This is an agreement between Webly, a Brand of Xedoc Holding SA and you, a subscriber to our Internet Services. Xedoc Holding SA is a registered company in Luxembourg.
Identification number: 2009.2206.689
RCS number: B145855
VAT number: LU26151634
Our registered office is located at: 19, rue de Bitbourg L-1273 Luxembourg. In this Agreement “You” and “Your” refer to you or any agent, employee, servant or person authorized to act on your behalf. “We”, “Us” and “Our” refer to Webly as well as its subsidiaries and sister companies (collectively, Xedoc Holding SA). This Agreement explains our obligations to you, and explains your obligations to us for various services offered by Webly. When you use your account or permit someone else to use it to purchase or otherwise acquire access to additional Webly service(s) or products or to cancel your Webly services (even if we were not notified of such authorization), this Agreement covers such service or actions.
1. Terms of Agreement. Modification
You agree that Webly may modify this Agreement and the services it offers to You from time to time. You agree to be bound by any changes Webly may reasonably make to this Agreement when such changes are made. If You have purchased services or products from Webly, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the products or services.
2. Accurate Information
You agree to maintain accurate information by providing updates to Webly, as needed, while You are using Webly’s products and services. You agree You will notify Webly within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Webly to determine the validity of information provided by You will constitute a material breach of this Agreement. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Webly has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Webly has the absolute right, in its sole discretion, to terminate its Services and close Your account.
4. Prohibited Activities
- 4.1 You agree not to engage in unacceptable use of any of Webly products and/or services, which includes, without limitation, use of Webly products and/or services to:
- disseminate or transmit any material that, to a reasonable person may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening or malicious;
- disseminate or transmit files, graphics, software or other material, data or work that actually or potentially infringes the copyright, trademark, patent, trade secret or other intellectual property right of any person;
- create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;
- export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of Luxembourg and its agencies or authorities, or without all required approvals, licenses and/or exemptions;
- interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which You do not have authorization to access or at a level exceeding Your authorization;
- disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program;
- engage in any other activity deemed by Webly to be in conflict with the spirit or intent of this Agreement or any Webly policy;
- use Your server as an “open relay” for similar purposes. This includes but is not limited to pirated software, hacking programs or archives, warez and mp3 sites and IRC bots. Webly is the sole arbiter as to what constitutes a violation of this provision.
- 4.2 Violations of system or network security are prohibited, and may result in criminal and civil liability. Examples include, but are not limited to the following: unauthorized access, use, probe, or scan of a systems security or authentication measures, data or traffic. Interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks. Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting.
- 4.3 It is a violation for anyone to employ posts or programs which consume excessive CPU time.
- 4.4 You are responsible for ensuring that there is no excessive overloading of Webly’s service.
- 4.5 You agree not to provide free services. Account holders found violating this section will be terminated immediately and all payments forfeited.
5. Storage and Security
- 5.1 At all times, You shall bear full risk of loss and damage to Data. You are entirely responsible for maintaining the confidentiality of Your password and account information. You acknowledge and agree that You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the service or any of Your services content displayed, linked, with your id4me. You shall be solely responsible for undertaking measures to:
- prevent any loss or damage to Your server content;
- ensure the confidentiality of Your password.
- 5.2 Webly’s shall have no liability to You or any other person for loss, damage or destruction at any time. The services offered by Webly are not intended to provide a PCI (Payment Card Industry) compliant environment and therefore should not be utilized as such without further compliance activity. Webly shall have no liability to You or any other person for Your use of Webly products and/or services in violation of these terms.
6. Non-exclusive License
- 6.1 If You have licensed software from Webly, Webly grants You a limited, non-exclusive, non-transferable and non-assignable license to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two or more computers at one time. You agree to not alter or modify the software. You agree You are not authorized to combine the software with any other software program, create derivative works based upon the software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.
- 6.2 Webly reserves all rights to the software. The software and any copies You are authorized to make are the intellectual property of Webly. The source code and its organization are the exclusive property of Webly and the software is protected by copyright law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the software and all rights are reserved by Webly. Any such software and services are provided to You “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.
7. Webly Account
Webly will host an account for You corresponding with the purchased, and for the period of time corresponding with the payment plan chosen by You. The contract will automatically renew at the end of The Term unless otherwise specified by You. Once the account cancellation request is received and we process the request as per the account holders consent, the agreement between You and Webly is officially terminated. We reserve the right to remove the account at any time thereafter. Webly shall not be responsible for any loss of data once the account recurring billing has been cancelled.
8. Legal Purpose
The single sign on account and/or related electronic services can only be used for legal purposes under all applicable international, federal, provincial, and municipal laws. Violations of these or any other provisions of this Agreement may result in termination of the services provided by Webly, with or without the grant of a notice or cure period, such notice or cure period to be granted at the sole discretion of Webly based upon the severity of the violation. Webly reserves the right to refuse service if any of the activity within, or any links from, the Account Holder’s website is deemed illegal, misleading, or obscene, or is otherwise in breach of Webly’s then current Acceptable Use Policy, in the sole and absolute opinion of Webly.
9. Rates and Prices
You acknowledge that the nature of the service furnished and the rates and charges have been communicated to You. You are aware that Webly reserves the right to change the specified rates and charges from time to time.
10. Account Use
You agree to follow generally accepted rules of “Netiquette” when sending e-mail messages or posting to newsgroups. You are responsible for security of your password. Webly will not change passwords to any account without proof of identification, which is satisfactory to Webly, which may include written authorization with signature. In the event of any partnership break-up, divorce or other legal problems that includes You, You understand that Webly will remain neutral and may put the account on hold until the situation has been resolved. Under no circumstances will Webly be liable for any losses incurred by You during this time of determination of ownership, or otherwise. You agree to indemnify and hold harmless Webly from any and all claims arising from such ownership disputes.
11. Safe Use
You agree not to harm Webly, its reputation, computer systems, programming and/or other persons using Webly services.
12. Third Party Content
You are responsible for monitoring all your own services. In the event that an error occurs the account holder must notify Webly immediately of the error. In no event shall Webly be liable to the Account Holder for any damages resulting from or related to any failure or delay of any services.
13. Fees, Payment and Refund
As consideration for the products and/or services purchased by You and provided to You by Webly, You agree to pay Webly at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your services are suspended, terminated, or transferred prior to the end of the term of service. Webly expressly reserves the right to modify pricing through email notification and/or notice on its website. You may receive a full refund within the initial 30 days after sign up. If the account holder cancels after the time period specified, there will be no refund given. Refunds do NOT apply to services related to consulting.
- 14.1 If You signed up for a monthly payment plan, Your monthly billing date will be determined based on the day of the month You purchase the products or services. If that date falls after the 28th of the month, then Your billing date will be the 28th of each month. If You signed up for an annual (or longer) payment plan, and You elected the automatic renewal option, Webly will automatically renew Your services when they come up for renewal and will take payment in accordance with the designated payment method at Webly’s then current rates. If for any reason Webly is unable to charge Your account for the full amount owed Webly for the products and/or services provided, or if Webly is charged a penalty for any fee it previously charged to You, You agree that Webly may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason Webly is unable to charge Your credit card with the full amount of the services provided, or if Webly is charged back for any fee it previously charged to the credit card You provided, You agree that Webly may pursue all available remedies in order to obtain payment. You agree that among the remedies Webly may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any services or products and/or services registered or renewed on Your behalf. Webly reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular services, including additional costs that it may incur in providing the services and pass these costs along to You.
- 14.2 While all purchases are processed in GBP (£), Webly may provide an estimated conversion price to currencies other than GBP (£). You acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential slight time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. Accordingly, Webly makes no representations or warranties that the actual price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any discrepancy between the estimate and the actual price. In addition, you may be charged VAT, based on the country indicated in Your billing address section. Any amounts to be charged will appear during the checkout process.
15. Limitation of Liability; Waiver and Release
The services offered by Webly are being provided on an “AS IS” and Webly expressly disclaims any and all warranties, whether expressed or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose, to the fullest extent permitted or authorized by law. Without limitation of the foregoing, Webly expressly does not warrant that the Webly products and/or services will meet Your requirements, function as intended, or that the use of the provided services will be uninterrupted or error free. In no event shall Webly be liable for any or all direct, indirect, incidental, special, exemplary or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including, but not limited to, negligence or otherwise) arising in any way out of the use of the services, even if Webly is aware of or has been advised of the possibility of such damages.
Accordingly, You for Yourself and all of Your heirs, personal representatives, predecessors, successors and assignees, hereby fully release, remise, and forever discharge Webly and all affiliates of Webly, and all officers, agents, employees, and representatives of Webly, and all of their heirs, personal representatives, predecessors, successors and assignees, for, from and against any and all claims, liens, demands, causes of action, controversies, offsets, obligations, losses, damages and liabilities of every kind and character whatsoever, including, but not limited to, any action omission, misrepresentation or other basis of liability founded either in tort or contract and the duties arising thereunder, whether known or unknown, relating to or arising out of, or in any way connected with or resulting from, the products and services and Your acquisition and use thereof, including, but not limited to, the provision of the Webly products and/or services by Webly and its agents and employees. Further, You agree to defend, indemnify and hold Webly harmless from any loss, liability, damages or expense, including reasonable attorneys’ fees, arising out of any breach of any representation or warranty provided herein, any negligence or wilful misconduct by You, or any allegation that Your account infringes a third person’s copyright, trademark or proprietary or intellectual property right, or misappropriates a third person’s trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should Webly be notified of a pending law suit, or receive notice of the filing of a law suit, Webly may seek a written confirmation from You concerning Your obligation to defend, indemnify Webly. Your failure to provide such a confirmation may be considered a breach of this agreement. You agree that Webly shall have the right to participate in the defence of any such claim through counsel of its own choosing. You agree to notify Webly of any such claim promptly in writing and to allow Webly to control the proceedings. You agree to cooperate fully with Webly during such proceedings.
You agree that You will be responsible for notifying Webly should You desire to terminate Your use of Webly’s Services. Notification of Your intent to terminate must be provided to Webly no earlier than 10 days prior to Your billing date but no later than three days prior to Your billing date.
You agree that any notices required to be given under this Agreement by us to you will be deemed to have been given if delivered in accordance with the account and/or service information you have provided.
19. Legal Age
You attest that you are of legal age to enter into this Agreement.
20. Final Agreement
This Agreement, together with all modifications, constitutes the complete and exclusive agreement between you and us, and supersedes and governs all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us.
21. No Agency Relationship
Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties hereto. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
24. Assignment and Resale
Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes any of the Services (or portion thereof) without Webly’s prior express written consent.
25. Force Majeure
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labour strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over Webly, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, Webly may immediately terminate this Agreement.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section. Webly employ an Acceptable Usage Policy to maintain the performance and integrity of our computer equipment. Breach of our Acceptable Usage Policy may result in account suspension or termination without refund.