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BY PROCEEDING TO REGISTER FOR THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU AND YOUR EMPLOYEES. ANY SERVICES THAT JABATIX PROVIDES ARE UNDERTAKEN ON A BEST-EFFORTS BASIS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE ARE UNWILLING TO PROVIDE THE SERVICES TO YOU AND YOU MUST DISCONTINUE THE REGISTRATION OR ORDER PROCESS NOW. IN THIS CASE THE REGISTRATION OR ORDER PROCESS WILL TERMINATE.

1.   SCOPE

1.1   This Agreement governs your initial order as well as any future orders made by you that reference this Agreement. You may need to register for an account with JABATIX in order to place orders or access or receive Services. Any registration information that you provide to JABATIX must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account.

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          3.  training current or future employees of the Customer.

2.   CHARGES & PAYMENT

2.1   The total price (Service Fee) for the Services shall be the amount set out in the order or invoice.

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2.5   All Service Fees are non-refundable. JABATIX may on notice to the Customer increase the Service Fees payable under the Agreement by the same proportion as any average increase in the Luxembourg retail price index over the 12 month period preceding the date of such notice, such increase to be effective from the next anniversary of the Effective Date following the service of such notice as per section 9 below.

3.   CUSTOMER’S UNDERTAKINGS

3.1   Except as expressly set out in this Agreement or as permitted by any local law, you undertake:

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     d.   to obtain all necessary licences and permits including, without limitation, all software licences (if any) to enable JABATIX to provide the Services.

4.   REGISTRATION

Upon registration JABATIX may provide a scheme which provides a number of benefits including access to updates and customer or partner information. With your registration, you agree to receive customer and partner updates or other related information via e-mail.

5.   DATA & SECURITY

5.1   You will retain all right, title and interest in and to any data, content, code, or other materials of any type that you upload, submit or otherwise transmit to or through the Service Desk (Your Data). Subject to the terms of this Agreement, you hereby grant to JABATIX a non-exclusive, worldwide, royalty-free right to (a) collect, use, copy, store, transmit, modify and create derivative works of Your Data, in each case solely to the extent necessary to provide the Services to you and (b) for the Service Desk that enable you to share Your Data or interact with other people, to distribute and publicly perform and display Your Data as you (or your Authorized Users) direct or enable through the Service Desk. JABATIX may also access your account in order to respond to your support requests.

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5.5   JABATIX has no obligation to monitor any content uploaded or submitted to the Service Desk. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive, we may (a) remove Your Data from the Service Desk or (b) suspend your access to the Service Desk. We will generally strive to alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Service Desk, other users or can be deemed to either damage the reputation of JABATIX or implicate JABATIX in a negative or criminal way, we may suspend your access immediately without notice. You will continue to be charged for the Service Desk during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to the Service Desk as described in this section.

6.   DISCLAIMER OF WARRANTIES

6.1   JABATIX DOES NOT WARRANT THAT YOUR ACTIVITIES OR USE OF THE SERVICES AND SERVICE DESK IS LAWFUL IN ANY PARTICULAR JURISDICTION AND, IN ANY EVENT, JABATIX SPECIFICALLY DISCLAIMS SUCH WARRANTIES. YOU UNDERSTAND THAT BY USING ANY OF THE FEATURES OF THE SERVICES AND SERVICE DESK, YOU ACT AT YOUR OWN RISK, AND YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE DESK OR THE SERVICES. FURTHER, JABATIX AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE. JABATIX, ITS PARENT, SUBSIDIARIES OR AFFILIATES OR THE DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM SHALL NOT BE LIABLE FOR THE USE OF THE SERVICES INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. SOME JURISDICTIONS MAY LIMIT OR MAY NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT THAT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT.

6.2   You acknowledge that the Services may contain test data and has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Services as described in the Documentation meet your requirements

7.   DISCLAIMER AND LIMITATION OF JABATIX'S LIABILITY

7.1   Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, or deliberate personal repudiatory breaches of this agreement.

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7.4.   This Agreement sets out the full extent of JABATIX’s obligations and liabilities in respect of the supply of the Services and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on JABATIX except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Services and documentation which might otherwise be implied into, or incorporated in, this Agreement, or any collateral contract, whether by statute, applicable law or otherwise, is hereby excluded to the fullest extent permitted by law.

8.   TERM AND TERMINATION

8.1   Subject to section 8.2, this Agreement (and the rights granted herein) shall commence on the date on which you register for the Service Desk on the website of JABATIX (Effective Date) and shall continue for the period of one (1) year (Subscription Term).

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     c.   we may remove or delete Your Data within a reasonable period of time.

9.   TRANSFER OF RIGHTS AND OBLIGATIONS

9.1   This Agreement is binding on you and JABATIX, and on our respective successors and assigns. 

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9.3   JABATIX may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of JABATIX’s rights or obligations arising under it, at any time during the term of the Agreement.

10.   NOTICES AND CHANGES

10.1   All notices given by you to JABATIX must be given to JABATIX S.A., a company registered in the Grand Duchy of Luxembourg under number B 91815 and with headquarters at 1a, op der Ahlkerrech, L-6776 Grevenmacher, Luxembourg. JABATIX may give notice to you at either the e-mail or postal address you provided to JABATIX or our representative when registering for the Services. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

10.2   We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you as per section 10.1 above or in addition by postings on our website, through your JABATIX account, or on the Service Desk itself). If we modify the Agreement during your Subscription Term, the modified version will be effective upon your next renewal of a Subscription Term, as applicable. In this case, if you object to the updated Agreement, as your exclusive remedy, you may choose not to renew.

11.   EVENTS OUTSIDE OUR CONTROL

11.1   JABATIX will not be liable or responsible for any failure to perform, or delay in performance of, any of JABATIX’s obligations under this Agreement that is caused by events outside JABATIX’s reasonable control (Force Majeure event). 

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11.3   JABATIX’s performance under this Agreement is deemed to be suspended for the period that the Force Majeure event continues.

12.   WAIVER

12.1   If JABATIX fails, at any time during the term of this Agreement, to insist upon strict performance of any of your obligations under this Agreement, or if we fail to exercise any of the rights or remedies to which we are entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

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12.3   No waiver by JABATIX of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

13.   SEVERABILITY

If any of the terms of this Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

14.   ENTIRE AGREEMENT

14.1   This Agreement and any document expressly referred to in it represents the entire agreement between JABATIX in relation to the licensing of the Services and Documentation and supersedes any prior agreement, understanding or arrangement between JABATIX, whether orally or in writing.

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14.3   You shall have no remedy in respect of any untrue statement made by JABATIX, whether orally or in writing, prior to the date you entered into this Agreement (unless such untrue statement was made fraudulently) and your only remedy shall be as provided in these terms and conditions.

15.   LAW AND JURISDICTION

15.1   This Agreement and the interpretation of this Agreement shall be governed and construed in accordance with the Laws of the Grand Duchy of Luxembourg, without regard to its conflicts of laws rules and specifically will not be governed by the United Nations Conventions on Contracts for the International Sale of Goods, if otherwise applicable.

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15.4   In the event that a dispute is not capable of amicable resolution in good faith then the parties agree that the dispute may be referred by a party to the courts of the Grand Duchy of Luxembourg which shall have final, exclusive and irrevocable jurisdiction to hear and decide any suit, action or proceedings, and/or to settle any disputes, which may arise out of or in connection with this agreement or its formation or validity (including non-contractual disputes or claims) and, for these purposes, each party irrevocably submits to the exclusive jurisdiction of the courts of the Grand Duchy of Luxembourg.

16.   CONFIDENTIAL INFORMATION

16.1   The disclosure of confidential and proprietary information hereunder shall be governed by the terms and conditions of this section 16.

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16.6   All of discloser’s rights in and to the information disclosed hereunder by it shall remain the exclusive property of discloser and neither this section 16, nor any disclosure of Information hereunder, in any way (a) grants to a recipient any right or Agreement under any copyright, patent, mask work or trademark now or hereafter owned or controlled by discloser, except solely for the Permitted Purpose; (b) obligates either party to disclose or receive any information, perform any work, enter into any Agreement, business engagement or other agreement; (c) creates any joint relationship or authorises either party to act or speak on behalf of the other; or (d) limits either party from entering into any business relationship with any third party.

17.   INDEMNITY

You agree to defend, indemnify and hold harmless JABATIX and its subsidiaries, individuals with respect to any and all costs, claims, demands, investigations, liabilities, losses, damages, judgments, settlements, costs and expenses, including solicitors’ fees arising out of or in connection with this Agreement, including, without limitation: (a) your use of the Services; (b) your violation of these Agreement or any law, rule or regulation; or (c) your use of this website. You will cooperate as fully and reasonably as required by JABATIX in the defence of any claim. Notwithstanding the foregoing, JABATIX retains the exclusive right to settle, compromise and pay any and all claims, demands, proceedings, suits, actions or causes of actions which are brought against JABATIX herein under the terms and provisions of this section 17 and in no event, shall you settle any such claim without JABATIX’s prior written approval.

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