is otherwise objectionable.
The Company reserves the right to report any
activity that it suspects violates any law or regulation to appropriate law
enforcement officials, regulators, or other third parties. In order to cooperate with
governmental requests, to protect the Company’s systems, Customers, and
Customers, or to ensure the integrity and operation of the Company’s
business and systems, the Company may access and disclose any information
it considers necessary or appropriate, including but not limited to user
contact details, IP addressing and traffic information, usage history, and
posted content.
18. PERSONAL
INFORMATION
Unless otherwise authorized by Company in writing, Customer
agrees not to use or disclose personal information about any Buyer except
to enter into and complete transactions with a Buyer. Customers agree not to use any
Buyer information for purposes of solicitation, advertising, unsolicited
e-mail or spamming, harassment, invasion of privacy, or otherwise
objectionable conduct.
19. Copyright
Notice
If Customer believes that any content on the Web
Site has been copied in a way that constitutes copyright infringement, or Customer’s
intellectual property rights have been otherwise violated, please notify
our Copyright Agent,
20. Default
In the event that Customer fails to perform any
duty, obligation, or provision contained in this Agreement or fails to
otherwise perform pursuant to this Agreement (“Default”), Customer
agrees to pay to the Company any damages, expenses, and costs, whether
directly or indirectly caused, including reasonable attorney’s fees
incurred by the Company due to Customer’s Default.
21. Amendments
and Modifications
Customer understands and agrees that the Company may amend
or modify this Agreement and that any such amendment or modification will
be binding upon its placement on Company’s website or when sent to you by
e-mail. Continued use of the
Company’s services will be considered acceptance of all terms in the
amended/modified Agreement.
22. INDEMNIFICATION
The Customer agrees to indemnify and hold the
Company, its employees, officers, agents, and directors from any and all
fines, penalties, losses, damages, claims, costs, expenses (including
attorney’s fees) or other liabilities resulting from or in connection
with this Agreement or incurred as a result of Customer’s violation of
any law, regardless of whether such damages are actual, direct, indirect,
special, incidental, consequential, or punitive (“Damages”).
Further, Customer agrees to indemnify Company for
any Damages arising out of, or related to Customer’s breach of any
warranty or representation; Customer’s violation of any law, rule, or
regulation; intellectual property
infringement claims related to the Customer’s site or service; or Customer’s
reckless or willful conduct.
23. Notices
To Company, via
certified mail to the following address:
PayGarde Ltd
6.
Thomastown Rd
Killiney
Co. Dublin Ireland
To Customer via certified mail to the address
provided to the Company by Customer in Customer’s registration form.
Either party may
communicate a change in its mailing address by sending certified mail to
the other party in which it states its old mailing address and asks the
party to direct all future correspondence to the new mailing address
provided.
24. HEADINGS
The headings herein are inserted as a matter of
convenience only and do not define, limit, or describe the scope of this
Agreement or the intent of the provisions hereof.
25. Severability
of Provisions
Each provision of this Agreement shall be
considered severable; and if, for any reason, any provision or provisions
herein are determined to be invalid and contrary to any existing or future
law, such invalidity shall not impair the operation of or affect those
portions of this Agreement which are valid.
