All customers agree to the following terms and conditions. PLEASE READ CAREFULLY. BY INDICATING YOUR ACCEPTANCE, YOU ARE AGREEING THAT YOU OR YOUR COMPANY OR OTHER ENTITY WILL BE BOUND BY THE TERMS OF THIS AGREEMENT. Customer Service Agreement This Customer Service Agreement (this “Agreement”) is by and between Spica International d.o.o. (myHours.com is developed and run by Spica International), a Slovenian company (“Spica International”) and you or the company or other entity acknowledging this Agreement (“Customer”).
Provision of Service.
- Spica International will provide Customer access to the Internet time-tracking (the “Service”) which will permit the processing, retrieval, and transmission of transaction data submitted by Customer (the “Customer Data”) pursuant to the terms of this Agreement. Spica International may change Service features and functionality, as well as the terms and conditions of this Agreement, from time to time. Notice of such changes will be posted on the myHours.com Web site (the “myHours.com”), which Customer will review periodically.
- Customer is responsible for its own compliance with this Agreement, including without limitation the compliance of its employees, officers, agents, and any third party Customer invites to participate in the Service.
- Customer’s use of the Service may result in fees as will be set forth on the myHours.com. The Service fees and charges may be changed by Spica International from time to time by sending Customer an invoice, in electronic, paper or any other form, or by posting fees owed on the myHours.com. Customer agrees to pay said fees within thirty (30) days of receipt of such invoice. Customer will pay on all amounts past due, that have not been disputed specifically in writing and in reasonable good faith, an interest charge of one and one-half percent (1.5%) per month computed from the due date of each payment, or the maximum rate permitted by EU or Slovenian law. Customer will be liable for attorneys’ and collection fees arising from Spica International’s efforts to collect unpaid balances.
- Customers may select credit card payment options, pursuant to which Spica International will charge fees directly to a Customer’s credit card, when such option is made available by Spica International and pursuant to such terms and conditions as Spica International may post on the myHours.com from time to time.
- Customer agrees to pay all state and local sales, use, property, or other taxes (collectively, “Chargeable Taxes”), except for taxes on Spica International’s net income which may be assessed against Spica International with respect to this Agreement. Spica International may include Chargeable Taxes in its invoices, in which event Customer will pay to Spica International the taxes so invoiced.
- Paid subscriptions are charged for the current month or on annual basis, there is no refund. A customer can unsubscribe from paid subscriptions at any time.
Limitations on Use of Service and Service Software.
- As used herein, “Software” refers to any software incorporated into the Service. Customer will not, and will not permit, assist, or allow others to, reverse engineer, decompile, disassemble, re-engineer, or otherwise discover, recreate, or attempt to discover or recreate the Software or its source code. Customer will not modify or attempt to modify the Software or sublicense or charge others to use or access the Software or the Service. Customer will not use the Software or the Service in any way not expressly authorized by this Agreement.
- Customer acknowledges that the Services is not intended for permanent storage and agrees not to use the Service for archiving or back-up purposes. Customer will not store “mission critical” data on the Service, including without limitation data pertaining to power generation, military or national security, or any function to sustain or rescue the health or well-being of any person.
- From time to time, Spica International may add new features to the Service that are described as “beta” (“Beta Features”). Customer acknowledges that Beta Features may be untested, non-functional, and/or partly functional features of the Service. If Customer elects to use a Beta Feature, it does so at its own risk. Notwithstanding the provisions of the first sentence of Section 5(a), Spica International does not warrant that the Beta Features will be provided with due care. Customer will back-up all data it adds to the Beta Features and will not rely upon the functionality of the Beta Features for any purpose whatsoever. Except as specifically provided in this Section 3(c), the Beta Features will be considered part of the Service and all provisions of this Agreement relating to the Service will apply to the Beta Features.
Security, Privacy, and Access.
- Spica International will exercise reasonable care to prevent any unauthorized person or entity from gaining access to Customer Data. Each party will promptly notify the other of any unauthorized access to or use of Customer Data or passwords. The parties will use reasonable efforts to take remedial measures to address any such unauthorized access. Spica International will not be liable for any damages incurred by Customer arising out of or related to use of the Service, including without limitation in connection with any unauthorized access to or disclosure of Customer Data, resulting from the actions of Customer, any third party, or from the failure of electronic or other security measures.
- Spica International has no obligation to monitor the Service. Spica International has the right to monitor the Service and to disclose any information arising out of it, including without limitation Customer Data, as necessary to satisfy any law, regulation, or demand of government or of internal auditors or to protect Spica International or its customers. Spica International may remove or refuse to post any materials that it finds, at its sole discretion, to be offensive, undesirable, in violation of this Agreement, or otherwise unacceptable. However, Spica International has no obligation to remove any such materials.
- Customer will not use the Service to transmit or store any data that may be considered obscene or pornographic, that contains defamatory material, or that violates EU or Slovenian law.
- Customer will not disclose any account passwords to any third party not authorized to use the Service.
Limited Warranty; Limitation of Liability.
- Spica International warrants that the Service will be provided with due care. EXCEPT FOR THE FOREGOING, SPICA INTERNATIONAL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE. Furthermore, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL SPICA INTERNATIONAL BE LIABLE TO CUCSTOMER OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, OR OTHER INDIRECT, SPECIAL, COVER, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR TO THE USE OR INABILITY TO USE THE SERVICE. In no event will Spica International’s total liability for damages, losses, or causes of action, whether in contract or tort, including without limitation negligence, either jointly or severally, exceed the aggregate dollar amount paid by Customer to Spica International in the twelve (12) months prior to the claimed injury or damage.
- Spica International is not liable for the accuracy, truthfulness, or validity of any data entered by Customer or provided through the Service. Spica International is not liable for the loss of any Customer Data.
- Customer’s sole and exclusive remedy, if it is dissatisfied with the Service or with any terms, conditions, rules, policies, guidelines, or practices of Spica International is to discontinue using the Service.
Customer will indemnify and hold harmless Spica International and its affiliates, employees, officers, directors, agents, licensors, successors and assigns from all damages and liability, including without limitation reasonable attorneys’ fees, incurred as a result of:
- Customer’s violation of its obligations under this Agreement,
- the negligent or willful acts of Customer, or
- the violation by Customer of Spica International’s or any third party’s rights, including without limitation privacy rights, other property rights, trade secret, proprietary information, trademark, copyright, or patent rights, and claims for libel, slander, or unfair trade practices in connection with the use or operation of the Service. Customer’s obligation to indemnify will survive the expiration or termination of this Agreement by either party for any reason.
Termination and Cessation of Service.
- Either party may terminate this agreement at any time. The following obligations will survive the termination of the Agreement for any reason: (i) indemnification obligations set forth in Section 6 above; (ii) obligations to make payments of amounts that become due under this Agreement before termination; and (iii) any other provision hereof where the context of such provision indicates an intent that it will survive the term or termination of this Agreement.
- Spica International may deny Customer access to all or part of the Service without notice if Spica International believes, in its sole discretion, that Customer may have violated any of the terms of this Agreement.
Interruption of Service.
- SPICA INTERNATIONAL WILL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO INTERRUPTION OF, OR DEFECTS IN TRANSMISSION OF, THE SERVICE, including without limitation interruptions or defects due to inability to access the Internet or any part thereof, equipment modifications, upgrades, relocations, or repairs. No reduction of payments will be made in the case of temporary interruption of or defects in transmission of the Service.
- Spica International will not be liable for interruption of or delays in transmission of the Service caused by acts of God, fire, water, riots, acts of Government, acts or omissions of Internet backbone providers, or any other causes beyond Spica International’s control.
- This Agreement constitutes the entire Agreement between Spica International and Customer regarding the subject matter hereof and expressly supersedes any prior or contemporaneous written or oral agreements between the parties regarding the subject matter hereof, including without limitation any offer, purchase order, or other similar instrument in writing. This Agreement may not be amended, altered, or changed except by a written agreement signed by the duly authorized representatives of both parties.
- In the event that any provision of this Agreement is held to be unenforceable, such provision will be construed as nearly as possible to reflect it original intent and the remainder of this Agreement will remain in full force and effect.
- Customer’s rights in this Agreement are personal and are not assignable. Spica International may assign its rights and obligations under this Agreement to third parties.
- myHours.com is controlled, operated and administered by Spica International from its offices within Slovenia. Spica International makes no representation that materials at myHours.com are appropriate or available for use at other locations outside of Slovenia and access to them from territories where their contents are illegal is prohibited. You may not use myHours.com or export the Materials in violation of Slovenian export laws and regulations. If you access myHours.com from locations outside of Slovenia, you are responsible for compliance with all local laws. These Terms and Conditions of use shall be governed by the laws of the Slovenia, without giving effect to its conflict of laws provisions. This Agreement constitutes the entire agreement between Spica International and you with respect to your use of myHours.com. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. The parties agree that any claim, controversy, or dispute arising out of or relating to this Agreement will be settled by final and binding arbitration to be conducted in Slovenia. The decision of the arbitrator(s) will be binding; provided that Spica International may bring an action in a court of law (i) involving allegations of personal injury to a third party, or (ii) for injunctive or other equitable or extraordinary relief.
- The remedies provided in this Agreement and at law or in equity are cumulative and not exclusive. The failure by either party to exercise any right or remedy under this Agreement or otherwise available at law or in equity will not be deemed a waiver of any subsequent right or remedy.
- No person or entity who is not a party to this Agreement will derive any rights whatsoever hereunder as a third party beneficiary of this Agreement.
The parties acknowledge that they have read the terms and conditions of this Agreement and hereby agree to be bound thereby. This Agreement will become effective upon Customer’s acceptance by electronic acknowledgment on the myHours.com.