This Agreement (“Agreement” ) is between you (“the Customer”) and Asisteclick.com (“AsisteClick”) from the date you request a web assistance plan (the “Plan”) provided by AsisteClick. AsisteClick is a company engaged in the business of providing, among other things, web services support through virtual servers (“Shared Hosting”). AsisteClick may amend this Agreement at any time by posting the amendment on its website and the effective date of any of them shall be the date on which the revised Agreement is posted as well. The customer certifies that it has read and understood this Agreement and acknowledges the duty to check these conditions periodically. Without limiting the generality or effect of the foregoing, AsisteClick can add, delete or modify some or all of the Services at any time in its discretion. By accepting this Agreement, you (I) represent and warrant that you are at least 18 years of age and an authorized representative of the organization or entity that you intend to represent , and (ii) agree to provide the true, accurate, current and complete information about your personal data or required in the account registration process. This Agreement is considered accepted by the Customer at the time of subscribing to any of the services provided by AsisteClick.
1.1 Shared Hosting. In the terms and conditions of this Agreement and the Plan selected by the Customer, AsisteClick agrees to provide the Customer with: ( i ) space in ( “Virtual Server” ) server to host a web site support tool (“Web Service Tool”) , ( ii ) a license to use the Web Service Tool and other software (“Software”) managed by AsisteClick, and ( iii ) other services more specifically defined in each Client Plan (collectively, “Services”) . The Customer agrees hereby that AsisteClick is only responsible for providing the services defined in the plan selected by the Customer and by this Agreement, and is not responsible for providing any other service or tasks.
1.2 Availability of the Web Service Tool. The Web Service Tool will be generally accessible to others 24 hours a day, seven days a week, except for scheduled maintenance and required repairs or upgrades of equipment, unless any loss or interruption of connectivity services due to causes beyond the control of AsisteClick or not reasonably foreseeable by AsisteClick, including but not limited to, interruption or failure of telecommunication, digital transmission connecting the servers to the Internet.
PLEASE SEE SECTION 3.2 FOR 99.5 % UPTIME GUARANTEE.
2. TERMS AND RENEWAL
This Agreement shall take effect from the date the Customer subscribes to the Plan by electronic request and will be continued for the period of time specified in the Plan (“Initial Term”), unless early termination occurs as provided in Section 7. This Agreement will renew automatically for period equal to the initial (each one a “Renewal Term”) unless either party revealed at least thirty (10) days before the end of the Initial Term or Renewal Term, as applicable, chooses not to renew the Agreement. For safety and overall protection of all customers, AsisteClick requires that all notices of non- renewal of the Agreement are made by sending an email to [email protected] specifying the name of the Web Site to which it provides service or the customer’s account name assigned by AsisteClick, the reason of unsubscription to the Plan and/or Service and the client firm with telephone contact details.
3. LIMITED WARRANTIES
3.1 7-day money-back warranty. AsisteClick extends an unconditional money-back warranty during the first seven (7) calendar days from the date of service (“7-day warranty”) . This warranty shall take effect from the time of full installation of the Client Plan (“Subscription Day”). In order to claim 7-day warranty, the Customer must notify AsisteClick emailing to [email protected] the name of the Web Site to which the service is provided, the reason for cancellation and the authorized signature with telephone contact details. From date of receipt, all services will be terminated and any amount paid so far by the Customer’s credit card will be refunded. This warranty applies only to the Initial Term of the first service adquired by the Client and does not apply to any Renewal Term or Initial Term of additional services.
3.2 99.5 % Uptime Guarantee. Subject to the limitations contained in this contract, AsisteClick hereby guarantess that the Web Service Tool will have a monthly average uptime in no case less than 99.5%. The month begins on the first day of each month and continues until the last day of that month. In the event of any loss or interruption of service below the 99.5% uptime guarantee not caused due to (I) scheduled maintenance and/or repairs needed, (II) causes beyond the control of AsisteClick or (III ) causes not reasonably foreseeable by AsisteClick, including, but not limited to, interruption or failure of telecommunication or digital transmission that connects servers to the Internet and/or loss of latency or performance failures in the Internet, the Customer will receive a bonus equal to one month of service plan, thus exhausting all responsibility for the interruption or failure of service under this warranty clause. The uptime percentage of 99.5 % will be determined by systems that AsisteClick have set for this purpose. The bonus will compute as additional service time (one month of free service) after the termination of the contract either by the Client or AsisteClick.
4. CHARGES AND PAYMENTS
4.1 Charges. The customer must prepay all charges for all the services received at the prices, terms and conditions of this Agreement and the Plan that he/she adheres to. AsisteClick is empowered to modify plans and features, as well as the fees that are charged to the Customer, and must notify these changes with at least ten (10) days of the date from which these will be effective for the customer.
4.2 Payments and late charges. Charges for services shall be governed as to their amount and frequency according to the rules established for the Plan subscribed by the client, beginning at the date of subscription. This Agreement applies to both, the Initial Term and for the Renewal Term, and the Customer agrees to pay the charges in full under the Plan that he/she selected. The Customer pays a surcharge of 3% per month or the maximum permitted by applicable law, on any unpaid amount for each each month. The customer is responsible for all costs, damages and expenses caused by the arrears, including, but not limited to, reasonable attorneys’ fees and costs of the procedure. All matters relating to the administration, accounting or billing should be directed via email to [email protected] or phone at (54) 11 4372-5013 from Monday to Friday from 10 to 18 hours.
4.3 Credit Cards. The customer may also make payment through the following credit cards: MasterCard , Visa and American Express in American Dollars currency. The corresponding charges will be debited from credit card number specified by the Customers at (I) the Inicial Term and (II) with every Renewal Term. Payment by credit card implies permission to debit all future positions and repeat if necessary. If the Customer’s credit card is declined for any reason, a message is sent to the Customer via email to notify the situation and to take the necessary actions to cancel the balance. If payment is not received by the specified date, AsisteClick make a final attempt to charge the credit card. Finally, if the payment is not insured or received, AsisteClick will send to the Customer a notice of suspension of service via email granting fifteen (15) days to fulfill payment. After a volunteer rejection or stop-debit notification, AsisteClick may suspend all the Services until all outstanding charges are cancelled.
4.4 Conflict of Rates . The customer must notify AsisteClick by writing of any conflict or dispute as to the charges debited from your card within seven (7) days from receipt of the invoice detailing those charges. If in that time period, the Customer does not make any claims to AsisteClick, it is understood to have waived any right to challenge or get the refund of such payments.
4.5 Suspension of Services. Failure by the Customer to pay part or all of any payments or outstanding debt shall constitute a material violation of this agreement justifying AsisteClick’s sole discretion to the immediate suspension of the service. This suspension does not imply in any case the release of the obligation of the Customer to cancel all charges and balances due to AsisteClick under this Agreement. To lift the suspension of the Service the Customer shall pay to AsisteClick a U$S 15 fee of reactivation, in addition to fully complete all outstanding balances. Reactivation of services will only be performed during the hours of commercial attention AsisteClick (Monday to Friday from 10:00 to 18:00 hours).
4.6 Taxes. All charges detailed in this Agreement do not include taxes and/or national, state, local and/or foreign obligations upon sales, use, utilities, gross income of valued added tax (VAT) and other similar tax rate charges, which the customer agrees to pay.
7.7 Chargebacks. AsisteClick does not chargeback money from any service (either in Initial Term or Renewal Term) after the 7-day money-back warrantey.
5. CUSTOMER OBLIGATIONS
5.1 Representations and Warranties. The Customer guarantees that it has the power and authority to regularly meet its obligations emanating from here and that this Agreement constitutes a valid and binding commitment enforceable against the Customer in accordance with its terms.
5.2 Permitted Use of the Web Service Tool. The customer agrees to comply with all laws and regulations. The Customer agrees not to use the Services for activities that: ( I) constitute or encourage a violation of any applicable law or regulation, including but not limited to, the sale of illegal materials or in violation of export/import controls or against morality or public health, (II ) defame or invade the privacy of any third party either natural or legal person, (III ) seriously infringe the rights of any third party, including but not limited to intellectual property, business, contractual or fiduciary, (IV) modify any proprietary rights ( Copyright ) of news, announcements or documents written by AsisteClick without obtaining their prior written consent. It is strictly prohibited to use e-mail with the name of a fictitious AsisteClick account for any of its registered domains. AsisteClick reserves the right to determine the activity that constitutes abuse of this policy, being this cause to suspend the service immediately without notice.
6. LICENSES AND PROPERTY RIGHTS
6.1 Software Licensing. Throughout the term of this agreement , AsisteClick grants the Customer a nontransferable, nonexclusive license to use the software installed on the server selected for AsisteClick only to the purposes of using the Web Service Tool. When the Software belongs to a third party, AsisteClick only guarantees these rights in terms of the applicable agreement with that third party.
6.2 License Restrictions. The customer agrees, directly or indirectly (and allows others) not to:
6.2.1 Copy the Software or any part thereof.
6.2.2 Decoding , decode or modify any source code of the Software.
6.2.3 Sell, lease, transfer, give possession of, or sublicense the software or documentation to third parties.
6.2.4 Develop any software derived from or based in whole or in part on the licensed software.
6.3 Property Rights. The customer shall have no right, title or interest in the shared server, its software, hardware , documentation, patents, trademarks, trade secrets or other proprietary right, except for the limited license provided in Section 6.1.
7. TERMINATION OF CONTRACT
7.1 Termination for Default or Insolvency. Subject to Section 7.3, this Agreement may be terminated by written request of either party if ( i) a party breaches any obligation of this Agreement and such a breach is not cured within thirty (30) days of receipt of notification or (II ) if the other party goes into voluntary or involuntary insolvency, reorganization or liquidation, bankruptcy, insolvency or admits in writing its inability to pay debts owed. Nevertheless, AsisteClick may terminate this contract at any time upon written notice to the Customer if the Customer fails to make any payment within fifteen (15) days after it was due.
7.2 Termination for Customer Default – Sections 5.1, 5.2. Notwithstanding Section 7.1, AsisteClick may terminate this Agreement and immediately remove the Customer account if it is determined to AsisteClick’s sole discretion that the Customer has violated the obligations contained in Sections 5.1 or 5.2 of this Agreement. Any termination under this Section 7.2 shall take effect immediately and the Customer expressly agrees that it: ( i ) will have no opportunity to correct and ( ii ) does not hold any right to reinstatement under any circumstances on the fees paid to AsisteClick. The Client does not have any right whatsoever on the data generated by the system during the Initial Term or during any Renewal Term and AsisteClick can delete all data stored in its servers once the service is terminated.
7.3 Rights and Remedies on Termination. In the event that either party terminates the contract in accordance with the provisions of Sections 7.1 or 7.2, AsisteClick will hold the right to receive payments immediately in respect of all the services provided up to the termination date. Furthermore, it is accepted that if the Customer is the party that breaches the contract, AsisteClick suffers damages that would be difficult to determine. Accordingly, the Customer agrees to pay all amounts due to AsisteClick for damages since the start of recruitment in damages and liquidated damages (not as a penalty). These liquidated damages dot not imply waiver of other rights and remedies available under applicable law, equity and general principles of law which may be granted by a court of competent jurisdiction.
8. LIMITATION OF WARRANTIES AND INDEMNITY
8.1 Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 4 OF THIS AGREEMENT, ALL SERVICES ARE PROVIDED AS IS HEREAFTER IN REALITY. ASISTECLICK CAN NOT, AND HEREBY DISCLAIMS, ANY PROMISE TO PROVIDE AND / OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF INCOME OR PROFIT OF MERCHANTABILITY AND / OR ANY OTHER WARRANTY ARISING UP A TRADE. ASISTECLICK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR FULLY FREE OF ANY ERRORS OR RISK.
8.2 Limitation of Liability. ASISTECLICK SHALL BE IN NO EVENT LIABLE TO THE CUSTOMER, CLIENT USERS AND / OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS OF PROFITS OR RELATED TO THIS AGREEMENT OR ANY OTHER SERVICES PROVIDED EVEN WHEN ASISTECLICK HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. ASISTECLICK’S LIABILITY, IF ANY, TO THE CUSTOMER OR ANY THIRD PARTY, SHALL IN NO EVENT EXCEED THE TOTAL INCOME EARNINGS PER ASISTECLICK UNDER THIS AGREEMENT IN THE PAST TWELVE MONTHS. THE PARTIES ACKNOWLEDGE THAT ASISTECLICK ESTABLISHED THEIR PRICES AND IS BOUND BY THIS AGREEMENT ACCORDING TO THE LIMITATIONS OF LIABILITY AND WARRANTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SHALL APPLY EVEN WHEN NOT IN AGREEMENT TO ITS ESSENTIAL PURPOSE .
ASISTECLICK SHALL IN NO EVENT BE LIABLE FOR FAILURE OR DELAY IN COMPLIANCE WITH ITS OBLIGATIONS ARISING OUT OF THIS AGREEMENT IF SUCH FAILURE OR DELAY IS DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL , INCLUDING, BUT NOT LIMITED TO, THE ACTS OF ANY GOVERNMENT BODY, WAR, INSURRECTION, SABOTAGE, EMBARGO, FIRE, FLOOD, STRIKE OR OTHER LABOR DISTURBANCE, DELAY OR INTERRUPTION IN THE TRANSPORTATION, OR DELAY IN TELECOMMUNICATIONS OR SERVICES PROVIDED BY THIRD PARTIES, SOFTWARE FAILURE OF THIRD PARTIES, INCAPACITY TO OBTAIN MATERIALS, SUPPLIES OR SERVICE EQUIPMENT NECESSARY TO PROVIDE SERVICES.
8.3 Indemnification. The customer shall indemnify AsisteClick, and its officers, directors, employees, agents and affiliates (each “Indemnified Party”) against all costs, liabilities, losses and expenses, including, but not limited to, attorneys fees resulting from any claim, action, arbitration or proceeding brought by a third party against any of the parties indemizables regarding: ( i ) violation or breach of any of its representations, warranties, covenants or obligations, ( ii ) infringement or misappropriation of any intellectual property, including but not limited to rights of privacy, patents, copyright, trade secret, trademark and / or licenses, ( iii ) any injury caused by negligence or willful misconduct of the Customer, or ( iv ) use of services, including the use of the Services without the consent of the Customer.
9.2 Independent Contractors. AsisteClick and the Customer are independent contractors and this Agreement will not establish any relationship of partnership, franchise, employment, or agency relationship existing between AsisteClick and the Customer. Neither AsisteClick nor the Customer shall have the power to bind the other or incur obligations on behalf of the other party without the prior written consent.
9.3 Benefits for the parties. Except the last paragraph of this section, all terms of this Agreement will be linked exclusively to the benefit of the parties and their respective successors, the Customer may not assign or transfer your rights or obligations under this Agreement without obtaining the prior written consent of AsisteClick. AsisteClick may, in its sole discretion, assign its obligations under this Agreement in the event of a merger, sale of all or substantially all of the resources AsisteClick or sale of a majority stake in the company.
9.4 Rent. This Agreement constitutes a contract of service and do not configure or constitute a lease of any real or personal property. The Customer acknowledges and agrees that it ( i ) has been granted a license to use the Services and equipment provided by AsisteClick under this contract , ( ii ) has not been granted any right of ownership of any equipment, and ( iii ) has no right of tenant or property right on the teams.
9.5 No Third Party Beneficiary. This Agreement was established solely for the benefit of each of the parties and their respective successors, and is not intended to confer third party beneficiary rights.
9.6 Attorney Fees. If any litigation, mediation or arbitration between the parties relating to any breach of this Agreement, the prevailing party in any such action will be right holder to reimbursement of all costs and expenses incurred in relation to such litigation or arbitration, including without limitation, attorneys fees.
9.7 Alterations. Alteration , modification, or change of this Agreement shall be valid since the date of publishing at http://www.asisteclick.com/en/terms-conditions/.
9.8 Jurisdiction and Applicable Law. All questions or disputes arising from this request shall be submitted to the jurisdiction of the competent courts of the Federal Capital, Argentina. This Agreement shall be governed by the laws of Argentina.
9.9 Addresses. Which is valid for all notifications : AsisteClick is domiciled in Avenida Corrientes 1749 2 6, Capital Federal. Meanwhile , the the customer is in the address specified in the service request. Any such modification shall be notified in homes reliably to the other party.
9.10 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, this shall not limit or affect in any way the validity, legality and enforceability of the other provisions hereof.
9.11 Entire Agreement . This Agreement, together with the rules for the Client Plan, constitute the entire agreement between the parties with respect to the transactions contemplated including and excluding all previous negotiations, commitments and / or writings.
Last time edited: Sep. 9th, 2014
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