This
Sapibon You Send It Service Agreement (the "Agreement") describes the
terms and conditions on which
Sapibon You Send It ("we" or "our company") offer services to you ("Customer"
or "You"). By registering for or using
Sapibon You Send It services, Customer agrees to be bound by the following
terms and conditions.
1. Eligibility for
Sapibon You Send It Services.
Our Services are available only to individuals
and business entities (including but not limited to sole proprietorships)
in good legal standing that can form legally binding contracts
under applicable law. Customer hereby represents and warrants
that it is duly licensed to do business and is in good legal
standing in the jurisdictions in which it does business (during
the term of this Agreement) that it is not a competitor of
Sapibon You Send It , and that the person agreeing to this Agreement
for Customer is at least eighteen years of age and otherwise
capable of and authorized to enter binding contracts for Customer.
2.
Sapibon You Send It Services.
Subject to the terms and conditions of this
Agreement,
Sapibon You Send It makes certain Services available to Customer. For
the purposes of this Agreement: (a) "Customer" (or "you")
means the individual or business entity that is using or registering
to use the Services, including its employees and agents; (b)
Sapibon You Send It "Services" means those electronic or interactive
services offered by
Sapibon You Send It .
Sapibon You Send It Online reserves the right to change or discontinue
any of the Services at any time.
3. Ownership
You acknowledge that all materials (except
those uploaded by users) provided on this Web site, including
but not limited to information, documents, products, logos,
graphics, sounds, images, software, and services (collectively
"Materials"), are provided either by
Sapibon You Send It or by their respective third party authors, developers
and vendors (collectively "Third Party Providers") and the
underlying intellectual property rights are owned by
Sapibon You Send It and/or its Third Party Providers. Elements of the
Web site are protected by trade dress and other laws and may
not be copied or imitated in whole or in part.
Sapibon You Send It ,
the
Sapibon You Send It logo and other
Sapibon You Send It products referenced herein are trademarks of
Sapibon You Send It , and may be registered in certain jurisdictions.
All other product names, company names, marks, logos, and
symbols may be the trademarks of their respective owners.
4. Customer Information
Customer represents and warrants that the
information it provides in
Sapibon You Send It contact information forms is true, accurate, current
and complete. Customer agrees to maintain and update this
information to ensure that it is true, accurate, current and
complete. If, at any time, any information provided by Customer
is untrue, inaccurate, not current or incomplete,
Sapibon You Send It will have the right to suspend or terminate Customer's
account and this Agreement.
5. Customer Account
5.1 Authorized Users
Customer may designate persons to act as
its agents to use the Services, provided that each designated
person has the legal capacity to enter into binding contracts
for Customer. Furthermore, Customer represents and warrants
that each person who registers under Customer's account is
an authorized agent of Customer (an "Authorized User") who
has such legal capacity.
5.2 Responsibility for Access
Customer is solely responsible and liable
for any and all access to and use of the Services (including
all activities and transactions) by any Authorized User and/or
User ID registered under Customer's account, unless such access
to or use of the Services is the direct result solely of the
gross negligence of
Sapibon You Send It . It is Customer's responsibility, through its systems
administrator Authorized User, to set the appropriate access
for each of Customer's Authorized Users.
5.3 Responsibility for User IDs and Passwords
Customer is solely responsible for maintaining
the confidentiality of Customer access information, i.e. account
ID's and passwords of its Authorized Users, and are responsible
for all activities that occur under your account.
5.4 Notification of Unauthorized Use
Customer will immediately notify
Sapibon You Send It if Customer notices any activity indicating that
Customer's account or data is being used without authorization,
including: (a) Customer has received confirmation of an order
or orders placed using Customer's account which Customer did
not place or any similar conflicting report; or (b) Customer
becomes aware of any unauthorized use of any product or service
related to its account(s).
6. Customer Data
Customer has sole responsibility and liability
for the data its stores on
Sapibon You Send It 's servers. Customer controls its data through its
generated link.
Sapibon You Send It encourages Customer to archive its data regularly
and frequently; Customer bears full responsibility for archiving
its data and sole liability for any lost or irrecoverable
data. Customer agrees to maintain its data in compliance with
its legal obligations.
Sapibon You Send It will delete Customer data upon termination of this
Agreement. However,
Sapibon You Send It may retain Customer data in its archives after deletion
and will not be liable to Customer in any way for such retained
data.
6.1 Special Circumstances
Sapibon You Send It will provide access to the Services and Customer's
data to an agent of Customer ("Authorized Agent") who provides
Sapibon You Send It with a notarized letter signed by an officer of
Customer which letter shall include statements of authenticity,
authority, and liability as required by
Sapibon You Send It in its sole discretion. Customer expressly and irrevocably
agrees that
Sapibon You Send It may rely on such a letter and on the apparent authority
of the person requesting access to the Services or to Customer's
account. In no event will
Sapibon You Send It be liable to Customer or any third party for
Sapibon You Send It 's reliance on such letter or such apparent authority.
8.
Acceptable Use
You agree to not use
Sapibon You Send It 's Service to:
a. upload, post, email, transmit or otherwise
make available any Content that spreads messages of terror
or depicts torture or death-images; if serious enough, the
content will be reported to the appropriate legal authority
and/or the member's ISP will be contacted;
b. harm minors in any way, this includes
any form of child pornography; if serious enough, the content
will be reported to the appropriate legal authority and/or
the member's ISP will be contacted;
c. upload, post, email, transmit or otherwise
make available any Content that infringes any patent, trademark,
trade secret, copyright or other proprietary rights of any
party;
Sapibon You Send It 's DMCA Policy has more details;
8.1 Illegality/Adult Content
Sapibon You Send It neither sanctions nor permits site content or the
transmission of data that contains illegal or obscene material
or fosters or promotes illegal activity, including but not
limited to, gambling, the offering for sale of illegal weapons,
and the promotion or publication of any material that may
violate hate crimes legislation.
Sapibon You Send It reserves the right to immediately suspend or terminate
any account or transmission that violates this policy, without
prior notice.
Further, should Customer violate this policy,
Sapibon You Send It will actively assist and cooperate with law enforcement
agencies and government authorities in collecting and tendering
information about Customer, Customer's site, the illegal or
obscene content, and those persons that may have inappropriately
accessed, acquired, or used the illegal or obscene content.
8.2 Wrongful Conduct
Customer shall not commit or permit wrongful
or damaging acts which justify civil action including, but
not limited to, posting of defamatory, scandalous, or private
information about a person without their consent or intentionally
inflicting emotional distress.
8.3 Access and Interference
Violations or attempts to violate
Sapibon You Send It systems or to interrupt
Sapibon You Send It services are strictly prohibited, and may result
in criminal and civil liability. Examples of system violations
include, without limitation:
(a) Unauthorized access to or use of
Sapibon You Send It Services, including any attempt to probe, scan or
test the vulnerability of a system or to breach security or
authentication measures without express authorization of
Sapibon You Send It ; or (b) Interference with Service to any customer
or network including, without limitation, flooding, or deliberate
attempts to overload a system and broadcast attacks; or (c)
Use of any device, software, or routine to interfere or attempt
to interfere with the proper working of the Services; or (d)
Any action that imposes an unreasonable or disproportionately
large load on
Sapibon You Send It 's infrastructure
Customer shall not decompile, disassemble,
decrypt, extract, reverse engineer or otherwise attempt to
derive the source code of the "software tools" (including
the tools, methods, processes, and infrastructure) underlying
the Services or any other software on the
Sapibon You Send It Web site.
8.4 Copyright or Trademark Infringement
Sapibon You Send It Services may be used only for lawful purposes. Transmission,
distribution or storage of any material in violation of any
applicable law or regulation, including export control laws,
is prohibited. This includes, without limitation, material
protected by patent, copyright, trademark, service mark, trade
secret or other intellectual property rights. If you use another
party's material, you must obtain prior authorization. By
using the Services, you represent and warrant that you are
the author and copyright owner and/or proper licensee with
respect to any hosted content and you further represent and
warrant that no content violates the trademark or rights of
any third party.
Sapibon You Send It reserves the right to suspend or terminate a Customer's
transmission(s) that, in
Sapibon You Send It 's discretion, violates these policies or violates
any law or regulation.
Sapibon You Send It 's DMCA Policy has more details.
8.5 Misuse of System Resources
Customer shall not misuse system resources
including, but not limited to, employing content which consume
excessive CPU time or storage space; utilizing excessive bandwidth;
or resale of access to content hosted on
Sapibon You Send It servers.
8.6 Other Activities
Whether lawful or unlawful,
Sapibon You Send It reserves the right to determine what is harmful
to its Customers, operations or reputation, including any
activities that restrict or inhibit any other user from using
and enjoying the Service or the Internet.
Please be aware
Sapibon You Send It reserves the right to cancel any account or transmission
they find in violation of any of the above policies. If appropriate,
Sapibon You Send It will refer complaints to law enforcement authorities,
and in such case,
Sapibon You Send It will actively assist law enforcement agencies with
the investigation and prosecution of any such activities,
including surrendering Customer account and data information.
Complaints about violators of our Policy
should be sent via e-mail to abuse@
Sapibon You Send It .com. Each complaint will be investigated and may
result to immediate cancellation of Services without prior
notice.
9. No Warranty
You expressly understand and agree that:
(a) your use of the Service is at your sole risk.
Sapibon You Send It Services are provided on an "as is" and "as available"
basis.
Sapibon You Send It and its suppliers, to the fullest extent permitted
by law, disclaim all warranties, including but not limited
to warranties of title, fitness for a particular purpose,
merchantability and non-infringement of proprietary or third
party rights.
Sapibon You Send It and its suppliers make no warranties about the accuracy,
reliability, completeness, or timeliness of our Services,
software, or content; (b)
Sapibon You Send It makes no warranty that (i) the Service will meet
your requirements, (ii) the service will be uninterrupted,
timely, secure, or error-free, (iii) the results that may
be obtained from the use of the service will be accurate or
reliable, (iv) the quality of any products, services, information,
or other material purchased or obtained by you through the
Service will meet your expectations, and (v) any errors in
the software will be corrected; (d) any material downloaded
or otherwise obtained through the use of the Service is done
at your own discretion and risk and that you will be solely
responsible for any damage to your computer system or loss
of data that results from the download of any such material;
(e) no advice or information, whether oral or written, obtained
by you from us or through or from the Service shall create
any warranty not expressly stated in these terms and conditions.
10. Indemnity
You agree to defend, indemnify, and hold
harmless
Sapibon You Send It , its affiliates, officers, directors, employees
and agents, from and against any claims, actions or demands,
including without limitation reasonable legal fees, alleging
or resulting from your use the Service, or your breach of
this Agreement or other
Sapibon You Send It policies, terms and conditions.
11. Limitation of Liability
Your use of
Sapibon You Send It is at your own risk. If you are dissatisfied with
any aspect of our Service or with these terms & conditions,
or any other rules or policies, your sole remedy is to discontinue
use of the Service. You expressly understand and agree that
Sapibon You Send It shall not be liable for any direct, indirect, incidental,
special, consequential exemplary damages, including but not
limited to, damages for loss of profits, goodwill, use, data
or other intangible losses (even if we have been advised of
the possibility of such damages), resulting from: (i) the
use or the inability to use the Service; (ii) the cost of
procurement of substitute goods and services resulting from
any goods, data, information or services purchased or obtained
or messages received or transactions entered into through
or from the Service; (iii) unauthorised access to or alteration
of your transmissions or data; (iv) statements or conduct
of any third party on the service; or (v) any other matter
relating to the Service.
12. Modifications to Agreements,
Policies or to our Services
We reserve the right to change this Service
Agreement at any time without notice. We also reserve the
right at any time to modify or discontinue the Service, temporarily
or permanently, with or without notice to you. You agree that
we shall not be liable to you or any third party for any modification,
suspension or discontinuance of the Service. You acknowledge
that we may establish general practices and limits concerning
use of the Service, including the maximum disk space that
will be allotted on
Sapibon You Send It ’s servers on your behalf, and the maximum number
of times (and the maximum duration for which) you may access
the Service in a given period of time. Further, you acknowledge
that
Sapibon You Send It may change subscription fees at any time without
notice. Changes in subscription fees will take effect on expiration
of any existing Customer subscription.
13. Termination
13.1 Without limiting other remedies,
Sapibon You Send It may immediately issue a warning, suspend (i.e.,
lock out access and operation of Services for Customer) either
temporarily or indefinitely, or terminate Customer's account
and refuse to provide Services to Customer if: (a)
Sapibon You Send It believes that Customer have violated or acted inconsistently
with this Agreement, or any of our policies; or (b) Customer
have failed to pay fees or other payments due to
Sapibon You Send It ; or (c)
Sapibon You Send It is unable to verify or authenticate any information
Customer provides to
Sapibon You Send It ; or (d)
Sapibon You Send It believes that Customer's actions may cause legal
liability for Customer,
Sapibon You Send It ’s other clients, or
Sapibon You Send It .
Sapibon You Send It may also in its sole discretion and at any time
discontinue providing the Service, or any part thereof, with
or without notice. You agree that any termination of your
access to the Service under any provision of these terms and
conditions may be effected without prior notice, and acknowledge
and agree that
Sapibon You Send It may immediately deactivate, archive or delete your
account and all related information and data and/or any further
access to such data or the Service. Further, you agree that
Sapibon You Send It shall not be liable to you or any third-party for
any termination of your access to the Service.
Upon termination of this Agreement by either
Customer or
Sapibon You Send It , all of Customer rights under this Agreement, and
Sapibon You Send It 's provision of Services, will terminate immediately.
13.2 The Sections 6 ("Customer Data"), 9
("No Warranty"), 10 ("Indemnity"), 11 ("Limitation Of Liability")
and this Section 13 will survive any termination of this Agreement.
14. Miscellaneous
These terms and conditions will be governed
by and construed in accordance with the laws of the State
of California, excluding that body of law governing conflict
of laws. Any legal action or proceeding relating to or arising
out of these Terms or your use of the Web site will be brought
in a federal or state court in Santa Clara County, California,
and you submit to the venue and personal jurisdiction of such
court. If any provision of these Terms is held to be invalid
or unenforceable, such provision will be enforced to the greatest
extent possible and the remaining provisions will remain in
full force and effect. Headings are for reference purposes
only and in no way define, limit, construe, or describe the
scope or extent of such section.
Sapibon You Send It 's failure to act with respect to a breach by Customer
or others does not waive
Sapibon You Send It ’s right to act with respect to subsequent or similar
breaches. No action by Customer arising under this Agreement
may be brought at any time more than twelve (12) months after
the facts occurred upon which the cause of action arose.
14.1 Relationship
Customer and
Sapibon You Send It are independent contractors, and no agency, partnership,
joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by this Agreement.
14.2 Assignment
Customer may not assign any of its rights,
or delegate any of its duties, under this Agreement, and any
attempted assignment will be null and void.
14.4 Force Majeure
Operation of our Services may be interfered
with by numerous factors outside of our control and we shall
not be liable to you for any delay or failure in performance
under this Agreement resulting directly or indirectly from
causes beyond
Sapibon You Send It ’s control.
14.5 Interpretation
If any provision of this Agreement is held
to be invalid or unenforceable, such provision shall be struck,
as narrowly as possible, and the remaining provisions shall
be enforced. Headings are for reference purposes only and
in no way define, limit, construe or describe the scope or
extent of such section.
14.6
Sapibon You Send It Confidential Information
You represent and warrant to
Sapibon You Send It that (a) you are not a competitor of
Sapibon You Send It , (b) you shall keep publicly unannounced information
and materials pertaining to
Sapibon You Send It , pre-release software, testing or testing procedures
strictly confidential and (c) you shall not use any information
gained from access to the
Sapibon You Send It Web site or use of the
Sapibon You Send It Services to compete with
Sapibon You Send It in its business.
14.7 Exceptions
Except for other agreements or terms appearing
on the Web site, this Agreement set forth the entire understanding
and agreement between us with respect to the subject matter
hereof.
Additional Information
Any questions relating to our Legal Agreements
and Policies may be directed to legal@
Sapibon You Send It .com. |
