Terms and Conditions
This Agreement is between Ultimateweb: “Client Channel” - and You: “Customer” the
user, as an authorised user of Client Channel, and governs the terms and conditions
of your use of Client Channel ("Client Channel" or "the Service"). This Agreement,
together with any operating rules, policies, price schedules, or other supplemental
documents expressly incorporated herein by reference and published from time to
time by Client Channel (collectively, the "Agreement"), constitutes the entire agreement
between Client Channel and you regarding Client Channel, and supersedes all prior
agreements between the parties regarding the subject matter of this Agreement. Notwithstanding
the foregoing, your use of any software provided by Client Channel related to the
Services shall be pursuant to a separate agreement governing Customers' use of such
software. For purposes of this Agreement, "Client Channel" or "Services" are defined
as any and all services provided by Client Channel to you either now or in the future.
By using Client Channel, you confirm your acceptance of, and agree to be bound by,
this Agreement.
Description of Service
Client Channel is in the business of providing Internet-based data storage and transfer
resources. It is our goal to provide you with the best access possible to data storage
and transfer resources available through the Internet. Our business depends upon
it and Client Channel is strongly motivated to achieve success. We want you to have
the best possible experience in dealing with Client Channel and using Client Channel's
services. Client Channel offers Services at its website, www.clientchannel.com.
Non-Transferable Membership
Client Channel grants you a personal, non-exclusive, non-transferable license to
use the products and software contained in or made available through the Service
(the "Content") solely for your own internal purposes. All rights not expressly
granted by Client Channel to you are retained.
Restrictions
You are permitted to store, manipulate, analyze, reformat, print, and display the
Content only for your personal use. Unauthorised use of the Service, or the resale
of the Services without Client Channel's prior written consent, is expressly prohibited.
You shall not copy, license, sell, transfer, transmit, make available, distribute,
publish, or assign this license or the Content in any format to any third party.
Third Party Interaction
In your use of the Service, you may enter into correspondence with, purchase goods
and/or services, or participate in promotions of advertisers or sponsors showing
their goods and/or services through the Service. Any such activity, and any terms,
conditions, warranties or representations associated with such activity, is solely
between you and the applicable third-party. Client Channel shall have no liability,
obligation or responsibility for any such correspondence, purchase or promotion
between you and any such third-party.
Links to Third Party Sites
Client Channel does not endorse any sites on the Internet that are linked through
the Service. Client Channel is providing these links to you only as a matter of
convenience, and in no event shall Client Channel be responsible for any content,
products, or other materials on or available from such sites.
User Accounts
A user account is required to access the Service and may be accessed and used only
by those authorised individuals who are registered with Client Channel. To open
a user account, you or your company must complete the registration process by providing
Client Channel with current, complete and accurate information as prompted by the
registration form. In registering for the Service, you agree to submit accurate,
current and complete information about you and promptly update such information.
Should Client Channel suspect that such information is untrue, inaccurate, not current
or incomplete, Client Channel has the right to suspend or terminate your usage of
the Service. You will choose a personal, non-transferable password. User accounts
cannot be "shared" or used by more than one individual.
User Responsibilities
You are also solely responsible for any and all activities that occur under your
account and ensuring that you exit or log-off from your account at the end of each
session of use. You shall notify Client Channel immediately of any unauthorised
use of your password or account or any other breach of security that is known or
suspected by you. You shall also use your best efforts to stop immediately any copying
or distribution of Content that is known or suspected by you. Client Channel shall
not be responsible for any unauthorised access to, or alteration of, your transmissions
or data, any material, information or data sent or received, regardless of whether
the data is actually received by Client Channel, or any transactions entered into
through the Service or failure to abide by this Agreement.
Account Information and Data
Client Channel does not own any data, information or material that you submit to
the Service or store in your account ("Data"). Client Channel will not monitor,
edit, or disclose any information regarding you or your account, including any Data,
without your prior permission except in accordance with this Agreement. Client Channel
may access your account, including its Data, to respond to service or technical
problems or as stated in this Agreement. You, not Client Channel, shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness
and copyright of all Data and Client Channel shall not be responsible or liable
for the deletion, correction, destruction, damage, loss or failure to store any
Data.
Payment of Fees
Client Channel offers its Service, as described on the Client Channel website (www.clientchannel.com)
and as published within the Service, for monthly fees (the "Fees") which you will
pay to Client Channel by authorised credit card or by invoice. The Fees applicable
for the Service are available at www.clientchannel.com and as published within the
Service. Client Channel reserves the right to change the Fees or applicable charges
and to institute new charges at any time, upon thirty (30) days prior notice to
you (which may be sent by e-mail). Your authorised credit card will automatically
be charged Fees on the 1st of the month. Thereafter, the Fees will automatically
be charged to your authorised credit card, in advance, on or about the 1st of the
month. In the event you cancel the Service, Client Channel will not refund any Fees
already paid by you. Your Client Channel account will be considered delinquent if
your credit card company refuses for any reason to pay the amount billed to it and
that amount remains unpaid at the beginning of the next accounting cycle. The Service
may be suspended, archived or purged from system if account is delinquent for more
than 30 days. Client Channel may impose a charge to restore archived data from delinquent
accounts. If you believe Client Channel has billed you incorrectly, you must contact
Client Channel no later than 60 days after the closing date on the first billing
statement in which the error or problem appeared, in order to receive an adjustment
or credit. Inquiries should be directed to Client Channel's Customer Support department
(support@clientchannel.com). Client Channel may choose to bill through an invoice,
in which case, full payment for invoices issued in any given month must be received
by Client Channel thirty (30) days after the mailing date of the invoice, or the
Service may be terminated. Unpaid invoices are subject to interest of 1% per month
on any outstanding balance, or the maximum permitted by law, plus all expenses of
collection. Please remember that Client Channel bills you immediately for the extra
features you order. You will initially be charged a pro-rated charge for the upgrade
based on the number of days left until your regular billing date. Subsequently,
you will be billed for all subscription charges on the normal billing date for your
account. If you choose to cancel the extra features after your card has been billed
for the month, you will not be reimbursed for the days you did not use the features.
Trial Offer
The Free Trial offer associated with Client Channel entitles subscribers to a one-time
free trial usage of the service. Free Trial terms vary by promotional offer. At
the end of the trial period You will not be automatically subscribed and will not
incur any charges. In order to continue the service You will register invoice /
credit card details. The monthly costs incurred to You will be dependant on the
package you choose of which details can be found at www.clientchannel.com.
User Conduct
You agree to abide by all applicable local, state, national and foreign laws, treatises
and regulations in connection with the Service. In addition, without limitation,
you agree not to use the Service to: (a) use information from the Service in connection
with sending unsolicited or unauthorised advertising, promotional materials, junk
mail, spam, chain letters, pyramid schemes, or any other form of duplicative or
unsolicited messages, whether commercial or otherwise; (b) harvest, collect, gather
or assemble information or data regarding other users, including e-mail addresses,
without their consent; (c) transmit through or post on the Service unlawful, harassing,
libelous, abusive, harassing, tortuous, defamatory, threatening, harmful, abusive,
libelous, invasive of another's privacy, vulgar, obscene or otherwise objectionable
material of any kind or nature or which is harmful to minors in any way; (d) transmit
any material that may infringe the intellectual property rights or other rights
of third parties, including trademark, copyright or right of publicity; (e) transmit
any material that contains software viruses or other harmful or deleterious computer
code, files or programs such as trojan horses, worms, time bombs, cancelbots; (f)
interfere with or disrupt servers or networks connected to the Service or violate
the regulations, policies or procedures of such networks; (g) attempt to gain unauthorised
access to the Service, other accounts, computer systems or networks connected to
the Service, through password mining or any other means; or (h) harass or interfere
with another user's use and enjoyment of the Service. Client Channel has no obligation
to monitor the Service and/or Content or any user's use thereof or retain the content
of any user session. However, Client Channel reserves the right at all times to
monitor, review, retain and/or disclose any information as necessary to satisfy
any applicable law, regulation, legal process or governmental request.
Termination
Client Channel, in its sole discretion, may terminate your password, account or
use of the Service and remove and discard any Data within the Service if you fail
to comply with this Agreement. You may terminate your user account upon notice to
Client Channel at any time; however, you will not receive a refund of any portion
of your fees paid to Client Channel. Upon termination by Client Channel or at your
direction, you may request a file of your Data, which Client Channel will make available
for a fee. You must make such request at the notification of termination to receive
such files within (30) days of termination. Upon termination of an account, your
right to use such account and the Service immediately ceases. Client Channel shall
have no obligation to maintain any Data stored in your account or to forward any
Data to you or any third party.
Proprietary Rights
Except for the licenses granted herein, you have no right, title or interest in
or to the Service or any Content. You agree that Client Channel or its licensors
retain all proprietary right, title and interest, including copyright and all other
intellectual property rights, in and to the Service and Content, including, without
limitation, text, images, and other multimedia data. Client Channel and/or other
Client Channel products and services referenced herein are either trademarks or
registered trademarks of Client Channel.
Indemnification
You shall indemnify and hold Client Channel and its parents, subsidiaries, affiliates,
officers, directors, employees, solicitors, and agents, harmless from and against
any and all claims, costs, damages, losses, liabilities, and expenses (including
solicitors' fees and costs) arising out of or in connection with your use of the
Service (including the Content) or breach of this Agreement.
Disclaimer of Warranties
CLIENT CHANNEL MAKES NO REPRESENTATION, WARRANTY, OR GUARENTEE AS TO THE RELIABILITY,
TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS
OF THE SERVICE OR ANY CONTENT. CLIENT CHANNEL DOES NOT REPRESENT OR WARRANT THAT:
(I) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE
IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE
WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (III) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE
SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (IV) ERRORS OR DEFECTS WILL
BE CORRECTED, (V) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE
FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED
TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT
OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY CLIENT CHANNEL.
Limitation of Liability
IN NO EVENT SHALL CLIENT CHANNEL'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY
PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING
RISE TO SUCH CLAIM. IN NO EVENT SHALL CLIENT CHANNEL BE LIABLE TO ANYONE FOR ANY
INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES
OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC
ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING
BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT
OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF CLIENT CHANNEL HAS BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties
or limitation of liability for incidental or consequential damages, so the exclusions
set forth above may not apply to you.
Local Laws and Export Control
Client Channel controls and operates this Service from its location in the United
Kingdom (England) and is subject to the United Kingdom Export Administration Laws
and Regulations. Client Channel makes no representation that the Service is appropriate
or available for use in other locations. If you use the Service from outside the
United Kingdom, you are solely responsible for compliance with all applicable laws,
including without limitation export and import regulations of other countries. Any
diversion of the Content contrary to United Kindgom law is prohibited. None of the
Content, nor any information acquired through the use of the Service, is or will
be acquired for, shipped, transferred, or re-exported, directly or indirectly, to
proscribed or embargoed countries or their nationals, nor is or will be used for
nuclear activities, chemical biological weapons, or missile projects, unless specifically
authorised by the United Kingdom Government for such purposes. You shall comply
strictly with all United Kingdom export laws and assume sole responsibility for
obtaining licenses to export or re-export as may be required.
Modification to Terms
Client Channel reserves the right to change the terms and conditions of this Agreement
or its policies relating to the Service at any time and shall notify you by posting
an updated version of this Agreement on the Service and/or by sending you an email
message. You are responsible for regularly reviewing this Agreement. Continued use
of the Service after any such changes shall constitute your consent to such changes.
General
This Agreement will be governed by United Kingdom (English) law, without regard
to the choice or conflicts of law provisions of any jurisdiction. You shall bring
all disputes, actions, claims, or causes of action related to this Agreement or
in connection with the Service only in the courts located in Leicester, England.
No text or information set forth on any other purchase order, preprinted form or
document shall add to or vary the terms and conditions of this Agreement. If any
provision of this Agreement is held by a court of competent jurisdiction to be invalid
or unenforceable, then such provision(s) shall be construed, as nearly as possible,
to reflect the intentions of the invalid or unenforceable provision(s), with all
other provisions remaining in full force and effect. No joint venture, partnership,
employment, or agency relationship exists between you and Client Channel as a result
of this agreement or use of the Service. The failure of Client Channel to enforce
any right or provision in this Agreement shall not constitute a waiver of such right
or provision unless acknowledged and agreed to by Client Channel in writing. Client
Channel has the right to assign any or all of its rights and obligations under this
Agreement at any time. This Agreement comprises the entire agreement between you
and Client Channel and supersedes all prior or contemporaneous negotiations, discussions
or agreements, whether written or oral, between the parties regarding the subject
matter contained herein.
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