1. Definitions
ACCOUNT
Account refers to the Service & Usage plans and features selected by Recipient through Provider’s Service & Usage Plan Order.
ACCEPTABLE USE POLICY (AUP)
AUP refers to our acceptable use policy, as such policy may change from time to time.
PRIVACY POLICY
Privacy Policy refers to our privacy policy, as such policy may change from time to time.
GENERAL TERMS AND CONDITIONS
refers to Provider’s standard terms and conditions, as such policy may change from time to time.
EFFECTIVE DATE
Effective Data refers to the date of commencement of the Service as listed in Recipient’s Account.
MATERIALS
Materials refers to written and graphical content provided by or through the Service, including, without limitation, text, photographs, illustrations, and designs, whether provided by Provider, another customer of the Service, or any other third party.
RECIPIENT DATA
Recipient Data refers to data in electronic form input or collected through the Service by or from Recipient
PRIVACY POLICY
Privacy Policy refers to Provider’s privacy policy, posted at www.palisis.com/privacy-policy, as such policy may change from time to time.
SERVICE
Service refers to Provider’s service. The Service includes such features as are set forth on Provider’s website (www.palisis.com), as Provider may change such features from time to time, in its sole discretion.
2. Service and payment
Service
Provider will provide the Service to Recipient pursuant to its standard policies and procedures then in effect.
Payment
Recipient will pay Provider Service and Usage fees as are required in Recipient’s Account, due on the last day of each calendar month of Service or if selected yearly or half-yearly in advance. Special payment conditions agreed with Recipient take precedence over the general conditions.
3. Materials, Software, & Intellectual Property
Materials
Recipient recognizes and agrees that:
- the Materials are the property of Provider or its licensors and are protected by copyright, trademark, and other intellectual property laws; and
- Recipient does not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Recipient’s use of the Service.
Intellectual Property in General
Provider retains all right, title, and interest in and to the Service, including without limitation all software used to provide the Service and all logos and trademarks reproduced through the Service, and this Agreement does not grant Recipient any intellectual property rights in or to the Service or any of its components.
4. Policies
Acceptable Use Policy (AUP)
Recipient will comply with the AUP. In the event of Recipient’s material breach of the AUP, including without limitation any copyright infringement, Provider may suspend or terminate Recipient’s access to the Service, in addition to such other remedies as Provider may have at law or pursuant to this Agreement. Neither this Agreement nor the AUP requires that Provider take any action against Recipient or any other customer for violating the AUP, but Provider is free to take any such action it sees fit.
Privacy Policy
The Privacy Policy applies only to the Service and does not apply to any third party site or service linked to the Service or recommended or referred to through the Service or by Provider’s employees.
5. Each Party’s Warranties
Recipient’s Identity
Recipient warrants:
- that it has accurately identified itself through its Account and will maintain the accuracy of such identification; and
- that it is a corporation or other business entity authorized to do business pursuant to applicable law or an individual 18 years or older.
Right to Do Business
Each party warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
Disclaimers
Except for the express warranties specified in this section 5, THE SERVICE IS PROVIDED “AS IS” AND AS AVAILABLE, AND PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Without limiting the generality of the foregoing, (i) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND RECIPIENT AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS; and (ii) Provider does not warrant that the Service will perform without error or immaterial interruption.
6. Term & Termination
Term
This Agreement will continue for 12 month following the Effective Date (a “Term”). Thereafter, this Agreement will renew for subsequent terms (“Terms”) of 12 month, unless either party notifies in writing the other of its intent not to renew 30 or more days before the beginning of the next Term by E-Mail or written notice.
Termination for Cause
Either party may terminate this Agreement for material breach by written notice, effective in 30 days, unless the other party first cures such breach within 14 days from the date the breach was raised.
Effects of Termination
The following provisions will survive termination of this Agreement:
- any obligation of Recipient to pay for Service rendered before termination;
- Sections 3, 4 and 5 of this Agreement; and
- any other provision of this Agreement that must survive termination to fulfill its essential purpose.
7. Miscellaneous
Notices
Provider may send notices pursuant to this Agreement to Recipient’s contact points listed in Recipient’s Account, and such notices will be deemed received 30 days after they are sent. Recipient may send notices pursuant to this Agreement to Palisis AG, Florastrasse 18A, CH-8610 Uster, and such notices will be deemed received 30 days after they are sent.
Amendment
Provider may amend this Agreement (including the SLA and Data Policy) from time to time by posting an amended version at its website and sending Recipient written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Recipient first gives Provider written notice of rejection of the amendment by registered mail or e-mail. In the event of such rejection, this Agreement will continue under its original provisions, and the amendment will become effective at the start of Recipient’s next Term following the Proposed Amendment Date (unless Recipient first terminates this Agreement pursuant to Section 6 above). Recipient’s continued use of the Service following the effective date of an amendment will confirm Recipient’s consent thereto. This Agreement may not be amended in any other way except through a written agreement executed by Authorized Representatives of each party. Notwithstanding the foregoing, Provider may amend the AUP or Privacy Policy at any time by posting a new version at its website and sending Recipient notice thereof, and such amended version will become effective 7 business days after such notice is sent.
Independent Contractors
The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.
No Waiver
Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than
- by an Authorized Representative and
- in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
Force Majeure
To the extent caused by force majeure, no delay, failure, or default will constitute a breach of this Agreement.
Assignment & Successors
Neither party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity. Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties.
Conflicts among Attachments
In the event of any conflict between the terms of this main body of this Agreement and those of the SLA or Data Policy, the terms of this main body will govern. In the event of any conflict between this Agreement and any Provider policy posted online, including without limitation the AUP and Privacy Policy, the terms of this Agreement will govern.
Entire Agreement
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications.
Choice of Law & Jurisdiction
This Agreement will be governed solely by the internal laws of the Canton of Zürich and Federal Swiss Law. The parties consent to the personal and exclusive jurisdiction of the federal and cantonal courts of Zürich, Switzerland.
The application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
If you have any questions about this Acceptable Use Policy, please contact us