Access to Personal Data
ANTOR TRIBECA S.L.. respects and values your privacy. That’s why we have established this Privacy Policy (referred to as the “Privacy Policy” herein) – so that we can disclose what information we collect about you and how we use, store and disclose such information. We want to help you make an informed decision about whether or not to share your information with us.
ANTOR TRIBECA S.L.. reserves the right to revise, modify, add or remove provisions to this Privacy Policy at any time. In the event that we do so, we will notify you in accordance with the notice provisions of our Terms of Service. Take note of the ‘Last Updated’ date listed at the foot of this Privacy Policy. If we make changes to this Privacy Policy, we will update that date to notify you of the date of such changes. By continuing to use the Website after receiving notice of the updated Privacy Policy, you acknowledge that you have read and understand the revised Privacy Policy.
Capitalized terms in this Privacy Policy have the meaning given to such terms in our Terms of Service.
How does ANTOR TRIBECA S.L.. collect information from you?
ANTOR TRIBECA S.L.. collects information from you when you send it to us directly by filling out forms on the Website (including any application you may make for Services or the Software), corresponding with us by e-mail, writing to us by post, or speaking to us by telephone. We also collect information from you when you browse the Website and use the Software, as set out in detail below. Some of the methods we use to collect data are automated and will take effect automatically as you navigate the Website and/or use the Software.
What information does ANTOR TRIBECA S.L.. Collect?
Personal Information.
ANTOR TRIBECA S.L. may collect information from you which may be personally identifiable such as names, addresses, telephone numbers, fax numbers, physical addresses, email addresses, credit card number (in the case of direct customers) and, if applicable, company names, addresses, telephone numbers, fax numbers, physical addresses, email addresses, credit card numbers or tax ID numbers as well as similar information concerning technical contacts, marketing contacts, and executive contacts within your company or organization (collectively, in formation of this nature shall be “Personal Information”).
Non-Personal Information.
ANTOR TRIBECA S.L.. may collect non-personally identifiable information from you such as the type of browser you use, your operating system, the screen resolution of your browser, your ISP, your IP address, which pages you view on the Site and the time and duration of your visits to the Site (collectively, “Non-Personal Information”). ANTOR TRIBECA S.L. associates Non-Personal Information with Personal Information if you register with the Site.
User Communications.
If you communicate with us, we may collect information relating to that communication whether it takes the form of email, fax, letter, forum posting, testimonials or any other form of communication between you and ANTOR TRIBECA S.L. or Submitted by you to the Site (collectively, “User Communications”).
Server Information.
If you use one of our software products such as Inboundmanagerpro®, we may collect certain information concerning such software. This information includes without limitation: (a) the licensed or unlicensed status of the software; (b) the source from which the license for the software was obtained (i.e., ANTOR TRIBECA S.L. or a ANTOR TRIBECA S.L., affiliate or mother company); or (c) information about the server upon which the software is installed including (i) the public IP address, (ii) the operating system . Additionally, “Server Information” may also include (x) information collected by ANTOR TRIBECA S.L. from time to time concerning which features of the software are most often used in order to improve and make adjustments to the software; and (y) information collected from you by ANTOR TRIBECA S.L in the event that you request technical support services including without limitation, IP addresses, usernames and passwords necessary to login to SSH, the root directory of the server upon which you installed the ANTOR TRIBECA S.L software and any affected accounts including email accounts, MySQL accounts and other accounts.
How does ANTOR TRIBECA S.L. use and store the information it collects?
As a general matter, ANTOR TRIBECA S.L. may use the information you disclose to us to improve and provide the Site, the Services and our other products and services, and for the specific purpose that you gave us the information. More specific details on how we use your information follow below.
We may use Personal Information to create and authenticate your account, to process transactions you request such as software license purchases, to provide you with the newsletters and mailing lists that you sign up for, to provide you with customer and technical support and to communicate with you about your account and our products and services. We may also use Personal Information to offer, market or advertise to you ANTOR TRIBECA S.L.. products and services. While such ANTOR TRIBECA S.L. products and services may reference, incorporate or include third-party products and services, ANTOR TRIBECA S.L. will not use your Personal Information to independently offer, market or advertise third-party products and services unless we first obtain your consent to do so. You may update your Personal Information with us, but we may maintain records of Personal Information you disclose to us indefinitely.
We may use User Communications in the same ways we use Personal Information. If you communicate with us for a particular purpose, we may use your User Communications for that purpose. For example, if you contact us for technical support, we may use your communications to provide technical support to you. We may maintain records of User Communications you transmit to us indefinitely.
ANTOR TRIBECA S.L. may use Non-Personal Information to maintain, evaluate, improve and provide our Site, the Services and any other ANTOR TRIBECA S.L. products and services. We may retain Non-Personal Information indefinitely.
We may use Server Information to provide you with technical support services and to maintain, evaluate, improve and provide ANTOR TRIBECA S.L. products and services. We may also use such information to investigate unlicensed (and therefore unauthorized) uses of our software. ANTOR TRIBECA S.L. may maintain Server Information indefinitely.
Where is your data stored?
ANTOR TRIBECA S.L. IS A GLOBAL COMPANY AND YOUR DATA ARE HELD IN THE EU.
How does ANTOR TRIBECA S.L. disclose the information it collects?
Except as disclosed in this Privacy Policy, ANTOR TRIBECA S.L. does not share your Personal Information with unaffiliated third parties other than is set out in this Privacy Policy. ANTOR TRIBECA S.L. will never disclose your Personal Information to an unaffiliated third party for the purposes of email or other marketing unless we first obtain your consent to do so.
ANTOR TRIBECA S.L. cannot be responsible for protecting your information if you share such information in publicly available sections of the Site such as the user forums or testimonials section. You should use your own judgment in disclosing this information on the Site.
In the event that ANTOR TRIBECA S.L. is purchased by another company, merges with another company or has a substantial portion of its assets purchased by another company, ANTOR TRIBECA S.L. may share your information with that company. In such an event, we will notify you in accordance with the notice provisions of the Terms of Use.
We may share your information with third parties as permitted or required by Applicable Law, by a court order or by another judicial or governmental request. We may also disclose your information if we determine that such disclosure us necessary to protect ANTOR TRIBECA S.L.’s rights and remedies or is necessary for national security, law enforcement, or other issues of public importance. Such disclosures could take place in the context of an investigation or to prevent or take action against illegal activity, suspected fraud, situations involving potential threats to the physical safety of any person, violations of ANTOR TRIBECA S.L.’s Terms of Service, applicable EULAs or other ANTOR TRIBECA S.L. agreements, or as otherwise required by Applicable Law.
ANTOR TRIBECA S.L. may disclose your information to affiliated third parties that assist us in maintaining, evaluating, improving and providing the Site, the Services and any other ANTOR TRIBECA S.L. products and services. ANTOR TRIBECA S.L. may disclose your information to affiliated third parties for the purposes of offering, marketing or advertising ANTOR TRIBECA S.L. products and services to you (such ANTOR TRIBECA S.L. products and services may reference, incorporate or include third-party products and services). In such an event, ANTOR TRIBECA S.L. will take reasonable measures to prevent such affiliated third parties from using your information for other purposes.
Does ANTOR TRIBECA S.L. use cookies and web beacons?
Yes, ANTOR TRIBECA S.L. uses cookies to keep you logged in after you log in to the Site. Otherwise, you would have to log in again for each page of the Site that you visit.
Cookies are also used in Google Analytics tracking and for the tracking of referrals (if applicable).
Cookies are small text files placed on your computer by ANTOR TRIBECA S.L. They may be associated with your Personal Information by ANTOR TRIBECA S.L., but they do not contain your Personal Information. ANTOR TRIBECA S.L. use web beacons, as the tracking scrpits to collect behavioral information about engagement point you have with our products and services.
How does ANTOR TRIBECA S.L. protect Personal Information and other information about you?
ANTOR TRIBECA S.L. takes reasonable steps to protect the information we collect about you. Additionally, we may supply you with tools to evaluate the strength of the password you select for the Site. No security measures are foolproof, and ANTOR TRIBECA S.L. cannot guarantee the security of your information other than to take reasonable steps to protect it. In the event that ANTOR TRIBECA S.L. becomes aware of a security breach, unauthorized disclosure or inadvertent disclosure concerning your information, you agree that ANTOR TRIBECA S.L. may notify you of such an event using the notice provisions of the Terms of Use.
You are responsible for maintaining your account’s security (as more specifically explained in the Terms of Use).
Your Rights
You have the right to ask us not to process your personal data for marketing purposes. We will usually inform you (before collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise your right to prevent such processing by checking certain boxes on the forms we use to collect your data. You can also exercise the right at any time by contacting us at support@albadamg.com.
Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
The Data Protection Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act.
What if you have questions, comments or complaints about this Privacy Policy?
Please feel free to direct any questions, comments or complaints regarding this Privacy Policy using the contact information listed in the Contact section of the Inboundmanagerpro.com web site or to support@albadamg.com. It is ANTOR TRIBECA S.L.’s policy to investigate and attempt to resolve all formal written complaints we receive concerning this Privacy policy. ANTOR TRIBECA S.L. will cooperate with appropriate regulatory authorities, including local data protection authorities, to resolve any complaints regarding the transfer of personal data that cannot be resolved between ANTOR TRIBECA S.L. and an individual.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE YOU USE THE WEBSITE OR ATTEMPT TO ACCESS ANY SERVICES. THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND ANTOR TRIBECA S.L.
These terms (the “Terms of Service”) apply to your use of www.Inboundmanagerpro.com and the Inboundmanagerpro platform (both named as “Website”onwards) and any purchase or use by you of any services that may be made available to you through it (“Services”).
ANTOR TRIBECA S.L. Limited reserves the right to amend or update these Terms of Service at any time, with or without notice. Such changes shall take effect immediately and shall apply to all subsequent use by you of the Website or Services.
Accessing the Website
We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. Access to the Website is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Website without notice. ANTOR TRIBECA S.L. will not be liable to you if for any reason the Website is unavailable at any time or for any period.
Accounts and Passwords
If you choose, or you are provided with, any form of user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
We reserve the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
If you know or suspect that anyone other than you knows your user identification code or password, you must notify us immediately.
Service Provision and End User License Agreement
You agree that the ANTOR TRIBECA S.L. Software (the “Software”) is supplied by ANTOR TRIBECA S.L. Limited (“ANTOR TRIBECA S.L.”), and is licensed, not sold, under the terms of its End User Licence Agreement (“EULA”) and that the EULA will govern all use of the Software by you. You accept that you have no right to use the Software without agreeing to the terms of the EULA in full.
A Software licence offered to you via the Website is a ‘Leased Software Licence’ not an ‘Owned Software License’.
License holders are not permitted to “borrow”, “lend”, “sell” or in any other way transfer licenses or use of the Software to any third parties. Any breach by you of this this term of the Terms of Service shall cause all use by you of the Software to be revoked and terminated immediately and without ANTOR TRIBECA S.L. incurring any liability.
The EULA Agreement is included in the ANTOR TRIBECA S.L. instalation. By installing, copying, or otherwise using ANTOR TRIBECA S.L., you agree to be bound by the terms of the EULA.
ANTOR TRIBECA S.L. Limited reserves the right to refuse service to any individual or organisation at its discretion. ANTOR TRIBECA S.L.. reserves all rights in, and all ownership of the Software.
Renewals & Payments
Payments made in respect of the Software are accepted via PayPal, Stripe and Credit Card. Software licenses automatically renew at the conclusion of each contractual period (month or year) until cancelled. Payment is due on the anniversary of the date of signup each contractual period. If payment is not received within the due date, ANTOR TRIBECA S.L. will suspend the license until full payment is received and reserves the right to suspend any and all related services for the account in question.
For all other Services, payments shall be due in advance of any work commencing. ANTOR TRIBECA S.L. reserves the right to invoice for Services in instalments, with payment being split into multiple payments, including without limitation arrangements whereby 50% of the price is paid prior to any work commencing, and the remainder is invoiced upon completion.
Should ANTOR TRIBECA S.L. receive a chargeback or disputed payment, all services will be revoked until any disputed amounts have been repaid plus any fees incurred.
Delivery
All licenses shall be issued instantly upon ANTOR TRIBECA S.L. receiving to its satisfaction confirmation of receipt of payment from the chosen gateway processor. Should your payment be identified as fraudulent or otherwise unlawful, irregular or contrary to this Terms of Service or our EULA, the relevant license will be suspended and you will be liable to repay the relevant amount any fees incurred (including for the avoidance of doubt, any relevant payment processing fees).
Our professional setup & installation services usually take between 10 to 20 minutes to complete, but this is not a guaranteed turnaround time, and at peak times such as new releases, they may take longer.
30 Day Money Back Guarantee
In the case you are not using first the Free License of the product, the 30 Day Money Back Guarantee applies to your purchase. If you bought the free license before the payment license, this policy doesn’t apply.
In the unlikely event that you are not completely satisfied with our Software we are, subject to the terms of this clause, happy to provide you with a full refund for the cost of your license. To claim a refund under this money back guarantee you simply need to submit a cancellation request from our members area within 30 days of the original purchase date, stating why the Software was not to your satisfaction and your money will be refunded in full.
The Money Back Guarantee applies to new clients only, this applies to license & addon/service related charges, however services that have commenced, or provided by third parties are not eligible for refund. To clarify, a new client is determined by both the registered client information and the domain that the ANTOR TRIBECA S.L. license is installed on, meaning that if there is a record of ANTOR TRIBECA S.L. having been used in the past by either the same company or person, or on the same domain, then you will not be eligible for refund under our Money Back Guarantee. If we offer products and services that are provided by third parties, those products and/or services will be subject to the policies of the third party provider regardless of whether those products and/or services appear to be provided by us.
Cancellations & Refunds Policy
Leased Software Licences may be cancelled at any time. No notice period is required, and cancellation shall be effective from the date the cancellation request is made or processed. Cancellation should be submitted from our members area at www.inboundmanagerpro./members-area under the suscription tab, into subscription view.
Any monies paid for Leased Software Licence renewals prior to a cancellation request being submitted are non-refundable. The same applies to any Services; once a Service has been started, any fees paid in respect of that Service shall be non-refundable.
ANTOR TRIBECA S.L. reserves the right to cancel Services and access to the Service at any time. If a customer breaks the terms of the EULA or Terms of Service, a refund will not be available.
Outside the 30 Day Money Back Guarantee period, refunds are only issued for Software failure (where the Software materially fails to perform in accordance with its specification). Refunds are not issued for server failure/issues, lack of features, lack of technical sophistication. Refunds are determined on individual circumstances and only issued once our technical staff determine that ANTOR TRIBECA S.L. has a fault causing it to not. Installation charges, if any, are not refundable under any circumstances. Refunds are not available after 1 month from the purchase date.
License Transfer Policy
Leased Software Licences cannot be re-sold or transferred under any circumstances.
Intellectual property rights
We are the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us.
If you print off, copy or download any part of our site in breach of these terms of use, your right to use our site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
Trademarks
The Website and the Software contain references to many companies that the Software is integrated with for payments and other related services. Inboundmanagerpro and their logos are trademarks of ANTOR TRIBECA S.L. Limited. Registered in Ireland. All rights reserved. All other trademarks are the property of their respective owners.
No reliance on information
The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.
Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.
Limitation of our liability
Nothing in these terms of use excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Irish law.
To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or any content on it, whether express or implied.
We will not be liable to any user of the Website for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
If you are using this Website as a consumer, please note that you are expressly prohibited from using the Website for any purpose other than commercial or business purposes.
We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Website or to your downloading of any content on it, or on any website linked to it.
We assume no responsibility for the content of websites linked to from the Website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.
Viruses
We do not guarantee that the Website will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
You must not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Linking to our site
You may link to the home page of the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site.
We reserve the right to withdraw linking permission without notice.
Applicable law
Please note that these Terms of Service, its subject matter and its formation, are governed by Irish law. You and we both agree to that the courts of Ireland will have exclusive jurisdiction.
ANTOR TRIBECA S.L. END USER LICENSE AGREEMENT
IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR COLLECTIVELY ON BEHALF OF YOUR BUSINESS ENTITY) AND ANTOR TRIBECA S.L. LIMITED. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. AMONG OTHER PROVISIONS, IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS TERMINATION AND WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY USING THE SOFTWARE, YOU CONFIRM YOUR ACCEPTANCE OF THE SOFTWARE AND YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT SUBSCRIBE THE SOFTWARE AND RETURN THE SOFTWARE TO YOUR WEBSITE OR PLACE OF PURCHASE FOR A FULL REFUND. CONTINUED USE OF THIS SOFTWARE SIGNIFIES YOUR CONTINUED ACCEPTANCE OF THESE TERMS AND ANY FUTURE CHANGES TO THEM.
1. Definitions.
1.1 “Activated” has the meaning given in Section 2.4.2.
1.2 “Agreement” means both the EULA and the Pricing and Term Agreement.
1.3 “Applicable Law” means applicable international, federal, state or local laws, statutes, ordinances, regulations or court orders.
1.4 “Beta Version” means any version of the Software released by ANTOR TRIBECA S.L. for testing as determined by ANTOR TRIBECA S.L. in its sole discretion.
1.5 “Effective Date” has the meaning given in the Pricing and Term Agreement.
1.6 “EULA” means this End-User License Agreement.
1.7 “Intellectual Property Rights” means trade secret rights, rights in know-how, moral rights, copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under the laws of any governmental authority, domestic or foreign, including all applications for and registrations of any of the foregoing.
1.8 “Pricing and Term Agreement” means, as applicable, (a) the Pricing and Term Agreement entered into between You and ANTOR TRIBECA S.L. in connection with the license of the Software which sets forth (among other things) pricing, term and payment provisions of this Agreement; (b) the pricing and payment provisions located at www.inboundmanagerpro.com (or such other URL as ANTOR TRIBECA S.L. may designate from time to time); and/or (c) the pricing and payment provisions of any agreement between You and a ANTOR TRIBECA S.L. reseller (or other third party authorized to grant You the license) pursuant to which You obtained a license to use the Software. The Pricing and Term Agreement is hereby incorporated by reference and made a part of this Agreement as though fully set forth herein.
1.9 “Software” means the Inboundmanagerpro program(s) supplied by ANTOR TRIBECA S.L.. together with this Agreement, and corresponding documentation, source code (when applies), object code, updates, user interfaces (including without limitation any web-based interfaces), printed materials and online or electronic documentation. These program(s), mean SaaS (Software as a Service) products and phisical supported software products (pen drives, HD, CD,) as well. Part of the software is based on other preliminary products, available under GPL license as an open source, which ones powered the development of the Inboundmanager platform. In the Inboundmanagerpro you will find all the references of the original opensource, and the information to obtain the source code. If you have any problem on get the information, you can contact contact@inboundmanagerpro.com for convininet help. Other parts of the software, are developed by ALBADA IRELAND LTD, and part are powered by licensed software agreements with third parties. In any case the platform, named as Inboundmanagerpro is delivered as a single product, with all parts and components packed in the subscription.
1.10 “Term” means the term of this Agreement as set forth by the term of the license obtained by You (a) in connection with the Pricing and Term Agreement; or (b) from a ANTOR TRIBECA S.L. reseller or other third party authorized to grant You the license.
1.11 “Territory” means the world, except to the extent that use or distribution of the Software in certain countries or regions would cause either party to violate Section 9.13 (Export Controls).
1.12 “Trademarks” means all domestic and international trademarks, service marks, logos, trade names, trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of ANTOR TRIBECA S.L. including without limitation, ANTOR TRIBECA S.L. and the ANTOR TRIBECA S.L. logo. ANTOR TRIBECA S.L. may add to the foregoing nonexclusive list of Trademarks in its sole discretion from time to time.
1.13 “Third Party Users” and “Licensee” both mean, as applicable, (i) an authorized third-party end user of the Software who obtained a Software License from You, or (ii) You.
1.14 “Updates” means any bug fixes, patches and other modifications of the Software provided to You by ANTOR TRIBECA S.L.
1.15 “Virtual Private Server” means a virtual server operating on a single physical server upon which multiple virtual servers may operate.
1.16 “You” or “Your” means or refers to the individual or entity entering into this Agreement with ANTOR TRIBECA S.L., whether or not such terms are capitalized in this Agreement.
1.17 “ANTOR TRIBECA S.L.” means ANTOR TRIBECA S.L. Limited.
1.18 “ANTOR TRIBECA S.L. Anonymous Usage Data” means all data collected by ANTOR TRIBECA S.L. in connection with the use of the Software by You or any Third Party Users, including (a) the licensed or unlicensed status of the Software; (b) the source from which the license for the Software was obtained; and (c) information about the hardware upon which the Software is installed including (i) the public IP address, (ii) the operating system, (iii) web server version, and (iv) data utilized to prevent and combat various server attacks by hackers or their hardware, including but not limited to assaults such as spam attacks, brute force attacks, dictionary attacks, phishing, pharming, and the like. Additionally, “ANTOR TRIBECA S.L. Anonymous Usage Data” may also include information collected by ANTOR TRIBECA S.L. from time to time concerning which features of the Software are most often used in order to improve and make adjustments to the Software, including, but not limited to the number of active modules, PHP version, mySQL version, installed PHP extensions, installed add-on modules, template utilization, and the number of active administrators, domains, servers, and active clients.
1.19 “ANTOR TRIBECA S.L. Member Area” means ANTOR TRIBECA S.L.’s customer service, license management and Incident tracking system or such successor system as ANTOR TRIBECA S.L. may designate from time to time which. Only ANTOR TRIBECA S.L. Licensees may access and use the ANTOR TRIBECA S.L. Client Area.
2. License.
2.1 License Grant. During the Term, solely within the Territory and subject to the terms and conditions of this Agreement, ANTOR TRIBECA S.L. grants You a limited, non-exclusive, license to (a) install and (b) use the Software. The foregoing license is revocable, non-transferable, non-assignable and non-sub-licensable.
2.2 License Transfers. The Software is licensed only to You. You may not rent, lease, sub-license, sell, assign, pledge, transfer or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of ANTOR TRIBECA S.L. Limited. (For the avoidance of doubt, this license is only granted to one customer entity (person or company). One License includes 5 users, and any extra user have to be purchased to the valid price fixed in the shopping chart at the moment of adquisition. If a purchaser requires more than one instance, another suscription is required.
2.3 Restrictions of Use.
2.3.1 Installation of Software Package. The Software is licensed as a single product and none of the components in the Software may be separated for installation or use.
2.3.2 Single Domain. This Software is licensed to operate on only one domain.
2.3.3 Back-Up Copy. All backup copies must be an exact copy of the original Software. If You make a back-up copy of the Software, such copy must be in machine-readable form and You must reproduce on such copy all Intellectual Property Right notices and any other proprietary legends on the original copy of the Software.
2.3.4 No Derivative Works; Reverse Engineering. You may not alter, merge, modify, prepare derivative works based upon, adapt or translate the Software in any manner whatsoever. Additionally, You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to any human-readable form, or use the Software to develop any application having the same primary functions as the Software.
2.4 Monitoring of Software.
2.4.1 Audit by ANTOR TRIBECA S.L.. You agree that ANTOR TRIBECA S.L. may audit Your use of the Software for compliance with this Agreement at any time, upon reasonable notice. You agree to cooperate with ANTOR TRIBECA S.L. and any auditors selected by ANTOR TRIBECA S.L. to complete the audit including by providing access to any facilities in which the Software is used or stored, including without limitation the facilities which house the hardware upon which the Software is installed, if it is a case. In the event that such audit reveals any use of the Software by You other than in compliance with the terms of this Agreement, You shall reimburse ANTOR TRIBECA S.L. for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such noncompliance.
2.4.2 Authentication System. The Software contains technological measures that, working in conjunction with ANTOR TRIBECA S.L. computer servers, are designed to prevent unlicensed or illegal use of the Software (collectively, the “Authentication System”). You acknowledge and agree that such Authentication System allows ANTOR TRIBECA S.L. to (among other things) (a) monitor use of the Software by You as set forth in Section 2.4.3 (ANTOR TRIBECA S.L. Anonymous Usage Data); (b) suspend or disable access to the Software in whole or in part in the event of a breach of this Agreement; and (c) terminate use of the Software upon the expiration or termination of this Agreement. You agree not to thwart, interfere with, circumvent or block the operation of any aspect of the Authentication System, including any communications between the Software and ANTOR TRIBECA S.L.’s computer servers. For the avoidance of doubt, the Software will not operate unless ANTOR TRIBECA S.L. from time to time verifies the Software using the Authentication System which requires the exchange of information between You and ANTOR TRIBECA S.L. over the Internet.
2.4.3 ANTOR TRIBECA S.L. Anonymous Usage Data. You agree that, without further notice to You, ANTOR TRIBECA S.L. may use technological means to (a) monitor use of the Software as may be necessary to monitor for compliance with the terms of this Agreement; and (b) collect ANTOR TRIBECA S.L. Anonymous Usage Data. ANTOR TRIBECA S.L. reserves the right to copy, access, store, disclose and use ANTOR TRIBECA S.L. Usage Data indefinitely in its sole discretion; provided, however, that in the event that ANTOR TRIBECA S.L. collects information concerning which features of the Software are most often used by You, ANTOR TRIBECA S.L. will remove personally identifiable information (if any) from such data and copy, access, store, disclose and use such data solely for the purpose of improving the Software.
2.5 Data Protection Act 1998. ANTOR TRIBECA S.L. Limited undertakes to comply with the provisions of the Data Protection Act 1998 and any related legislation in so far as the same relates to the provision of the Software and related support services by ANTOR TRIBECA S.L. Limited to You. Your name, address and other personal information as well as any personal data You supply to ANTOR TRIBECA S.L. Limited in order for ANTOR TRIBECA S.L. to provide the Software and related services related to You will be stored by ANTOR TRIBECA S.L. Limited on its computer system and may be made available to ANTOR TRIBECA S.L. staff and related third parties as required to allow the provision of support and any related services to be completed. Any third party that receives personal data from ANTOR TRIBECA S.L. Limited is under an obligation to process such personal data in line with the Data Protection Act 1998.
2.6 Updates. The Software may automatically download and install updates /or updates from time to time from ANTOR TRIBECA S.L.. These updates are designed to improve, enhance and further develop the Software and may take the form of bug fixes, enhanced functions, new software modules, completely new versions and additional products and services offered through or from the Software. You agree to receive such updates (and permit ANTOR TRIBECA S.L. to deliver these to You) as a condition to Your use of the Software.
2.7 License Exchange. You agree that this Agreement shall supersede any prior End-User License Agreement and between You and ANTOR TRIBECA S.L. applicable to the Software and that such prior End-User License Agreement is hereby terminated if (a) You previously purchased a license for the Software and are now purchasing a new license for the Software so that You may obtain additional technical support or updates during the Term of this Agreement; or (b) the copy of the Software You licensed with this Agreement is an upgrade to an earlier version of the Software. You may not continue to use the earlier version of the Software or transfer it to another person or entity.
3. Intellectual Property Rights.
3.1 Ownership. ANTOR TRIBECA S.L. owns all right, title and interest, including all Intellectual Property Rights, in and to, (a) the Software; (b) the Trademarks; (c) ANTOR TRIBECA S.L. Anonymous Usage Data; and (d) any and all Submissions (collectively, “ANTOR TRIBECA S.L. IP Rights”).
3.2 Trademarks; Domain Names. This Agreement does not authorize You to use the Trademarks. If You wish to use the Trademarks, You must obtain a written license to use the Trademarks from ANTOR TRIBECA S.L.. Additionally, You will not (a) assert any Intellectual Property Right in the Trademarks or in any element, derivation, adaptation, variation or name thereof; (b) contest the validity of any of the Trademarks; (c) contest ANTOR TRIBECA S.L.’s ownership of any of the Trademarks; or (d) in any jurisdiction, adopt, use, register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, or as a domain name or sub-domain name, any trademarks, or any word, symbol or device, or any combination confusingly similar to, or which incorporates in whole or in part, any of the Trademarks.
3.3 No Implied License or Ownership. Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant You any right, title or interest, implied or otherwise, in or to the ANTOR TRIBECA S.L. IP Rights.
3.4 No Contest. You acknowledge and agree that the www.inboundmanagerpro.com and all subdomains as *.inboundmanagerpro.com IP Rights are and shall remain the sole and exclusive property of ANTOR TRIBECA S.L.. You agree that You shall never oppose, seek to cancel, or otherwise contest ANTOR TRIBECA S.L.’s ownership of the www.inboundmanagerpro.com and *.inboundmanagerpro.com IP Rights or act in any manner that would or might conflict with or compromise ANTOR TRIBECA S.L.’s ownership of the www.inboundmanagerpro.com and *.inboundmanagerpro.com IP Rights, or similarly affect the value of the www.inboundmanagerpro.com and *.inboundmanagerpro.com IP Rights. Whenever requested by ANTOR TRIBECA S.L., You shall execute such documents as ANTOR TRIBECA S.L. may deem necessary or appropriate to confirm, maintain or perfect ANTOR TRIBECA S.L.’s ownership of the www.inboundmanagerpro.com and *.inboundmanagerpro.com IP Rights. In the event ANTOR TRIBECA S.L. is unable, after using its reasonable endeavours (which shall not require ANTOR TRIBECA S.L. to incur any costs), to secure Your signature on any document or documents needed to apply for or to confirm, maintain or perfect ANTOR TRIBECA S.L.’s ownership of the www.inboundmanagerpro.com and *.inboundmanagerpro.com rights for any other reason whatsoever, You hereby irrevocably designate and appoint ANTOR TRIBECA S.L. as Your duly authorized attorney-in-fact, to act for and on Your behalf and stead to execute and sign any document or documents and to do all other lawfully permitted acts to confirm, maintain or perfect ANTOR TRIBECA S.L.’s ownership of the www.inboundmanagerpro.com and *.inboundmanagerpro.com IP Rights with the same legal force and effect as if executed by You. In the event You become aware that any third party is, or may be, infringing the www.inboundmanagerpro.com and *.inboundmanagerpro.com IP Rights, You agree to notify ANTOR TRIBECA S.L. of such fact.
3.5 Proprietary Notices. Third party trademarks, trade names, product names and logos included in the Software may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.
3.6 Submissions. With respect to any feedback, suggestions or ideas (“Submissions”) that You submit to ANTOR TRIBECA S.L. concerning the Software, or any of ANTOR TRIBECA S.L.’s products or services, You agree that: (a) Your Submissions will automatically become the property of ANTOR TRIBECA S.L., without any compensation to You; (b) ANTOR TRIBECA S.L. may use or redistribute the Submissions for any purpose and in any way; (c) ANTOR TRIBECA S.L. is not obligated to review any Submissions; and (d) ANTOR TRIBECA S.L. is not obligated to keep any Submissions confidential. In addition, any illegal, lewd, abusive, profane or otherwise disturbing submissions by You shall constitute a material breach of this Agreement giving rise to ANTOR TRIBECA S.L.’s termination rights in Section 5.2.
4. Payments & Refunds.
4.1 Payments. As a condition of the license granted to You pursuant to this EULA, You shall pay ANTOR TRIBECA S.L. the amount(s) set forth in Your Pricing and Term Agreement in accordance with the payment terms contained therein.
4.2 Refunds. Refunds are only issued for software failure. Refunds are not issued for server failure/issues, lack of features or if Your hardware does not meet the Software Requirements. Refunds are determined on individual circumstances and only issued once ANTOR TRIBECA S.L.’s technical staff determines that ANTOR TRIBECA S.L. has a fault causing it to not run on Your hardware. Installation charges are not refundable under any circumstances. Refunds are not available after 1 month from purchase date.
5 Term and Termination.
5.1 Term. This Agreement shall be effective on the Effective Date and shall automatically expire at the end of the Term.
5.2 Termination. ANTOR TRIBECA S.L. may terminate this Agreement (a) in the event of Your breach of this Agreement upon 30 days’ notice to You if such breach remains uncured after the expiration of the 30 day notice period; (b) as set forth in Section 2.2; or (c) immediately without notice in the event of Your breach of this Agreement. You acknowledge and agree that any breach by You of the following provisions of the Agreement or any related provisions of a Third Party User’s agreement relating to ANTOR TRIBECA S.L. or the Software shall each constitute a material breach: (i) use of the Software in excess of the license grant in Section 2.1 (License Grant); (ii) any purported or attempted assignment, transfer, sale or other disposition or delegation of the Software in violation of Section 2 (License) or Section 9.8 (Assignment); (iii) any violation of Section 2.3 (Restrictions of Use) including without limitation Section 2.3.4 (No Derivative Works; Reverse Engineering); (iv) any violation of Section 2.4 (Monitoring of Software) including without limitation any attempt, whether successful or not, to thwart, interfere with, circumvent or block the operation of any aspect of ANTOR TRIBECA S.L.’s monitoring of the Software; (v) any conduct inconsistent with the ANTOR TRIBECA S.L. IP Rights as set forth in Section 3 (Intellectual Property Rights); (vi) any breach of Section 4 (Payment); and (vii) any breach of Your warranties under Section 6.1 (Mutual Warranties). Additionally, a material breach by You of any agreement or contract between You and ANTOR TRIBECA S.L., including without limitation a breach of ANTOR TRIBECA S.L.’s Trademark Usage Policy, any applicable EULA, or the Technical Support Agreement shall be deemed a material breach of this Agreement and shall give rise to ANTOR TRIBECA S.L.’s right to terminate as set forth in this Section 5.2. The foregoing list of material breaches is a nonexclusive list.
5.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, (a) You must destroy all copies of the Software, including any back-up copy; (b) You must uninstall or delete the Software from the Licensed Server; and (c) ANTOR TRIBECA S.L. may without notice and in its sole discretion terminate, suspend or disable access to the Software by You or any Third Party User.
5.4 Survival. Sections 1 (Definitions), 2.4 (Monitoring of Software), 3 (Intellectual Property Rights), 4 (Payments), 5 (Term and Termination), 6.3 (Disclaimer), 7 (Limitation on Liability), 8 (Indemnification) and 9 (Miscellaneous) shall survive the termination or expiration of this Agreement for any reason.
6. Warranties; Disclaimer.
6.1 Mutual Warranties. Each party hereto warrants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions; and (d) such party will comply with all Applicable Laws related to the use and installation of the Software and the performance of its obligations under this Agreement.
6.2 Limited Warranty. ANTOR TRIBECA S.L. warrants that, for a period of ninety days from the date of delivery of the Software, when used with a hardware and software configuration recommended by ANTOR TRIBECA S.L., the Software will perform in substantial conformance with the documentation supplied with the Software. The limited warranty in this Section 6.2 shall not apply (a) if Your version of the Software is a Beta Version; (b) if the Software has been altered in any way by a party other than ANTOR TRIBECA S.L.; (c) the Software’s third party components; or (d) if any failure or error arises out of use of the Software with anything other than a ANTOR TRIBECA S.L. recommended hardware and software configuration. Any misuse, accident, abuse, modification or misapplication of the Software will void the limited warranty in this Section 6.2.
6.3 Disclaimer. EXCEPT AS SET FORTH IN THE LIMITED WARRANTY OF SECTION 6.2, THE SOFTWARE LICENSED HEREUNDER IS PROVIDED “AS IS” AND ANTOR TRIBECA S.L. HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SOFTWARE, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SOFTWARE, ITS THIRD PARTY COMPONENTS, AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANTOR TRIBECA S.L. DOES NOT WARRANT THAT THE SOFTWARE OR ITS THIRD PARTY COMPONENTS ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IF THE SOFTWARE, ITS THIRD PARTY COMPONENTS, OR ANY DATA ACCESSED THEREFROM IS DEFECTIVE, YOU ASSUME THE SOLE RESPONSIBILITY FOR THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF ANTOR TRIBECA S.L. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DEFECTS OR DAMAGES.
6.3.1 IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OR THE MINIMUM ALLOWED DURATION UNDER SUCH APPLICABLE LAW.
6.3.2 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANTOR TRIBECA S.L., ITS AFFILIATES, LICENSEES, DEALERS, SUB-LICENSORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN SECTION 6.2.
6.3.3 SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
7. Limitation of Liability.
7.1 Lost Profits; Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTOR TRIBECA S.L. WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF ANTOR TRIBECA S.L. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Total Cumulative Liability; Exclusive Remedy. EXCEPT FOR AMOUNTS OWED BY YOU TO ANTOR TRIBECA S.L. UNDER SECTION 4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTOR TRIBECA S.L.’S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO THE SIX MONTH FEES COLLECTED BY ANTOR TRIBECA S.L. UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT FOR ANY BREACH OF THE LIMITED WARRANTY OF SECTION 6.2 YOUR SOLE AND EXCLUSIVE REMEDY AND ANTOR TRIBECA S.L.’S ENTIRE LIABILITY SHALL BE FOR ANTOR TRIBECA S.L., AT ANTOR TRIBECA S.L.’S ELECTION AND WITHIN ITS SOLE DISCRETION, TO USE ITS COMMERCIALLY REASONABLE ENDEAVOURS TO (A) SUPPLY YOU WITH A REPLACEMENT COPY OF THE SOFTWARE THAT SUBSTANTIALLY CONFORMS TO THE DOCUMENTATION INCLUDED WITH THE SOFTWARE; OR (B) REFUND TO YOU YOUR LICENSE FEE FOR THE SOFTWARE; PROVIDED THAT YOU REPORT ANY NON-COMPLIANCE WITH THE LIMITED WARRANTY OF SECTION 6.2 IN WRITING TO ANTOR TRIBECA S.L. NO MORE THAN NINETY (90) DAYS FOLLOWING DELIVERY OF THE SOFTWARE TO YOU.
8. Indemnification. You shall indemnify, defend and hold harmless ANTOR TRIBECA S.L. and its directors, officers, staff, employees agents, and affiliates and their respective successors, heirs and assigns and affiliates (and their its directors, officers, staff, employees and agents and their respective successors, heirs and assigns) (collectively, the “ANTOR TRIBECA S.L. Parties”) from and against any liability, damage, loss or expense (including reasonable lawyers’ fees and expenses of litigation) incurred by or imposed upon the ANTOR TRIBECA S.L. Parties or any one of them in connection with any claims, suits, actions, demands or judgments (“Claims”) related directly or indirectly to or arising out of (a) a breach of Your representations, warranties or obligations under this Agreement; (b) in the event that You sublicense the right to use the Software to any Third Party Users pursuant to Section 2.2 (Sublicensing), (c) a breach of a Third Party User’s representations, warranties or obligations under any provisions in a Third Party User’s agreement relating to ANTOR TRIBECA S.L. or the Software; and (d) any Claims based upon or arising from any allegation that a Third Party User was harmed due to any termination, suspension or disabling of such user’s access to the Software by ANTOR TRIBECA S.L. pursuant to the terms and conditions of this Agreement; provided, however, that in any such case ANTOR TRIBECA S.L. or its affiliates, as applicable, (x) provide You with prompt notice of any such claim; (y) permit You to assume and control the defence of such action upon Your written notice to ANTOR TRIBECA S.L. of Your intention to indemnify; and (z) upon Your written request, and at no expense to ANTOR TRIBECA S.L. or its affiliates, provide to You all available information and assistance reasonably necessary for You to defend such claim. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the ANTOR TRIBECA S.L. Parties, without ANTOR TRIBECA S.L.’s prior written consent, which will not unreasonably be withheld. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable lawyers’ fees and costs awarded against or otherwise incurred by ANTOR TRIBECA S.L. or its affiliates in connection with or arising from any such claim.
9. Miscellaneous.
9.1 Force Majeure. No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other parties indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations.
9.2 Independent Contractors. It is the intention of the parties that ANTOR TRIBECA S.L. and You are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between ANTOR TRIBECA S.L. and You.
9.3 Choice of Law; Venue; Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes and claims) are governed by and construed in accordance with the laws of Ireland. The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes and claims).
9.4 Entire Agreement. This Agreement, together with all Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the parties, oral or written.
9.5 Basis of Bargain. Section 6.2 (Limited Warranty), Section 7 (Limitations on Liability; Exclusive Remedies) and Section 8 (Indemnification) are fundamental elements of the basis of the agreement between ANTOR TRIBECA S.L. and You and shall inure to the benefit of ANTOR TRIBECA S.L.. ANTOR TRIBECA S.L. would not be able to provide the Software on an economic basis without such limitations.
9.6 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
9.7 Amendment or Modification. This Agreement is subject to change without prior notice from ANTOR TRIBECA S.L.. You shall be deemed to have accepted any changes or modifications by Your continuing use of the Software. Additionally, this Agreement may not be amended, modified, or supplemented by You in any manner, except by an instrument in writing signed and agreed to by ANTOR TRIBECA S.L.
9.8 Assignment. This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including without limitation by operation of law, other than as expressly set forth in this Section 9.8. This Agreement may be assigned, transferred, delegated, sold or otherwise disposed of in its entirety: (a) by ANTOR TRIBECA S.L. in its sole discretion; (b) by You with the prior written consent of ANTOR TRIBECA S.L.; and (c) as set forth in Section 2.2 (License Transfers). In addition, ANTOR TRIBECA S.L. may delegate its performance under this Agreement in whole or in part to one or more affiliates, provided that ANTOR TRIBECA S.L. will remain liable and responsible for any performance or obligation so delegated. A party’s permitted successors or assignees must agree as a condition precedent to any assignment, transfer or delegation to fully perform all applicable terms and conditions of this Agreement. No party may assign this Agreement to any entity that lacks sufficient assets and resources to continue to perform, to contractually required standards, all assigned obligations for the remainder of the Term. This Agreement will be binding upon and will inure to the benefit of a party’s permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section 9.8, including without limitation by operation of law, is null and void.
9.9 Waiver. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
9.10 Remedies Cumulative. Except as expressly set forth herein, no remedy conferred upon the parties by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.
9.11 No Third Party Beneficiaries. This Agreement may be terminated or varied in any way and at any time by the Parties without the consent of any Beneficiary.
9.12 Notices. All notices or questions relating to this Agreement shall be directed to: ANTOR TRIBECA S.L., cARRER sANT mEDIR, 22 sANT cUGAT DEL vALLÉS, bARCELONA, sPAIN Any notice required to be given under this Agreement shall be deemed given by ANTOR TRIBECA S.L. when sent to You by email, telephone, fax, or mail to the contact information supplied by You to ANTOR TRIBECA S.L. in the Pricing and Term Agreement. You may update such information from time to time upon written notice to through the www.inboundmanagerpro.com website. Any failure by You to provide ANTOR TRIBECA S.L. with updated contact information will not invalidate the effectiveness of any notice sent by ANTOR TRIBECA S.L. to the contact information previously supplied by You.
9.13 Export Controls. The parties agree to comply fully with all Applicable Laws, or of any foreign government to or from where a party is shipping, to in connection with the import, export or re-export, directly or indirectly, of the Software mentioned in this Agreement.
9.14 Time-Limited Claims. Regardless of any Applicable Law to the contrary, You agree that any claim or cause of action arising out of or related to the Software or this Agreement, must be filed within one year after such claim or cause of action arose or be forever barred.
ANTOR TRIBECA S.L. TECHNICAL SUPPORT AGREEMENT
IMPORTANT: THIS TECHNICAL SUPPORT AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (EITHER INDIVIDUALLY OR COLLECTIVELY ON BEHALF OF YOUR BUSINESS ENTITY) AND ANTOR TRIBECA S.L. LIMITED. READ IT CAREFULLY. AMONG OTHER PROVISIONS, IT CONTAINS TERMINATION AND WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY CLICKING THE “I AGREE” BUTTON AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS TECHNICAL SUPPORT AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE THE SERVICES. CONTINUED USE OF THIS SOFTWARE SIGNIFIES YOUR CONTINUED ACCEPTANCE OF THESE TERMS AND ANY FUTURE CHANGES TO THEM.
1. Definitions.
1.1 “Agreement” means this Technical Support Agreement.
1.2 “Applicable Law” means applicable international, federal, state or local laws, statutes, ordinances, regulations or court orders.
1.3 “Beta Version” means any version of the Software released by ANTOR TRIBECA S.L. for testing as determined by ANTOR TRIBECA S.L. in its sole discretion, including without limitation versions of the Software designated by ANTOR TRIBECA S.L. as “BETA”.
1.4 “Effective Date” has the meaning given in the Support Pricing Agreement.
1.5 “EULA” means the applicable End-User License Agreement for the Software.
1.6 “Incident” means a request by you for assistance in addressing a single technical problem relating to the Software. ANTOR TRIBECA S.L. shall make the final determination as to what constitutes an “Incident” in its sole discretion.
1.7 “Intellectual Property Rights” means trade secret rights, rights in know-how, moral rights, copyrights, patents, trademarks (and the goodwill represented thereby), and similar rights of any type under Applicable Law, including all applications for and registrations of any of the foregoing.
1.8 “Licensee” means, as applicable, (i) an authorized third-party end user of the Software.
1.9 “Normal Business Hours” means 8:00 a.m. to 5 p.m. Greenwich Mean Time during business days and excluding holidays in the case incidents and of billing related Incidents. ANTOR TRIBECA S.L. may amend the definition of “Normal Business Hours” from time to time in its sole discretion by providing notice of such change on its website.
1.10 “Priority Support” means the Services provided by ANTOR TRIBECA S.L. to individuals or entities who have purchased Priority Support from ALBADA IRELAND LTD, when will be available.
1.11 “Priority Support Fees” has the meaning given in Section 4 (Priority Support Fees).
1.12 “Scheduled Service Outage” means a period of time specified by ANTOR TRIBECA S.L. during which ANTOR TRIBECA S.L. will not provide the Services.
1.13 “Services” means the technical support services provided by ANTOR TRIBECA S.L. in connection with this Agreement whether such services are provided via email, telephone support, the ANTOR TRIBECA S.L. website (including without limitation the ANTOR TRIBECA S.L. Member Area, the documentation, Frequently Asked Questions or discussion forums located on the website) or by any other means.
1.14 “Software” means the ANTOR TRIBECA S.L. software program(s) for which you are seeking the Services, and corresponding documentation, source code, object code, Updates, user interfaces (including without limitation any web-based interfaces), printed materials and online or electronic documentation, excluding any third-party components.
1.15 “Standard Support” has the meaning given in Section 2.7.2 (Eligibility for Submission of Incidents).
1.16 “Submissions” has the meaning given in Section 3.5 (Submissions).
1.17 “Support Pricing Agreement” means, as applicable, (a) this Agreement and any other agreement entered into between you and ANTOR TRIBECA S.L. for the provision by ANTOR TRIBECA S.L. of Technical Support, as applicable, which sets forth (among other things) the term, any applicable support fees and the number of Incidents you may submit under the agreement; (b) any Pricing and Term Agreement entered into between you and ANTOR TRIBECA S.L. with respect to the Software which sets forth (among other things) the term, any applicable Support Fees and the number of Incidents you may submit under this Agreement; (c) any technical support provisions of the ANTOR TRIBECA S.L. EULA entered into between you and ANTOR TRIBECA S.L.; (d) the term, termination and the technical support provisions of any other agreement entered into between you and a ANTOR TRIBECA S.L. for the provision of technical support services related to the Software. The Support Pricing Agreement is hereby incorporated by reference and made a part of this Agreement as though fully set forth herein.
1.18 “Term” has the meaning given in the Support Pricing Agreement.
1.19 “Territory” means the world, except to the extent that the provision of the Services or the use or distribution of the Software in certain countries or regions would cause either party to violate Section 9.13 (Export Controls).
1.20 “Third Party Users” means, as applicable, an authorized third-party end user of the Software who obtained a Software License.
1.21 “Trademarks” means all domestic and international trademarks, service marks, logos, trade names, trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of ANTOR TRIBECA S.L. including without limitation the ANTOR TRIBECA S.L. logo. ANTOR TRIBECA S.L. may add to the foregoing nonexclusive list of Trademarks in its sole discretion from time to time.
1.22 “Unscheduled Service Outage” means a period of time during which ANTOR TRIBECA S.L. is unable to provide the Services or during which it is not commercially reasonable for ANTOR TRIBECA S.L. to provide the Services as a result of unforeseen circumstances including but not limited to force majeure events such as those set forth in Section 9.1 (Force Majeure).
1.23 “Updates” means any bug fixes, patches and other modifications of the Software provided by ANTOR TRIBECA S.L..
1.24 “ANTOR TRIBECA S.L.” means ANTOR TRIBECA S.L. Limited.
1.25 “ANTOR TRIBECA S.L. Anonymous Usage Data” means all data collected by ANTOR TRIBECA S.L. in connection with the use of the Software by You, including (a) the licensed or unlicensed status of the Software; (b) the source from which the license for the Software was obtained; and (c) information about the server upon which the Software is installed including (i) the public IP address, (ii) the operating system, (iii) web server version, (iv) the use of any virtualization technologies on such server, and (v) data utilized to prevent and combat various server attacks by hackers or their hardware, including but not limited to assaults such as spam attacks, brute force attacks, dictionary attacks, phishing, pharming, and the like. Additionally, “ANTOR TRIBECA S.L. Anonymous Usage Data” may also include information collected by ANTOR TRIBECA S.L. from time to time concerning which features of the Software are most often used in order to improve and make adjustments to the Software, including, but not limited to the number of active modules, PHP version, mySQL version, installed PHP extensions, installed add-on modules, template utilization, and the number of active administrators, domains, servers, and active clients.
1.26 “Inboundmanagerpro Ticket Support ” includes ANTOR TRIBECA, S.L.’s customer service and Incident tracking system or such successor system as ANTOR TRIBECA, S.L. may designate from time to time, which is presently available at www.inboundmanagerpro.com members area or such other URL as ANTOR TRIBECA, S.L. may designate from time to time.
1.27 “ANTOR TRIBECA S.L. Licensee” means an individual or entity that has obtained one or more valid licenses for the Software.
1.28 “You” or “Your” means or refers to the individual or entity entering into this Agreement with ANTOR TRIBECA S.L., whether or not such terms are capitalized in this Agreement.
2.Services.
2.1 Provision of Services by ANTOR TRIBECA S.L.. Subject to the terms and conditions of this Agreement, ANTOR TRIBECA S.L. shall use commercially reasonable efforts to provide You with the Services during the Term provided that you have not exceeded (a) the number of Incidents set forth by the Support Pricing Agreement; or (b) a commercially reasonable number of incidents as determined by ANTOR TRIBECA S.L. if the Support Pricing Agreement does not specify the maximum number of Incidents. Notwithstanding the foregoing, ANTOR TRIBECA S.L. may in its sole discretion elect to provide, to not provide or to provide on a limited basis (a) the Services for Standard Support; and (b) the Services for Beta Versions of the Software.
2.2 Normal Business Hours. ANTOR TRIBECA S.L. shall use commercially reasonable efforts to provide the Services during Normal Business Hours, except in the event of a Scheduled Service Outage or an Unscheduled Service Outage.
2.3 Scope of Services. ANTOR TRIBECA S.L. will provide the Services only in connection with Incidents that it determines are related to the Software or any third-party applications included with the Software. ANTOR TRIBECA S.L. will not provide the Services for Incidents that it determines are related to third-party software not included with the Software, operating systems, hardware or networks unless ANTOR TRIBECA S.L. determines, on a case-by-case basis and in its sole discretion, that such issues are reasonably related to the Software or any third-party applications included with the Software.
2.4 Web and Email Support. ANTOR TRIBECA S.L. shall use commercially reasonable efforts to provide the Services via its website using the ANTOR TRIBECA S.L. Member Area or via email communications. ANTOR TRIBECA S.L. shall provide the Services, and all Incidents shall be submitted, in the English or Spanish language only.
2.5 Location of Services. ANTOR TRIBECA S.L. shall use commercially reasonable efforts to provide the Services at any facility it designates for the provision of such Services. The origin from which a particular Incident is submitted may be located in anywhere in the Territory. ANTOR TRIBECA S.L. shall not provide the Services “on site.”
2.6 Submission of Incidents.
2.6.1 Sales X Pro®System Member area with the Support functionality must be purchased with any of the Sales X Pro® System Licenses, and all Incidents must be submitted via the ANTOR TRIBECA S.L. Member Area.
2.6.2 Submission Details. In order for ANTOR TRIBECA S.L. to provide the Services to you, you must provide all information requested by ANTOR TRIBECA S.L. with respect to each Incident. If you fail to provide sufficient detail regarding the Incident, ANTOR TRIBECA S.L. shall not be obligated to provide the Services to you and the limited warranty of Section 6.2 (Limited Warranty) shall not apply to the Incident.
2.7 Service Levels.
2.7.1 Standard Support. Any Licensee may submit Incidents to the ANTOR TRIBECA S.L. Mmeber Area in the Support Center section of the ANTOR TRIBECA S.L. Memberb Area. Standard Support is provided on a “best efforts” basis with no guarantees of response time.
2.7.2 Priority Support. ANTOR TRIBECA S.L. offers paid support which is available 8 hours a day, 5 days per week and has a 2 hour guaranteed response time during these hours. Any ANTOR TRIBECA S.L. Licensee is eligible to purchase Priority Support through the ANTOR TRIBECA S.L. Client Area. Pricing for Priority Support may be found in the ANTOR TRIBECA S.L. Shopping Area and is hereby incorporated into this Agreement by reference.
2.7.3 Subscription Requirements. Licensees are required to have a “Support & Updates” subscription enabled in order to receive Standard Support or Priority Support.
2.7.4 Bulk Discounts on Support Fees. If you are interested in purchasing (or prepaying for) bulk Priority Support tickets for multiple Incidents, please contact ANTOR TRIBECA S.L. for further details.
2.7.5 Priority of Support. ANTOR TRIBECA S.L. will use commercially reasonable efforts prioritize its response to Incidents depending upon the level of support and fees paid applicable to such Incidents. Notwithstanding the foregoing sentence, ANTOR TRIBECA S.L. may elect to prioritize its response to a given Incident depending upon the relative severity of the support issues reported in other Incidents pending in the ANTOR TRIBECA S.L. Member Area regardless of the type of support applicable to such Incidents.
2.7.6 Escalation of Incidents. ANTOR TRIBECA S.L. maintains internal escalation procedures with respect to Incidents. In the event that a ANTOR TRIBECA S.L. representative is unable to find a resolution to the Incident (assuming a resolution is commercially feasible), ANTOR TRIBECA S.L. will escalate the Incident in accordance with its internal escalation procedures. ANTOR TRIBECA S.L. may change its internal escalation system from time to time within its sole discretion.
2.7.7 Support Levels. Subject to Section 2.7.5 (Priority of Support), ANTOR TRIBECA S.L. will use commercially reasonable efforts to resolve all Incidents as soon as reasonably possible, but does not make any representations or warranties as to the timeliness of the resolution of any Incident. ANTOR TRIBECA S.L. shall resolve all Incidents subject to Section 2.8 (Resolution of Incidents).
2.8 Resolution of Incidents. In the event that ANTOR TRIBECA S.L. resolves your Incident, or makes a determination that no resolution is commercially feasible, ANTOR TRIBECA S.L. will provide you notice through the ANTOR TRIBECA S.L. Support Area in Member’s Area, and close the Incident on such system. Alternatively, ANTOR TRIBECA S.L. may determine whether a support issue raised in an Incident constitutes a bug in the Software (“Software Bug”) or a request for a new feature (“Feature Request”). If ANTOR TRIBECA S.L. determines that a support issue raised in an Incident constitutes a Software Bug or a Feature Request, ANTOR TRIBECA S.L. will close the Incident and determine whether such Software Bug or Feature Request should be forwarded to ANTOR TRIBECA S.L.’s development team for further consideration and possible correction or inclusion into the Software. Any information, feedback, ideas or suggestions you provide to ANTOR TRIBECA S.L. with respect to a Software Bug or Feature Request shall be deemed a Submission. ANTOR TRIBECA S.L. shall in its sole discretion determine: (a) whether an Incident has been resolved; (b) whether a resolution is commercially feasible; (c) whether a support issue raised in an Incident constitutes a Software Bug or Feature Request; and (d) whether or not and when to close an Incident. ANTOR TRIBECA S.L. will not provide the Services for closed Incidents.
2.9 Support Data. In order to provide the Services to you, ANTOR TRIBECA S.L. may collect information from you including but not limited to: (a) IP addresses, usernames and passwords necessary to login to the FTP, ANTOR TRIBECA S.L. Software or other means deemed necessary by ANTOR TRIBECA S.L. Staff; (b) the usernames and passwords necessary to login into any account affected by the Incident, including email accounts, ANTOR TRIBECA S.L. Licensee accounts, administrative accounts and other accounts; (c) other information that you voluntarily supply or that ANTOR TRIBECA S.L. requests in order to resolve your Incident; and (d) ANTOR TRIBECA S.L. Anonymous Usage Data (((a) through (d) collectively, “Support Data”). ANTOR TRIBECA S.L. will use commercially reasonable efforts to preserve the security of the Support Data by using reasonable physical and electronic security measures (except to the extent ANTOR TRIBECA S.L. is required or permitted to disclose, access or use such information by Applicable Law), but ANTOR TRIBECA S.L. cannot guarantee the security of such data. To the extent that Applicable Law requires that you obtain any consents, permissions or licenses from third parties or to give any notices or disclaimers to third parties prior your disclosure of Support Data to ANTOR TRIBECA S.L., you agree to comply with such Applicable Laws prior your disclosure of Support Data to ANTOR TRIBECA S.L..
2.10 Exchange License. You agree that this the terms and conditions of this Agreement and the Support Pricing Agreement shall supersede any prior agreement and between you and ANTOR TRIBECA S.L. applicable to any support services provided by ANTOR TRIBECA S.L. to you with respect to the Software.
2.11 Conduct. You agree that any illegal, lewd, abusive, profane or otherwise disturbing submissions by You to ANTOR TRIBECA S.L. shall constitute a material breach of this Agreement giving rise to ANTOR TRIBECA S.L.’s termination rights in Section 5.2.
3. Intellectual Property Rights.
3.1 Ownership. ANTOR TRIBECA S.L. owns all right, title and interest, including all Intellectual Property Rights, in and to, (a) the Software; (b) the Trademarks; (c) the Services; and (d) any and all Submissions (collectively, “ANTOR TRIBECA S.L. IP Rights”).
3.2 No Implied License or Ownership. Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant you any right, title or interest, implied or otherwise, in or to the ANTOR TRIBECA S.L. IP Rights.
3.3 Submissions. With respect to any feedback, suggestions or ideas (“Submissions”) that you submit to ANTOR TRIBECA S.L. concerning the Software, Services, or any of ANTOR TRIBECA S.L.’s products or services, you agree that: (a) your Submissions will automatically become the property of ANTOR TRIBECA S.L., without any compensation to you; (b) ANTOR TRIBECA S.L. may use or redistribute the Submissions for any purpose and in any way; (c) ANTOR TRIBECA S.L. is not obligated to review any Submissions; and (d) ANTOR TRIBECA S.L. is not obligated to keep any Submissions confidential.
4 Priority Support Fees. As a condition of the provision of the Services by ANTOR TRIBECA S.L. under this Agreement, you shall pay ANTOR TRIBECA S.L. the amounts for Priority Support Fees You agreed to pay via the ANTOR TRIBECA S.L. Client Area in accordance with the payment terms contained therein. All Support Fees are subject to change at any time.
5 Term and Termination.
5.1 Term. This Agreement shall commence on the date of Your execution of this Agreement and shall automatically expire at the end of the Term.
5.2 Termination. ANTOR TRIBECA S.L. may terminate this Agreement (a) in the event of your breach of this Agreement upon 30 days notice to you if such breach remains uncured after the expiration of the 30 day notice period; or (b) immediately without notice in the event of Your material breach of this Agreement. You acknowledge and agree that any breach by You of the following provisions of the Agreement shall each constitute a material breach: (i) any conduct inconsistent with the ANTOR TRIBECA S.L. IP Rights as set forth in Section 3 (Intellectual Property Rights); (ii) any purported or attempted assignment, transfer, sale or other disposition or delegation of this Agreement or your rights and obligations with respect to this Agreement in violation of Section 9.8 (Assignment); (iii) any breach of Section 4 (Fees); and (iv) any breach of your representations and warranties under Section 6.1 (Mutual Representations). Additionally, a material breach by you of any agreement or contract between you and ANTOR TRIBECA S.L., including without limitation a breach of ANTOR TRIBECA S.L.’s Trademark Usage Policy, any applicable EULA or the Partner NOC Agreement shall be deemed a material breach of this Agreement and shall give rise to ANTOR TRIBECA S.L.’s right to terminate as set forth in this Section 5.2. The foregoing list of material breaches is a nonexclusive list.
5.3 Survival. Sections 1 (Definitions), 3 (Intellectual Property Rights), 4 (Support Fees), 5 (Term and Termination), 6.3 (Disclaimer), 7 (Limitation on Liability), 8 (Indemnification) and 9 (Miscellaneous) shall survive termination or expiration of this Agreement for any reason.
6 Warranties; Disclaimer.
6.1 Mutual Warranties. Each party hereto warrants to the other party that: (a) such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such party, and the performance by such party of its obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions; and (d) such party will comply with all Applicable Laws related to the Services and the performance of its obligations under this Agreement.
6.2 Limited Warranty. ANTOR TRIBECA S.L. will use commercially reasonable efforts to resolve any Incident for which you have purchased Telephone Support. If ANTOR TRIBECA S.L. determines, pursuant to Section 2.8 (Resolution of Incidents), that it is us unable to resolve the Incident in a commercially feasible manner, ANTOR TRIBECA S.L. will refund any Support Fees associated solely with the telephone support.
6.3 Disclaimer. EXCEPT AS SET FORTH IN THE LIMITED WARRANTY OF SECTION 6.2, THE SERVICES ARE PROVIDED “AS IS” AND ANTOR TRIBECA S.L. HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICES, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SERVICES AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ANTOR TRIBECA S.L. DOES NOT WARRANT THAT THE SERVICES ARE OR SHALL BE ERROR-FREE OR WILL BE PROVIDED WITHOUT INTERRUPTION. IF THE SERVICES ARE DEFECTIVE, YOU ASSUME THE SOLE RESPONSIBILITY FOR THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF ANTOR TRIBECA S.L. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES.
6.3.1 IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY OR THE MINIMUM ALLOWED DURATION UNDER SUCH APPLICABLE LAW.
6.3.2 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANTOR TRIBECA S.L., ITS AFFILIATES, LICENSEES, DEALERS, SUB-LICENSORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED IN SECTION 6.2.
6.3.3 SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
7.Limitation of Liability.
7.1 Lost Profits; Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTOR TRIBECA S.L. WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF ANTOR TRIBECA S.L. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 Total Cumulative Liability; Exclusive Remedy. EXCEPT FOR AMOUNTS OWED BY YOU TO ANTOR TRIBECA S.L. UNDER SECTION 4, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTOR TRIBECA S.L.’S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO THE SIX MONTH FEES COLLECTED BY ANTOR TRIBECA S.L. FOR THE INDIVIDUAL INCIDENT SUPPORT PURCHASED UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT FOR ANY BREACH OF THE LIMITED WARRANTY IN SECTION 6.2 YOUR SOLE AND EXCLUSIVE REMEDY AND ANTOR TRIBECA S.L.’S ENTIRE LIABILITY SHALL BE FOR ANTOR TRIBECA S.L. TO REFUND THE SUPPORT FEES PAID FOR THAT INCIDENT. THE REMEDIES IN THE FOREGOING SENTENCE ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES AND YOU MUST REPORT ANY NON-COMPLIANCE WITH THE LIMITED WARRANTY OF SECTION 6.2 IN WRITING TO ANTOR TRIBECA S.L. NO MORE THAN TEN (10) DAYS FOLLOWING CLOSURE OF THE TICKET.
8. Indemnification. You shall indemnify, defend and hold harmless ANTOR TRIBECA S.L. and its directors, officers, staff, employees and agents and their respective successors, heirs and assigns and ANTOR TRIBECA S.L. affiliates (and their its directors, officers, staff, employees and agents and their respective successors, heirs and assigns) (collectively, the “ANTOR TRIBECA S.L. Parties”) from and against any liability, damage, loss or expense (including reasonable lawyers’ fees and expenses of litigation) incurred by or imposed upon the ANTOR TRIBECA S.L. Parties or any one of them in connection with any claims, suits, actions, demands or judgments (“Claims”) related directly or indirectly to or arising out of (a) a breach of your representations, warranties or obligations under this Agreement; (b) in the event that you submit Incidents on behalf of Licensees, (i) a breach of a Licensees’ representations, warranties or obligations under any provisions in a Third Party User’s support agreement relating to ANTOR TRIBECA S.L., the Software or the Services; and (ii) any Claims based upon or arising from any allegation that a third-party Licensee was harmed due to any termination or suspension of the Services to such user by ANTOR TRIBECA S.L. pursuant to the terms and conditions of this Agreement; provided, however, that in any such case ANTOR TRIBECA S.L. or its affiliates, as applicable, (x) provide you with prompt notice of any such claim; (y) permit you to assume and control the defence of such action upon your written notice to ANTOR TRIBECA S.L. of your intention to indemnify; and (z) upon your written request, and at no expense to ANTOR TRIBECA S.L. or its affiliates, provide to you all available information and assistance reasonably necessary for you to defend such claim. You will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to the ANTOR TRIBECA S.L. Parties, without ANTOR TRIBECA S.L.’s prior written consent, which will not unreasonably be withheld. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable lawyers’ fees and costs awarded against or otherwise incurred by ANTOR TRIBECA S.L. or it affiliates in connection with or arising from any such claim.
9. Miscellaneous.
9.1 Force Majeure. No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other parties indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations.
9.2 Independent Contractors. It is the intention of the parties that ANTOR TRIBECA S.L. and you are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between ANTOR TRIBECA S.L. and you.
9.3 Choice of Law; Venue; Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes and claims) are governed by and construed in accordance with the laws of Ireland. The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes and claims).
9.4 Entire Agreement. This Agreement, together with any Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the parties, oral or written.
9.5 Basis of Bargain. Section 6.2 (Limited Warranty), Section 7 (Limitations on Liability; Exclusive Remedies) and Section 8 (Indemnification) are fundamental elements of the basis of the agreement between ANTOR TRIBECA S.L. and you and shall inure to the benefit of ANTOR TRIBECA S.L.. ANTOR TRIBECA S.L. would not be able to provide the Software on an economic basis without such limitations.
9.6 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
9.7 Amendment or Modification. This Agreement is subject to change without prior notice from ANTOR TRIBECA S.L.. You shall be deemed to have accepted any changes or modifications by your continuing use of the Software. Additionally, this Agreement may not be amended, modified, or supplemented by You in any manner, except by an instrument in writing signed and agreed to by ANTOR TRIBECA S.L..
9.8 Assignment. This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including without limitation by operation of law, other than as expressly set forth in this Section 9.8. This Agreement may be assigned, transferred, delegated, sold or otherwise disposed of in its entirety by ANTOR TRIBECA S.L. in its sole discretion. In addition, ANTOR TRIBECA S.L. may delegate its performance under this Agreement in whole or in part to one or more affiliates, provided that ANTOR TRIBECA S.L. will remain liable and responsible for any performance or obligation so delegated. A party’s permitted successors or assignees must agree as a condition precedent to any assignment, transfer or delegation to fully perform all applicable terms and conditions of this Agreement. No party may assign this Agreement to any entity that lacks sufficient assets and resources to continue to perform, to contractually required standards, all assigned obligations for the remainder of the Term. This Agreement will be binding upon and will inure to the benefit of a party’s permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section 9.8, including without limitation by operation of law, is null and void.
9.9 Waiver. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
9.10 Remedies Cumulative. Except as expressly set forth herein, no remedy conferred upon the parties by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.
9.11 No Third-Party Beneficiaries. This Agreement may be terminated or varied in any way and at any time by the Parties without the consent of any Beneficiary
9.12 Notices. All notices or questions relating to this Agreement shall be directed to: Carrer Sant Medir,, Sant Cugat del VAllés, Barcelona, Spain. Any notice required to be given under this Agreement shall be deemed given by ANTOR TRIBECA S.L. when sent to you by email, telephone, fax or mail to the contact information supplied by you to ANTOR TRIBECA S.L.. You may update such information from time to time upon written notice to ANTOR TRIBECA S.L. at the address in this Section 9.12. Any failure by you to provide ANTOR TRIBECA S.L. with updated contact information will not invalidate the effectiveness of any notice sent by ANTOR TRIBECA S.L. to the contact information previously supplied by you.
9.13 Export Controls. The parties agree to comply fully with all Applicable Laws, or of any foreign government to or from where a party is shipping to in connection with the import, export or re-export, directly or indirectly, of the Software mentioned in this Agreement.
9.14 Time-Limited Claims. Regardless of any Applicable Law to the contrary, you agree that any claim or cause of action arising out of or related to the Software or this Agreement, must be filed within one year after such claim or cause of action arose or be forever barred.
THIS AGREEMENT (the “Agreement”) is made between:
PARTIES
ANTOR TRIBECA S.L. Limited incorporated and registered in Ireland with company number 582531 (“ANTOR TRIBECA S.L.”).
The party entering into this Agreement, the details of which have been provided to ANTOR TRIBECA S.L. electronically as a necessary part of the process of accepting this Agreement (the “Affiliate”).
AGREED TERMS
1. INTERPRETATION
The definitions and rules of interpretation in this clause apply in this agreement.
Affiliate Web Link Pages: any web pages of the Affiliate Website that features a Tracked Hyperlink.
Affiliate Website: Any website owned or operated by the Affiliate.
Business Day: a day other than a Saturday, Sunday or public holiday in Ireland when banks in Ireland are open for business.
Commission Rate: in respect of each Transaction, the rate set out on the Website on the ‘FAQ ́s’ page, and in downloadable pdf link from the website.
Effective Date: the date on which this Agreement is accepted by the Affiliate.
Reference Code: a unique identifying code that is particular to the Affiliate, which ANTOR TRIBECA S.L. users may input at the time that they purchase .
Tracked Hyperlink: a hyperlink that enables, by way of cookies or otherwise, ANTOR TRIBECA S.L. to identify individual users that have accessed the www.inboundmanagerpro.com Website by way of that particular hyperlink.
Transaction: a purchase of any products or services offered for sale or susbcription onwww.inboundmanagerpro.com website by a ANTOR TRIBECA S.L. User who has clicked through directly to www.inboundmanagerpro.com website from the Affiliate Web Link Pages where that purchase is completed during a browser session
VAT: Value added tax chargeable under the Value Added Tax Consolidation Act 2010.
ANTOR TRIBECA S.L. User: a user who has clicked through to the www.inboundmanagerpro.com Website from the Affiliate Web Link Pages, or a user that has provided a Reference Code.
ANTOR TRIBECA S.L. Website: www.inboundmanagerpro.com website at any time and from time to time, at www.inboundmanagerpro.com and including all databases, software, domain names, infrastructure, products and services that ANTOR TRIBECA S.L. markets for use by individual users to shop for ANTOR TRIBECA S.L.’s products and services. ANTOR TRIBECA S.L. website includes all future versions and replacements of, and successors to, the site.
1.1. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.3. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.4. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.
1.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.6. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.7. A reference to writing or written includes faxes and e-mail.
1.8. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.9. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. ANTOR TRIBECA S.L.’S OBLIGATIONS
2.1. ANTOR TRIBECA S.L. may provide the Affiliate with:
(a) one or more cookies (or similar internet tracking software packages) to enable it to create Tracked Hyperlinks.
2.2. ANTOR TRIBECA S.L. shall be responsible for developing, operating and maintaining the www.inboundmanagerpro.com Website.
2.3. ANTOR TRIBECA S.L. shall provide to www.inboundmanagerpro.com users clicking through directly from the Affiliate Web Link Pages access to and use of www.inboundmanagerpro.com website in accordance with ANTOR TRIBECA S.L.’s standard terms of use and other terms and conditions, policies and procedures from time to time.
2.4. Within the affiliate area ANTOR TRIBECA S.L. will provide the Affiliate with a report in ANTOR TRIBECA S.L.’s standard form setting out:
(a) occasions when a www.inboundmanagerpro.com user has clicked directly through to www.inboundmanagerpro.com website from the Affiliate Web Link Pages;
(b) occasions when a www.inboundmanagerpro.com user has engaged in a Transaction
2.5. ANTOR TRIBECA S.L. may at any time or times without notice to Affiliate:
(a) change the name of www.inboundmanagerpro.com website;
(b) change ANTOR TRIBECA S.L. Trade Mark Guidelines; and
(c) target ANTOR TRIBECA S.L. websites at potential customers in such additional country or countries as it chooses.
2.6. This agreement is non-exclusive and does not prevent or restrict ANTOR TRIBECA S.L. from entering into similar or different agreements with third parties. ANTOR TRIBECA S.L. makes no representation that the terms of this agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.
3. AFFILIATE’S OBLIGATIONS
3.1. The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Website and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for:
(a) the proper functioning and maintenance of all Trackable Hyperlinks; and
(b) compliance with ANTOR TRIBECA S.L. Trade Mark Guidelines.
3.2. The Affiliate shall submit to ANTOR TRIBECA S.L. for prior approval any proposed use of any ANTOR TRIBECA S.L. trade mark, domain name, logo, and other elements of branding that the Affiliate may wish to make. ANTOR TRIBECA S.L. shall review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay approval.
3.3. The Affiliate shall provide ANTOR TRIBECA S.L. with:
(a) all co-operation in relation to this agreement; and
(b) all access to such information as may be required by ANTOR TRIBECA S.L., as is necessary for the proper performance of ANTOR TRIBECA S.L.’s obligations under this agreement.
3.4. The Affiliate acknowledges and agrees that it has no authority to legally bind ANTOR TRIBECA S.L. in relation to www.inboundmanagerpro.com users, other users or anyone else and that it has not been appointed and is not the agent of ANTOR TRIBECA S.L. for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about ANTOR TRIBECA S.L., ANTOR TRIBECA S.L. website or any of the products or services available to be bought on ANTOR TRIBECA S.L. Website, the www.inboundmanagerpro.com .
3.5. The Affiliate shall comply with all applicable laws and regulations with respect to its activities under this agreement and to its business.
4. CHARGES AND PAYMENT
4.1. ANTOR TRIBECA S.L. will pay the Affiliate at the Commission Rate in respect of the total value of each Transaction.
4.2. Commission is payable on a receipts, not accruals, basis so if ANTOR TRIBECA S.L. receives no revenue on any Transaction, no commission is payable.
4.3. Affiliate acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement.
4.4. All sums payable under this agreement are inclusive of any VAT (or similar analogous tax) which the Affiliate may be due to pay to its local tax collection authority. Such VAT payments on sums received under the terms of this Agreement shall be for the Affiliate’s account and the affiliate undertakes that it shall declare and pay all such sums in accordance with applicable local law and shall have sole responsibility for any failure by it to do so. Accordingly, the Affiliate undertakes that it shall not purport to invoice or seek any form of VAT payment or contribution from ANTOR TRIBECA S.L. in relation to this Agreement.
4.5. The report that ANTOR TRIBECA S.L. sends to the Affiliate under clause 2.4 shall include a statement of the amounts due from ANTOR TRIBECA S.L. to the Affiliate for Transactions in the month to which the report relates. Except in the case of manifest error, ANTOR TRIBECA S.L. shall pay the Affiliate the amount thereby shown to be due within 30 days after the date of the report. In fact, to respect the refund warranty 30 days period provided at sign in, the affiliate commission will be payed on a monthly basis for the ammount generated in the previuos month.
5. PROPRIETARY RIGHTS
The Affiliate acknowledges and agrees that ANTOR TRIBECA S.L. and its licensors own all intellectual property rights in www.inboundmanagerpro.com website and all ANTOR TRIBECA S.L.’s products and services. Except as expressly stated herein, this agreement does not grant the Affiliate any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences belonging to ANTOR TRIBECA S.L.. All such rights are reserved to ANTOR TRIBECA S.L..
6. CONFIDENTIALITY
6.1. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 15.2.
6.2. Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 6; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
6.4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
6.5. This clause 6 shall survive termination of this agreement, however arising.
7. IDEMNITY
The Affiliate shall indemnify ANTOR TRIBECA S.L. against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses suffered or incurred by ANTOR TRIBECA S.L. arising out of or in connection with the Affiliate’s website or the marketing or sale of products or services on that website.
8. LIMITATION OF LIABILITY
8.1. This clause 8 sets out the entire financial liability of ANTOR TRIBECA S.L. (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Affiliate:
(a) arising under or in connection with this agreement; and
(b) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this agreement.
8.2. Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
8.3. Nothing in this agreement excludes the liability of ANTOR TRIBECA S.L.:
(a) for death or personal injury caused by ANTOR TRIBECA S.L.’s negligence; or
(b) for fraud or fraudulent misrepresentation.
8.4. Subject to clause 8.3:
(a) ANTOR TRIBECA S.L. shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and
(b) ANTOR TRIBECA S.L.’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount paid under this agreement by ANTOR TRIBECA S.L. to the Affiliate during the 6 months preceding the date on which the claim arose.
9. DURATION AND TERMINATION
9.1. This agreement shall commence on the Effective Date and shall continue thereafter unless otherwise terminated as provided in this clause 9.
9.2. ANTOR TRIBECA S.L. may terminate this Agreement on notice at any time if it discontinues or withdraws, in whole or in part, its affiliate marketing programme. ANTOR TRIBECA S.L. will endeavour to give Affiliate as much notice of the same as reasonably practicable, but any such termination will be without liability to Affiliate.
9.3. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:
(a) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such a breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 570 of the Companies Act 2014
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(e) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);
(f) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
(g) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(h) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(i) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(j) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(k) there is a change of control of the other party within the meaning of the Companies Act 2014.
(l) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.3(b) to clause 9.3(k) (inclusive).
10. CONSEQUENCES OF TERMINATION
On termination of this agreement for any reason:
(a) all licences and benefits granted under this agreement shall immediately terminate (including any right for the Affiliate to use any branding or trademarks of ANTOR TRIBECA S.L.);
(b) each party shall return and make no further use of any equipment, property, materials and other items (and all copies of them) belonging to the other party; and
(c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
11. FORCE MAJEURE
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days’ written notice to the affected party.
12. WAIVER
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13. RIGHTS AND REMEDIES
The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
14. SEVERANCE
14.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
14.2. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15. ENTIRE AGREEMENT
15.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
15.3. Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement.
15.4. Nothing in this clause shall limit or exclude any liability for fraud.
16. ASSIGNMENT AND OTHER DEALINGS
16.1. The Affiliate shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement without the prior written consent of ANTOR TRIBECA S.L..
16.2. ANTOR TRIBECA S.L. may at any time assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this agreement.
17. NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
18. VARIATION
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19. NOTICES
20.1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by e-mail to the regular general communications e-mail address of the other party, or such e-mail address as the parties may agree between them (including by way of a course of dealing).
20. GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of Spain.
21. JURISDICTION
Each party irrevocably agrees that the courts of Spain shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). The English translation of the document has no binding, and only act as informational translation.- Only Spanish text has legal force.
