Terms and Conditions

ABOUT THIS AGREEMENT

1.1 About

This agreement governs Customer free testing, usage and subscription of DealsDistributed.com services. "services" means the web-based application service provided at DealsDistributed.com, including associated online and offline components.

1.2 Contracting Parties

This agreement is effective between you, herein referred to as the ("Customer") and Dealium Limited, c⁄o Ardagh Consultants, Main Street, Tullyallen, Co. Louth, Ireland. Company number 483471, herein referred to as the ("Service Provider")

1.3. Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

1.4 Acceptance

This agreement and its terms and conditions will be accepted by the Customer by signing this agreement and the Order form referencing this agreement.

1.5 Version

This agreement is effective from the date of the Customer's last acceptance in its actual version.

1.6 Update

It was last updated on June 15th, 2014.

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FREE TESTING

2.1 Provision of Services

The Service Provider will make one or more services available to the Customer free of charge for a limited time period for testing purposes.

2.2 Testing Period

The testing period ends either (i) automatically by the expiration of a specified number of testing days from the day of the Customer acceptance of this Agreement or (ii) by the start date of a subscription service bought by Customer.

2.3 Termination

The testing service can be terminated anytime by both parties. There is no legal entitlement for free testing.

2.4 Testing Data

Data entered as well as configurations and customizations made by Customer during the testing period, can be maintained by buying a subscription service before the end of the testing period. If Customer decide not to buy a subscription service, all testing data will not be accessible anymore after termination.

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SUBSCRIPTION SERVICES

3.1. Provision of Services.

All services are made available to Customer on an "as-is" basis. Service functionality and scope might be subject of continuous change. Future service functionality and scope cannot be guaranteed by any means.

3.2. Subscriptions.

Services are bought as subscriptions and may only be accessed by authorised, users, uniquely identified with a username and password. “Subscriptions” are to gain access to the Service Provider's Affiliate Network aggregation and reporting Service, through the DealsDistributed.com API. Subscriptions cannot be shared or used by anyone other than the Customer, however, the use of data contained within the API is allowed on as many website domains or applications as is required, providing the Customer is the owner of those domains and applications and the Customer discloses the domain and application names.

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USE OF THE SERVICES

4.1 Service Provider Responsibilities.

The Service Provider is responsible to (i) use commercially reasonable efforts to make the subscription services available, except for: planned downtime or any unavailability caused by circumstances beyond reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays, and (ii) provide the bought services only in accordance with applicable laws and government regulations. (iii) reserve the right to remove merchants or networks from the service for whatever reasons which may arise. the Service Provider will NOT (i) be held responsible for any loss of business for whatever reasons which may arise from the use or downtime of the services

4.2. Customer Responsibilities.

Customer are solely responsible (i) for compliance with this Agreement, (ii) to use commercially reasonable efforts to prevent unauthorised access to or use of the services, and notify the Service Provider promptly of any such unauthorised access or use, and (iii) use the services only in accordance with applicable laws and government regulations. The Customer agrees NOT to (i) make the services available to anyone other than authorised Users, (ii) sell, share, resell, rent or lease the services or data provided through the DealsDistributed.com API, (ii) interfere with or disrupt the integrity or performance of the services or third-party data contained therein, or (iii) attempt to gain unauthorized access to the services or their related systems or networks.

4.4 Usage Limitations.

Depending on the subscription plan, the services may be subject to other limitations, for example, number of server requests, number of support requests or others. Any such limitations are specified in the Order Form. The Service Provider may change the usage limitations at anytime if required to keep the service usable.

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FEES AND PAYMENT FOR SUBSCRIPTION SERVICES

5.1. Subscription Fees.

Unless otherwise specified, subscription fees (i) are payable in quoted currency (ii) are based on services bought and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable. The prices, features, and options of the Service available to a Customer depend on the Subscription Plan selected by Customer when ordering. “Subscription Plan” means the right to access and use the Service for a specified period in exchange for a periodic fee, subject to the Subscription Plan restrictions and requirements that are used to describe the selected Subscription Plan on the website. The applicable fees for each Subscription Plan are set forth on the website.

5.2. Invoicing and Payment.

Customer will provide the Service Provider with invoicing information. Customer is responsible for maintaining complete and accurate invoicing and contact information.

5.3 Payment Terms

Unless otherwise specified, payment is to be made in advance for the next subscription period. When you register to start a subscription, you will be required to provide DealsDistributed.com with accurate, complete, and current credit card information for a valid credit card that you are authorised to use. By clicking the ‘Start subscription’ button as part of the ordering process, you authorise DealsDistributed.com or its agent to bill your credit card the applicable Subscription Fees, any and all applicable taxes, and any other charges you may incur in connection with your use of the Subscription Service, all of which will be charged to your credit card. Invoiced charges are due net from the invoice date.

5.4 Overdue Charges.

If any charges are not received from the Customer within 14 days from the due date, the Customer is responsible to pay all of the Service Providers reasonable costs incurred to collect any fees or charges due.

5.5. Suspension of Service.

If any amount owing by Customer under this or any other agreement for the Service Provider's services is 30 or more days overdue, the Service Provider may, without limiting their other rights and remedies, suspend their services to the Customer until such amounts are paid in full.

5.6. Taxes.

If the Service Provider has the legal obligation to charge taxes, the appropriate amount shall be invoiced to and paid by Customer, unless the Customer provides the Service Provider with a valid tax exemption certificate authorised by the appropriate taxing authority.

5.7 Benefits

You may receive or be eligible for certain pricing structures, discounts, features, promotions, and other benefits (collectively, "Benefits"). Such Benefits may be modified or terminated without notice.

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PROPRIETARY RIGHTS

6.1. Reservation of Rights.

Subject to the limited rights expressly granted hereunder, the Service Provider reserves all rights, title and interest in and to the services, including all related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.

6.2. Restrictions.

The Customer shall not (i) permit any third party to access the services except as permitted herein or in an Order Form, (ii) create derivative works based on the services, (iii) copy, frame or mirror any part of the services, other than copying or framing on the Customer's own intranets or otherwise for Customer's own internal business purposes, (iv) reverse engineer the services, or (v) access the services in order to build a competitive product or service, or copy any features, functions or graphics of the services.

6.3. Ownership of Customer Data.

As between the Service Provider and the Customer, the Customer exclusively owns all rights, title and interest in and to all of Customer Data.

6.4. Customer Feedback.

The Service Provider shall have a royalty-free, worldwide, transferable, sub licensable, irrevocable, perpetual license to use or incorporate into the services any feedback, suggestions, enhancement requests or recommendations provided by the Customer.

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CONFIDENTIALITY

7.1. Definition of Confidential Information.

As used herein, " Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information shall include Customer data; Our confidential information shall include the services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2. Protection of Confidential Information.

Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.3. Protection of Customer Data.

Without limiting the above, the Service Provider shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. the Service Provider shall not (i) disclose Customer Data except as compelled by law or as expressly permitted in writing by Customer, or (ii) access Customer Data except to provide the services or prevent or technical problems, or at the Customer's request in connection with customer support matters.

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WARRANTIES AND DISCLAIMERS

8.1. Disclaimer

Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.

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LIMITATION OF LIABILITY

9. LIMITATION OF LIABILITY

9.1. Limitation of Liability.

The Customer expressly understands and agrees that the Service Provider shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Service Provider has been advised of the possibility of such damages ), incurred by the Customer or any third party, whether in an action in contract or tort, arising from their access to, or use of the services, or resulting from unauthorised access to the service.

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TERM AND TERMINATION

10.1. Term of Agreement.

This Agreement commences on the date Customer accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated.

10.2. Start Date.

Unless otherwise agreed, subscriptions start on the date the Customer buys the subscription service.

10.3 Subscription Period

Unless otherwise agreed, the subscription period for each Subscription Plan is on a monthly basis and continues for an initial term of 12 consecutive periods.

10.4 Renewal

Unless otherwise agreed, Subscription Plans shall automatically renew for additional terms of 12 consecutive periods each, unless either party gives the other notice of non-renewal at least 60 days before the end of the initial subscription term or any renewal term. Unless otherwise agreed, the pricing during any such renewal term shall be the agreed pricing for the specific subscription plan.

10.5 Termination for Cause.

A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach, if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.6 Refund or Payment upon Termination.

Upon any termination for cause by the Customer, the Service Provider shall refund the Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by the Service Provider, the Customer shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve the Customer of the obligation to pay any fees payable to the Service Provider for the period prior to the effective date of termination.

10.7 Data.

After termination, all Customer data will not be accessible anymore. the Service Provider will not maintain or provide any of Customer Data and shall thereafter, unless legally prohibited, delete all of Customer Data in it's systems or otherwise in possession or under the Service Provider's control.

10.8 Surviving Provisions.

All relevant terms and conditions set in this agreement will survive any termination or expiration.

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GOVERNING LAW AND JURISDICTION

11.1 Agreement to Governing Law and Jurisdiction.

Each party agrees to the applicable governing law of the Republic of Ireland without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts.

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GENERAL PROVISIONS

12.1. Export Compliance.

Each party shall comply with the export laws and regulations of the applicable jurisdictions in providing and using the services. Without limiting the foregoing, (i) each party represents that it is not named on any list of persons or entities prohibited from receiving exports, and (ii) Customer shall not permit Users to access or use services in violation of any export embargo, prohibition or restriction.

12.2. Waiver and Cumulative Remedies.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

12.3. Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

12.4. Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

12.5. Entire Agreement.

This Agreement and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, the terms of the Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in the Customer purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.