This Software Subscription Service (SaaS) Agreement (the “Agreement”) sets forth the obligations and conditions between you (“Client”) and World Wide Buyouts ltd., Managing Director Andreas Habermeyer, Suite 211 | 3rd Floor, Block C1 | La Croisette, Grand Baie 30517, Republic of Mauritius (“Provider”), relating to your use of the Serviced defined herein. Please read this Agreement carefully. Your use of the Services is expressly conditioned on your acceptance of this Agreement.
BY ACCEPTING THE CHECK BOX “I AGREE TO THE TERMS AND CONDITIONS AND THE PRIVACY STATEMENT”, AND/OR BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACCEPT PROVIDER’S PRIVACY STATEMENT. IF YOU DO NOT AGREE TO ANY TERM OF THIS AGREEMENT AND DO NOT USE THE SERVICES.
A. The Buyout App is an innovative new application for determining costs and managing projects in the film and media industry in a quick, efficient and transparent way (the “Buyout App”).
B. Provider provides and sells subscriptions for subscribers to access and use the Buyout App via the services.
C. Client desires to use the Services for Client’s internal business purposes, including specifically use by Client’s administrator and/or Authorized Users for determining costs and managing projects in the film and media industry, pursuant to the terms and conditions set forth herein.
D. Provider is willing to provide access to the Services for Client’s internal business use pursuant to the terms and conditions set forth herein.
NOW THEREFORE, in consideration for the mutual promises contained herein and other good and valuable consideration, the parties agree as follows:
a. Provider grants to Client and Client accepts from Provider, a limited, non-exclusive, non-transferable right to access and use and permit Authorized Users to access and use the Services solely for Client’s internal business use. The Services shall not be used by Client or by Authorized Users for, or on behalf of, third parties that are not authorized under this Agreement. Client shall use its best efforts to ensure that the Authorized Users use the Services in accordance with the terms and conditions of this Agreement. Client acknowledges that its right to use the Services will be web-based only pursuant to the terms of this Agreement and the Buyout App will not be installed on any servers or other computer equipment owned or controlled by Client or otherwise provided to Client.
b. For an Authorized User to get his license, he must be added into a team of a company. For that, he can be the administrator himself, or his company administrator can do it. The process of licensing depends on the company profile setup, where the administrator will setup the company details and will then be prompt to select a user type based on his needs. The respective user types are described on the pricing page: http://www.buyout.pro/buyoutapp-pricing/
a. Client acknowledges that all right, title, and interest in and to the Services and the Buyout App, together with its codes, sequences, derivative works, organization, structure, interfaces, any documentation, data, trade names, trademarks, or other related materials (collectively, the “Provider IP”), is, and at all times shall remain, the sole and exclusive property of Provider. The Provider IP contains trade secrets and proprietary information owned by Provider and is protected by the respective copyright laws (and other laws relating to intellectual property). Except the right to use the Services, as expressly provided herein, this Agreement does not grant to Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the Software.
b. Client shall not attempt, or directly or indirectly allow any Authorized User or other third party to attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse compile, disassemble, reverse engineer, download, transmit or distribute all or any portion of the Services and/or Software in any form or media or by any means.
c. The provisions of this paragraph 2 shall survive termination of this Agreement.
a. Client shall pay to Provider the subscription fee (the “Subscription Fee”) in the amount and for the duration that Client has entered and agreed to pursuant to the checkout page for this Agreement.
b. The Subscription Fee for the first Subscription Period (either month or year, as applicable) of the term of this Agreement shall be paid (either monthly or yearly, as applicable) in advance upon accepting the terms and conditions of this Agreement. The Subscription Fee for all subsequent Subscription Periods of the term of this Agreement shall be paid to Provider on the first day of each subsequent Subscription Period, pursuant to subsection d, below.
c. The amount of the Subscription Fee does not include any applicable taxes. Client is responsible for any and all applicable taxes.
d. Any additional payment terms between Provider and Client shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.
Each of these policies may be changed from time to time and are effective immediately upon posting such changes on the Site.
Each user in the Buyout App will have different rights and environment architecture.
There is 2 major account types :
1. Single Account :Performer account and Company account which is not yet linked to a Company Profile
2. Company Account : A user account which is linked to a Company Profile
a. Company Admin account
b. Company Manager account
c. Company User account
Provider shall use commercially reasonable efforts to make the Services available on a 24×7 basis (twenty-four hours per day, seven days per week) during the Term, except for: (i) scheduled system back-up or other on-going maintenance as required and scheduled in advance by Provider, or (ii) for any unforeseen cause beyond Provider’s reasonable control, including but not limited to internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majure events set forth in this Agreement. Provider will monitor performance indicators on the systems and network infrastructure (its own and that of third party suppliers) in order to gauge the overall performance of its hosting services, and will take reasonable steps to address systems and network infrastructure as required to maintain satisfactory performance of the Buyout App. Provider further reserves the right to monitor and reasonably restrict Client’s ability to use the Services if Client is using excessive computing resources which are impacting the performance of the Services for other subscribers. Provider agrees to notify Client in cases where it restricts such use and use good faith efforts to determine an appropriate alternative or work-around solution.
a. Provider shall maintain the Buyout App and/or Services and provide all patches and fixes to the Buyout App and/or Services at no additional cost. Provided, however, said maintenance shall not include any major releases of new versions of the Buyout App, additional functionality, or custom programming, which Provider, at its discretion, may provide at an additional cost as otherwise agreed between the parties.
b. Provider shall provide to Client an E-Mail Support System to support Client in using the Buyout App and to provide user support.
a. The Term of this Agreement shall commence on the Effective Date and shall continue until terminated as provided herein.
Client shall elect whether the term will consist of annual or monthly periods (each a “Subscription Period”). The Agreement shall automatically renew for subsequent Subscription Periods unless either party provides notice of its election not to renew this Agreement at least fifteen (15) days prior to end of the then-current Subscription Period or otherwise terminates this Agreement pursuant to the terms of this Agreement.
b. Upon termination of this Agreement for any reason, all rights and subscriptions granted to Client shall immediately terminate, and the Client shall cease using the Services and shall prohibit Authorized Users from using the Services.
Client shall be in default of this Agreement if Client fails to make any payment when due and fails to cure said default within five (5) days after receipt of written notice thereof from Provider. In addition to the monetary breach described in the previous sentence, either party will be in default of this Agreement if the party is in material breach of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice thereof from the non-breaching party. If a party is in default, the non-breaching party may terminate this Agreement or seek any other remedies available at law or in equity, except as otherwise provided in this Agreement. In the event Client breaches or attempts to breach any of the provisions of this Agreement, Provider shall have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or attempt to breach, Client hereby acknowledging the inadequacy of any remedy at law.
a. In addition to, and in no way limiting the requirements relating to the Provider IP as set forth in Section 2 of this Agreement, Client shall use its reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) to protect all proprietary, confidential, and/or non-public information pertaining to or in any way connected to the Software, the Services, the Provider’s financial, professional and/or other business affairs, and this Agreement (the “Confidential Information”).
b. Client shall not disclose or publicize the Confidential Information without the Provider’s prior written consent.
c. Client shall use their reasonable efforts (but in no case less than the efforts used to protects its own proprietary information of a similar nature) not to disclose and not to use the Confidential Information for their own benefit or for the benefit of any other person, third-party, firm or corporation in a manner inconsistent with the purpose of this Agreement.
d. The terms of confidentiality and non-disclosure contained herein shall expire five (5) years from the date of the termination of this Agreement.
e. The restrictions on disclosure shall not apply to information which was: (i) generally available to the public at the time of disclosure, or later available to the public other than through fault of the Client; (ii) already known to the Client prior to disclosure pursuant to this Agreement; (iii) obtained at any time lawfully from a third-party under circumstances permitting its use or disclosure to others; or (iv) required by law or court order to be disclosed.
a. The backup of data gathered any uploaded by Client is in the responsibility of Provider; the Client, however, has the duty to cooperate to secure the Client’s data at least once a week for a backup also.
b. Not covered by the contractual scope of Service is Client’s compliance with archiving requirements, e.g. data retention obligations imposed by Client by applicable local commercial and/or taxation law, for which Client is responsible.
c. Both parties shall to the extent applicable comply with applicable data protection legislation in Europe in particular Directive 95/46/EC of the European Parliament and of the Council on the adequate protection of personal data. All persons who have access to personal data belonging to the parties under the terms of this Agreement must give an undertaking to maintain confidentiality and must be informed of any special data protection requirements arising from this Agreement, and the limitation of use to specific purposes as instructed, unless they arealready committedgenerallyaccordingly.
d. In case the Client collects, processes or uses personal data by the Client itself or by the Service, Client acknowledges that Client needs to have the respective authorizations according to the applicabledata protection laws and indemnifies Provider form third party claims in the event of a breach.
e. For the avoidance of doubt, Client remains both under this Agreement and in data protection terms “principal of the data”. Client is regarding the right of disposal and ownership of all user-specific data (input data, processed, stored data, output data) sole owner of the data. Provider exercises no control of data and content stored by Client in respect to legal compliance of the collection, processing and use of the data; this responsibility is the sole responsibility of the Client. Provider is only entitled to process the client-specific data as specified in this Agreement (and if necessary to correct malfunctions of Service); in particular it is Provider prohibited without prior written consent of Client, to pass on or to disclose client-specific data to third parties other than agreed under these conditions. However Provider as far as permissible according to applicable privacy laws entitled to process the client-specific data during the validity of the contract solely for providing the Service.
f. Provider agrees to meet the technical and organizational security precautions and measures according to Directive 95/46/EC of the European Parliament and of the Council.
Provider uses the following subcontractors for Providing the Service (Subcommissions):
Heroku is used for running the server and the database. Please see: https://www.heroku.com/policy/privacy
Amazon is used for storing all files uploaded to the Buyout App like images, videos, audios and attachments. Please see: http://aws.amazon.com/de/privacy/
Provider warrants that it has the power and authority to grant the subscription for the Services granted to Client hereunder. EXCEPT FOR THE WARRANTY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABLITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Remedy and Liability. Client represents that it accepts sole and complete responsibility for: (a) the selection of the Services to achieve Client’s intended results; (b) use of the Services; (c) the results obtained from Services; and (d) the terms of any contracts between Client and Authorized Users. Provider does not warrant that the Client’s use of the Services will be uninterrupted or error-free. Client shall not assert any claims against Provider based upon theories of negligence, gross negligence, strict liability, fraud, or misrepresentation, and Client shall defend Provider from any demand or claim, and indemnify and hold Provider harmless from any and all losses, costs, expenses, or damages, including reasonable attorneys’ fees, directly or indirectly resulting from Client’s use of the Services, an Authorized User’s use of the Services, and/or any agreement between the Client and an Authorize User based on or in any way related to the Services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, under no circumstances shall Provider be liable for any loss, costs, expenses, or damages to Client in an amount exceeding the Subscription Fee actually paid to Provider by Client for the previous twelve (12) months.
a. Notice and Demands. Notice, demand, or other communication mandated to be given by this Agreement by either party to the other shall be sufficiently given or delivered if sent in electronic form via e-mail or the contact form provided on the website http://www.buyout.pro.
b. Governing Law; Forum Selection. This Agreement shall be governed exclusively by the laws of the United Kingdom of Great Britain and Northern Ireland, without regard to its conflicts of laws principles and excluding the United Nations Sales of Goods Convention. Any action under or concerning this Agreement shall be brought exclusively inPort Louis, Mauritius. The parties irrevocably agree and consent that said forum is convenient and has jurisdiction to hear and decide any such action.
c. Compliance with Laws. Client shall use the Services in accordance with any and all applicable local, state, and federal laws.
d. Headings. The paragraph headings in this Agreement are for convenience only and they form no part of the Agreement and shall not affect the interpretation thereof.
e. Severability. If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain in full force and effect.
f. No Waiver. The delay or failure of either party to exercise any right under this Agreement or to take action against the other party in the event of any breach of this Agreement shall constitute a waiver of such right, or any other right, or of such breach, or any future breaches, under this Agreement.
g. Assignment. Client shall not assign or transfer this Agreement.
h. No Partnership or Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way.
i. Force Majeure. Provider will not be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the Provider’s reasonable control, including but not limited to fire, flood, storm, act of God, war, malicious damage, failure of a utility service or transport or telecommunications network.
j. Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Services, and supersedes any and all prior or contemporaneous understandings or agreements whether written or oral. No amendment or modification of this Agreement will be binding unless reduced to a writing signed by duly authorized representatives of the parties and such writing makes specific reference to this Agreement and its intention as an amendment hereto.