You indicate acceptance of these terms and conditions of service by placing an order with Webtones Ltd. These terms and conditions will not be varied for individual customers.
1 DEFINITIONS
1.1 In this Agreement the following words and expressions shall have the following meanings:
1.1.1 "downtime" means any service interruption in the availability of www.digitalgoodsstore.com;
1.1.2 "intellectual property rights" means patents, trade marks, design rights, applications for any of the foregoing, copyright, topography rights, database rights, rights in know-how, trade or business names and other similar rights or obligations, whether registrable or not in any country;
1.1.3 "Digital Goods Store" means Webtones Ltd
1.1.4 "server" means the computer server equipment operated by Digital Goods Store in connection with the provision of the Service;
1.1.5 "the Service" means monthly subscription based access to www.digitalgoodsstore.com to allow the selling/deployment of downloadable products via PayPal www.paypal.com and the Amazon S3 service located at http://aws.amazon.com/s3/
1.1.6 "virus" means a computer programme that copies itself or is copied to other storage media, including without limitation magnetic tape cassettes, memory chips, electronic cartridges, optical discs and magnetic discs, and destroys, alters or corrupts data, causes damage to the user's files or creates a nuisance or annoyance to the user and includes without limitation computer programs commonly referred to as "worms" or "trojan horses";
1.2 Words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders.
1.3 The headings of the paragraphs of this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.
2 INTRODUCTION
2.1 The Customer wishes to provide Digital Goods Store with data that will be hosted on Digital Goods Store's servers and made accessible via the Internet in both encrypted and non-encrypted form.
2.2 Digital Goods Store provides a gateway secure download service for the Amazon S3 service and has agreed to host the Customer's data upon the following terms and conditions.
3 CHARGES ,PAYMENT
3.1 Payment methods include credit cards (including MasterCard and Visa), and debit cards via the third party payment service PayPal located at www.paypal.com
3.2 Digital Goods Store do not accept cheques, bank transfers, postal orders, cash or any other form of payment other than those outlined in 4.1
3.3 The Charges are exclusive of VAT, which if payable shall be paid by the Customer.
3.4 Digital Goods Store do not provide credit facilities.
3.5 Pro-rata refunds will not be issued for monthly services that are cancelled before then end of the month.
3.6 The Service will automatically renew every month until cancelled by the customer. It is the customers responsibility to cancel services prior to renewal as no refund can be made once renewal has occurred. The cancellation process must be fully completed by you before your account is cancelled.
3.7 Cancellation of the Service can only be made by the customer by cancelling their subscription to the Digital Goods Store Service at the PayPal website.
4 LICENCE AND RIGHTS
4.1 The Customer undertakes that he will not himself or through any third party, resell, lease, license or sublicense the Digital Goods Store Service.
5 SERVICE LEVELS AND DATA BACKUP
5.1 Digital Goods Store shall use its reasonable endeavours to make the server and the Services available to the Customer 100% of the time but because the Services are provided by means of computer and telecommunications systems, Digital Goods Store makes no warranties or representations that the Service will be uninterrupted or error-free and Digital Goods Store shall not, in any event, be liable for interruptions of Service or downtime of the server.
5.2 Digital Goods Store carries out data backups for use by Digital Goods Store in the event of systems failure. Digital Goods Store do not provide data restoration facilities for individual customers. Even though every effort is made to ensure data is backed up correctly Digital Goods Store accepts no responsibility for data loss or corruption.
6 ACCEPTABLE USE POLICY
6.1.1 The Customer must not engage in illegal or unlawful activities through the Service;
6.1.2 make available or upload files to the Service that the Customer knows contain a virus, worm, trojan or corrupt data; or
6.1.3 obtain or attempt to obtain access, through whatever means, to areas of Digital Goods Store's Service which are identified as restricted or confidential.
6.2 If the Customer fails to comply with the Acceptable Use Policy outlined in Clause 6.1 Digital Goods Store shall be entitled to withdraw the Service and terminate the Customer's account without notice.
7 ALTERATIONS AND UPDATES
All alterations and updates to the Customers Digital Goods Store account shall be made by the Customer using the online account management facility. The Customer will be issued with a password in order to access the account. The Customer must take all reasonable steps to maintain the confidentiality of this password. If the Customer reasonably believes that this information has become known to any unauthorised person, the Customer agrees to immediately inform Digital Goods Store and the password will be changed.
8 WARRANTIES
8.1 The Customer warrants and represents to Digital Goods Store that Digital Goods Store's use of the Customers Content in accordance with this Agreement will not infringe the intellectual property rights of any third party.
8.2 All conditions, terms, representations and warranties that are not expressly stated in this Agreement, whether oral or in writing or whether imposed by statute or operation of law or otherwise, including, without limitation, the implied warranty of satisfactory quality and fitness for a particular purpose are hereby excluded. In particular and without prejudice to that generality, Digital Goods Store shall not be liable to the Customer as a result of any viruses introduced or passed on to the Customer.
9 INDEMNITY
The Customer agrees to indemnify and hold Digital Goods Store and its employees and agents harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Digital Goods Store arising out of any breach by the Customer of the terms of this Agreement or other liabilities arising out of or relating to the Service.
10 LIMITATION OF LIABILITY
10.1 The entire liability of Digital Goods Store to the Customer in respect of any claim whatsoever or breach of this Agreement, whether or not arising out of negligence, shall be limited to the charges paid for the Service under this Agreement in respect of which the breach has arisen.
10.2 In no event shall Digital Goods Store be liable to the Customer for any loss of business, loss of opportunity or loss of profits or for any other indirect or consequential loss or damage whatsoever. This shall apply even where such a loss was reasonably foreseeable or Digital Goods Store had been made aware of the possibility of the Customer incurring such a loss.
11 TERM AND TERMINATION
11.1 This Agreement will become effective on the date the service is ordered and shall continue until terminated by either party in writing of its intention to terminate the Agreement.
11.2 Digital Goods Store shall have the right to terminate this Agreement with immediate effect by notice in writing to the Customer if the Customer fails to make any payment when it becomes due.
11.3 Either party may terminate this Agreement forthwith by notice in writing to the other if:
11.3.1 the other party commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within a reasonable time of being given written notice from the other party to do so; or
11.3.2 the other party commits a material breach of this Agreement which cannot be remedied under any circumstances.
11.4 On termination all data held in the customers account will be deleted.
15 ASSIGNMENT
15.1 Digital Goods Store may assign or otherwise transfer this Agreement at any time.
15.2 The Customer may not assign or otherwise transfer this Agreement or any part of it without Digital Goods Store's prior written consent.
16 FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or services, and the party shall be entitled to a reasonable extension of its obligations after notifying the other party of the nature and extent of such events.
17 SEVERANCE
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid illegal or unenforceable provision eliminated.
18 NOTICES
Any notice to be given by either party to the other may be sent by email. Emails shall unless the contrary is proved be deemed to be received on the day it was sent.
19 ENTIRE AGREEMENT
This Agreement contains the entire Agreement between the parties relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. This Agreement may be updated without notice.
20 GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
21 PRIVACY
To protect your privacy we will not distribute any of your details to third parties, unless required to do so by law.
22 SERVICE USAGE
22.1 The Customer agrees that any download links in their account with an expiration time older than 30 days will be automatically deleted on a daily basis by Digital Goods Store.
22.2 Should your account use a large amount of system resource determined solely by Digital Goods Store and as a result have a detrimental effect on other customers we will discuss with you alternative solutions for provision of the Service.
23 EMAIL NEWSLETTER
Digital Goods Store communicates with it's customers via email and as such you agree to receive by email occassional newsletters which contain amongst other things changes to our terms and conditions, notification of major outages, updates to the Service.