1. AUP/TOS (Acceptable Use Policy/ Terms of Service)
2. gTLD Registration Agreement
3. Uniform Domain Name Dispute Resolution Policy
4. UiBS Subscription, Software License, Service and Technical Support Agreement
1. AUP/TOS (Acceptable Use Policy/ Terms of Service)
This Acceptable Use Policy (AUP) exits in order to enable us to provide a fast, high availability network without disturbances caused by indecent contact. It also enables us to protect the privacy of our customers who use our services in an appropriate manner as described by the terms and conditions below. It is hereby specified that the term services as used in this document includes the term products.
Anyone who uses the services provided by UiBS United Business Solutions Limited herein 'UiBS' is doing so on an "as is" basis with no guaranties, or warranty of any kind. Neither UiBS nor any of it's employees, partners or associates can be held financially or otherwise liable to any customer for any harm, damage or loss that may occur through the use of its services in any case.
UiBS takes no responsibility regarding the pricing or changes to pricing related to Internet calling charges, which are entirely set, handled and attributed to the Cyprus Telecommunications Authority (CYTA).
UiBS provides no guarantee that any communication or use of its services is 100% secure although it commits itself to perform and take all necessary measures to prevent wiretapping and keep all confidential information as secure as possible to the extent that technology and other limiting factors may allow. The customer has no enforceable right to total privacy from a data packet standpoint. UiBS commits itself not to disclose any confidential information about its customers or make it available in any way that it can be used against them. Breach of this clause will give customers an enforceable fundamental right.
UiBS will, in no case be responsible for back ups of its customers' personal files and other information. In addition UiBS maintains the right to delete any information related to any customers after they are no longer its customers or when their services are suspended for any reason as provided herein or as soon as any service or their subscription period expires without timely being renewed.
Non-transferability of Account:
Customers may not have more than one login session per account at any time, unless they have paid for multiple login accounts. Furthermore customers may not transfer or give out their user account ID and password for any use. Account sharing is a violation of the terms of this section.
Network Address Ownership:
Any IP address assigned to customers of UiBS remain the property of UiBS at all times and the customer merely has the right to use it for as long as he remains a customer of UiBS. They will revert back to UiBS when the customer stops being such a customer or when he does not renew his subscription period in a timely manner or if UiBS decides to suspend the use of this service for any reason as provided herein.
Compliance with All Laws:
1. Not violate any laws while using the services of UiBS and,
2. Will "hold UiBS harmless" in any claim against it, i.e. will agree to indemnify UiBS if the latter is held liable for reasons actually due to the customer.
Unacceptable Conduct includes amongst others the following:
Excessive posting or otherwise abusing USENET, sending unsolicited emails (Spam), using UiBS to do anything with spam, harassing other individuals mail, impersonating or falsifying any information, violating anyone's privacy or intellectual property rights, use IRC bots, network-unfriendly activity or hacking that causes interference with normal network operations, attempts to gain unauthorized root access to UiBS servers, participating in chain letters, any other attempt to use UiBS or its account as a staging ground to hurt or damage others in any way.
Right to Disconnect Non-dedicated Accounts:
UiBS Ltd maintains the right to shut down connection that are idle for a 20'-minute period, or where customers are in any way attempting to use a non-dedicated account as if it were their own personal dedicated 24x7 account.
Excess Utilization of System or Network Resources:
UiBS customers agree to not in any way hurt or damage other networks belonging or operated by its competitors, business partners, affiliates etc.
Compliance with Rules of Other Networks:
UiBS's customers agree not to hurt or damage other networks belonging or operated by its competitors, business partners, affiliates, other customers etc.
Monitoring and Privacy:
UiBS will prosecute and/or work closely with any authorities investigating breach of any illegal egress or transaction that its customers may attempt while using its services.
UiBS will prosecute and/or work closely with the authorities investigating breach of any legal egress or transaction that its customers may attempt while using its services.
Right to Suspend or Cancel Accounts:
UiBS retains the right to suspend or cancel services to its customers or anyone using its services, at its absolute discretion, at the following cases:
• A service subscription period is not renewed after its expiration period. UiBS will do whatever it deems appropriate or as described below to inform the customer of his service expiration date but it shall remain the sole responsibility of the customer to promptly renew any services AND provide sufficient evidence for this (in cases of direct deposit, standing order etc)
• Customers are responsible for informing UiBS of address changes or other new contact information.
• UiBS will inform via e-mail all customers about the expiration of their services two (2) and one (1) week before expiration date. If not renewed, services will be suspended on the date of expiration and permanently made unavailable one (1) week after expiration. In no case will UiBS be held responsible for any expiration communication mistakes on whoever's behalf. It always remains the customer's responsibility to be aware of his expiration date and promptly renews the service.
• All refunds will be at UiBS discretion. Any refunds from cancellation of prepaid accounts are only available on a prorated basis, rather than based on the discount received for prepaying the account.
• There are no expiration dates to services settled on a monthly basis, these services are automatically renewed. A three (3) month written notice is required to cancel such services. Please be aware that no refund will be given, this includes any part of the three (3) month notice period.
• In the case of annual or biannual contracts, a three (3) month written notice is required to cancel such services. Please be aware that no refund will be given, this includes any outstanding duration of the contract period.
• In no case will any set-up fees be refunded.
Rights to Damages:
UiBS has a right to claim damages from its customers if they violate any term of this AUP (Acceptable User Policy) and cause UiBS any harm, damage or loss.
Rights to Interest and Late Payment Fees:
UiBS reserves the right to charge the Customer interest in respect of late payment of any sums due under any agreement and or invoice (as well after as before judgment) at the rate of nine (9) per cent above rate from time to time of Bank of Cyprus Bank Ltd. from the due date therefore until payment.
Right to Modify or change Service:
UiBS maintains the right at its sole discretion to update and change this AUP as it needs or sees fit.
2. gTLD Registration Agreement
In this Registration Agreement ("Agreement") "you" and "your" refer to each customer, "we", us" and "our" refer to Domain Registrars and "Services" refers to the domain name registration provided by us as offered through UiBS. This Agreement explains our obligations to you, and explains your obligations to us for various Services.
2. SELECTION OF A DOMAIN NAME
You represent that, to the best of your knowledge and belief, neither the registration of the SLD name nor the manner in which it is directly or indirectly used infringes the legal rights of a third party and that the Domain Name is not being registered for any unlawful purpose.
As consideration for the services you have selected, you agree to pay to us, or UiBS who remits payment to us on your behalf, the applicable service(s) fees. All fees payable hereunder are non-refundable. As further consideration for the Services, you agree to: (1) provide certain current, complete and accurate information about you as required by the registration process and (2) maintain and update this information as needed to keep it current, complete and accurate. All such information shall be referred to as account information ("Account Information"). You, by completing and submitting this Agreement represent that the statements in your application are true.
You agree that the Registration Agreement will remain in full force during the length of the term of your Domain Name Registration. Should you choose to renew or otherwise lengthen the term of your Domain Name Registration, then the term of this Registration Agreement will be extended accordingly. This Agreement will remain in full force during the length of the term of your Domain Name Registration as selected, recorded, and paid for upon registration of the Domain Name. Should you choose to renew or otherwise lengthen the term of your Domain Name Registration, then the term of this Registration Agreement will be extended accordingly. Should you transfer your domain name or should the domain name otherwise be transferred due to another Registrar, the terms and conditions of this contract shall cease and shall be replaced by the contractual terms in force for the purpose of registering domain names then in force between SLD holders and the new Registrar.
5. MODIFICATIONS TO AGREEMENT.
You agree, during the period of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and (2) change the services provided under this Agreement. Any such revision or change will be binding and effective immediately on posting of the revised Agreement or change to the service(s) on our web site, or on notification to you by e-mail or regular mail as per the Notices section of this agreement. You agree to review our web site, including the Agreement, periodically to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice by e-mail or regular mail as per the Notices section of this agreement. Notice of your termination will be effective on receipt and processing by us. You agree that, by continuing to use the Services following notice of any revision to this Agreement or change in service(s), you shall abide by any such revisions or changes. You further agree to abide by the ICANN Uniform Dispute Resolution Policy ("Dispute Policy") as amended from time to time. You agree that, by maintaining the reservation or registration of your domain name after modifications to the Dispute Policy become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modifications, you may request that your domain name be deleted from the domain name database.
6. MODIFICATIONS TO YOUR ACCOUNT.
In order to change any of your account information with us, you must use your Account Identifier and Password that you selected when you opened your account with us. Please safeguard your Account Identifier and Password from any unauthorized use. In no event will we be liable for the unauthorized use or misuse of your Account Identifier or Password.
7. DOMAIN NAME DISPUTE POLICY.
If you reserved or registered a domain name through us, or transferred a domain name to us from another registrar, you agree to be bound by the Dispute Policy which is incorporated herein and made a part of this Agreement by reference. The current version of the Dispute Policy may be found at http://www.opensrs.org/legal/udrp.shtml. Please take the time to familiarize yourself with this policy.
8. DOMAIN NAME DISPUTES.
You agree that, if the registration or reservation of your domain name is challenged by a third party, you will be subject to the provisions specified in the Dispute Policy in effect at the time of the dispute. You agree that in the event a domain name dispute arises with any third party, you will indemnify and hold us harmless pursuant to the terms and conditions contained in the Dispute Policy. For any dispute, you agree to submit to the jurisdiction of the courts of The Province of Ontario.
9. ICANN POLICY.
You agree that your registration of the SLD name shall be subject to suspension, cancellation, or transfer pursuant to any ICANN-adopted policy, or pursuant to any registrar or registry procedure not inconsistent with an ICANN-adopted policy, (1) to correct mistakes by Registrar or the Registry in registering the name or (2) for the resolution of disputes concerning the SLD name.
Should you intend to license use of a domain name to a third party you shall nonetheless be the SLD holder of record and are therefore responsible for providing your own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the SLD. You shall accept liability for harm caused by wrongful use of the SLD, unless you promptly disclose the identity of the licensee to the party providing you reasonable evidence of actionable harm. You also represent that you have provided notice of the terms and conditions in this Agreement to the third party and that the third party agrees to the terms of Disclosure and Use of Registration Information (sections 18 and 19 of this Agreement).
We and UiBS reserves the right to distribute information to you that is pertinent to the quality or operation of our services and those of our service partners. These announcements will be predominately informative in nature and may include notices describing changes, upgrades, new products or other information to add security or to enhance your identity on the Internet.
12. LIMITATION OF LIABILITY.
You agree that our entire liability, and your exclusive remedy, with respect to any Services(s) provided under this Agreement and any breach of this Agreement is solely limited to the amount you paid for such Service(s). We and our contractors shall not be liable for any direct, indirect, incidental, special or consequential damages resulting from the use or inability to use any of the Services or for the cost of procurement of substitute services. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, in such states, our liability is limited to the extent permitted by law. We disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of God; (4) loss or liability resulting from the unauthorized use or misuse of your account identifier or password; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement; (6) loss or liability resulting from the interruption of your Service. You agree that we will not be liable for any loss of registration and use of your domain name, or for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if we have been advised of the possibility of such damages. In no event shall our maximum liability exceed five hundred ($500.00) dollars.
You agree to release, indemnify, and hold us, our contractors, agents, employees, officers, directors and affiliates harmless from all liabilities, claims and expenses, including without limitation our partners, and the directors, officers, employees and agents of each of them, including attorney's fees, of third parties relating to or arising under this Agreement, the Services provided hereunder or your use of the Services, including without limitation infringement by you, or someone else using the Service with your computer, of any intellectual property or other proprietary right of any person or entity, or from the violation of any of our operating rules or policy relating to the service(s) provided. You also agree to release, indemnify and hold us harmless pursuant to the terms and conditions contained in the Dispute Policy. When we are threatened with suit by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a breach of your Agreement and may result in deactivation of your domain name.
14. TRANSFER OF OWNERSHIP.
The person named as registrant on the WHOIS shall be the registered name holder. The person named as administrative contact at the time the controlling user name and password are secured shall be deemed the designate of the registrant with the authority to manage the domain name. You agree that prior to transferring ownership of your domain name to another person (the Transferee") you shall require the Transferee to agree, in writing to be bound by all the terms and conditions of this Agreement. Your domain name will not be transferred until we receive such written assurances or other reasonable assurance that the Transferee has been bound by the contractual terms of this Agreement (such reasonable assurance as determined by us in our sole discretion) along with the applicable transfer fee. If the Transferee fails to be bound in a reasonable fashion (as determine by us in our sole discretion) to the terms and conditions in this Agreement, any such transfer will be null and void.
You agree that failure to abide by any provision of this Agreement, any operating rule or policy or the Dispute Policy provided by us, may be considered by us to be a material breach and that we may provide a written notice, describing the breach, to you. If within thirty (30) calendar days of the date of such notice, you fail to provide evidence, which is reasonably satisfactory to us, that you have not breached your obligations under the Agreement, then we may delete the registration or reservation of your domain name. Any such breach by you shall not be deemed to be excused simply because we did not act earlier in response to that, or any other breach by you.
16. NO GUARANTY.
You agree that, by registration or reservation of your chosen domain name, such registration or reservation does not confer immunity from objection to either the registration, reservation, or use of the domain name.
17. DISCLAIMER OF WARRANTIES.
You agree that your use of our Services is solely at your own risk. You agree that such Service(s) is provided on an "as is," "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Services will meet your requirements, or that the Service(s) will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Service(s) or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of 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 such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
As part of the registration process, you are required to provide us certain information and to update us promptly as such information changes such that our records are current, complete and accurate. You are obliged to provide us the following information:
i) Your name and postal address (or, if different, that of the domain name holder); ii) The domain name being registered iii) The name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the administrative contact for the domain name. iv) The name, postal address, e-mail address, and voice and fax (if available) telephone numbers of the billing contact for the domain name. Any other information which we request from you at registration is voluntary. Any voluntary information we request is collected such that we can continue to improve the products and services offered to you through UiBS.
19. DISCLOSURE AND USE OF REGISTRATION INFORMATION.
You agree and acknowledge that we will make domain name registration information you provide available to ICANN, to the registry administrators, and to other third parties as ICANN and applicable laws may require or permit. You further agree and acknowledge that we may make publicly available, or directly available to third party vendors, some, or all, of the domain name registration information you provide, for purposes of inspection (such as through our WHOIS service) or other purposes as required or permitted by ICANN and the applicable laws.
You hereby consent to any and all such disclosures and use of, and guidelines, limits and restrictions on disclosure or use of, information provided by you in connection with the registration of a domain name (including any updates to such information), whether during or after the term of your registration of the domain name. You hereby irrevocably waive any and all claims and causes of action you may have arising from such disclosure or use of your domain name registration information by us.
You may access your domain name registration information in our possession to review, modify or update such information, by accessing our domain manager service, or similar service, made available by us through UiBS.
We will not process data about any identified or identifiable natural person that we obtain from you in a way incompatible with the purposes and other limitations which we describe in this Agreement.
We will take reasonable precautions to protect the information we obtain from you from our loss, misuse, unauthorized access or disclosure, alteration or destruction of that information.
Your wilful provision of inaccurate or unreliable information, your wilful failure promptly to update information provided to us, or any failure to respond to inquiries by us addressed to the email address of the registrant, the administrative, billing or technical contact appearing in the "Whois" directory with respect to a domain name concerning the accuracy of contact details associated with the registration shall constitute a material breach of this Agreement and be a basis for cancellation of the domain name registration. Any information collected by us concerning an identified or identifiable natural person ("Personal Data") will be used in connection with the registration of your domain name(s) and for the purposes of this Agreement and as required or permitted by the ICANN Agreement or an ICANN/Registry Operator policy.
21. RIGHT OF REFUSAL.
We, in our sole discretion, reserve the right to refuse to register or reserve your chosen domain name or register you for other Services within thirty (30) calendar days from receipt of your payment for such services. In the event we do not register or reserve your domain name or register you for other Services, or we delete your domain name or other Services within such thirty (30) calendar day period, we agree to refund your applicable fee(s). You agree that we shall not be liable to you for loss or damages that may result from our refusal to register, reserve, or delete your domain name or register you for other Services.
You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, that term or provision will be construed consistent with applicable law as nearly as possible to reflect the original intentions of the parties, and the remaining terms and provisions will remain in full force and effect.
Nothing contained in this Agreement or the Dispute Policy shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.
Our failure to require performance by you of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender. In the case of e-mail notification to us or to UiBS to firstname.lastname@example.org or, in the case of notice to you, at the e-mail address provided by you in your WHOIS record. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. EST, otherwise it will be deemed to have been delivered on the next business day. In the case of regular mail notice, valid notice shall be deemed to have been validly and effectively given 5 business days after the date of mailing and, in the case of notification to us or to UiBS shall be sent to:
UiBS United Business Solutions, Attention: Registrant Affairs, P.O. Box 52208 CY-4062 Limassol and in the case of notification to you shall be to the address specified in the "Administrative Contact" in your WHOIS record.
You agree that this Agreement, the rules and policies published by us and the Dispute Policy are the complete and exclusive agreement between you and us regarding our Services. This Agreement and the Dispute Policy supersede all prior agreements and understandings, whether established by custom, practice, policy or precedent.
27. GOVERNING LAW.
This agreement shall be governed by and construed in accordance with the Laws of Cyprus and the parties hereto agree to submit to the jurisdiction of the District Court of Nicosia
You attest that you are of legal age to enter into this Agreement.
29. ACCEPTANCE OF AGREEMENT.
You acknowledge that you have read this agreement and agree to all its terms and conditions. you have independently evaluated the desirability of the service and are not relying on any representation agreement., guarantee or statement other than as set forth in this agreement.
3. Uniform Domain Name Dispute Resolution Policy
Policy Adopted: August 26, 1999
Implementation Documents Approved: October 24, 1999
Note: This policy is now in effect. See www.icann.org/udrp/udrp-schedule.htm for the implementation schedule.
This Uniform Domain Name Dispute Resolution Policy (the "Policy") has been adopted by the Internet Corporation for Assigned Names and Numbers ("ICANN"), is incorporated by reference into your Registration Agreement, and sets forth the terms and conditions in connection with a dispute between you and any party other than us (the registrar) over the registration and use of an Internet domain name registered by you. Proceedings under Paragraph 4 of this Policy will be conducted according to the Rules for Uniform Domain Name Dispute Resolution Policy (the "Rules of Procedure"), which are available at www.icann.org/udrp/udrp-rules-24oct99.htm, and the selected administrative-dispute-resolution service provider's supplemental rules.
2. Your Representations.
By applying to register a domain name, or by asking us to maintain or renew a domain name registration, you hereby represent and warrant to us that (a) the statements that you made in your Registration Agreement are complete and accurate; (b) to your knowledge, the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (c) you are not registering the domain name for an unlawful purpose; and (d) you will not knowingly use the domain name in violation of any applicable laws or regulations. It is your responsibility to determine whether your domain name registration infringes or violates someone else's rights.
3. Cancellations, Transfers, and Changes.
We will cancel, transfer or otherwise make changes to domain name registrations under the following circumstances:
a. subject to the provisions of Paragraph 8, our receipt of written or appropriate electronic instructions from you or your authorized agent to take such action;
b. our receipt of an order from a court or arbitral tribunal, in each case of competent jurisdiction, requiring such action; and/or
c. our receipt of a decision of an Administrative Panel requiring such action in any administrative proceeding to which you were a party and which was conducted under this Policy or a later version of this Policy adopted by ICANN. (See Paragraph 4(i) and (k) below.)
We may also cancel, transfer or otherwise make changes to a domain name registration in accordance with the terms of your Registration Agreement or other legal requirements.
4. Mandatory Administrative Proceeding.
This Paragraph sets forth the type of disputes for which you are required to submit to a mandatory administrative proceeding. These proceedings will be conducted before one of the administrative-dispute-resolution service providers listed at www.icann.org/udrp/approved-providers.htm (each, a "Provider").
a. Applicable Disputes. You are required to submit to a mandatory administrative proceeding in the event that a third party (a "complainant") asserts to the applicable Provider, in compliance with the Rules of Procedure, that
(i) your domain name is identical or confusingly similar to a trademark or service mark in which the complainant has rights; and
(ii) you have no rights or legitimate interests in respect of the domain name; and
(iii) your domain name has been registered and is being used in bad faith.
In the administrative proceeding, the complainant must prove that each of these three elements are present.
b. Evidence of Registration and Use in Bad Faith. For the purposes of Paragraph 4(a)(iii), the following circumstances, in particular but without limitation, if found by the Panel to be present, shall be evidence of the registration and use of a domain name in bad faith:
(i) circumstances indicating that you have registered or you have acquired the domain name primarily for the purpose of selling, renting, or otherwise transferring the domain name registration to the complainant who is the owner of the trademark or service mark or to a competitor of that complainant, for valuable consideration in excess of your documented out-of-pocket costs directly related to the domain name; or
(ii) you have registered the domain name in order to prevent the owner of the trademark or service mark from reflecting the mark in a corresponding domain name, provided that you have engaged in a pattern of such conduct; or
(iii) you have registered the domain name primarily for the purpose of disrupting the business of a competitor; or
(iv) by using the domain name, you have intentionally attempted to attract, for commercial gain, Internet users to your web site or other on-line location, by creating a likelihood of confusion with the complainant's mark as to the source, sponsorship, affiliation, or endorsement of your web site or location or of a product or service on your web site or location.
c. How to Demonstrate Your Rights to and Legitimate Interests in the Domain Name in Responding to a Complaint. When you receive a complaint, you should refer to Paragraph 5 of the Rules of Procedure in determining how your response should be prepared. Any of the following circumstances, in particular but without limitation, if found by the Panel to be proved based on its evaluation of all evidence presented, shall demonstrate your rights or legitimate interests to the domain name for purposes of Paragraph 4(a)(ii):
(i) before any notice to you of the dispute, your use of, or demonstrable preparations to use, the domain name or a name corresponding to the domain name in connection with a bona fide offering of goods or services; or
(ii) you (as an individual, business, or other organization) have been commonly known by the domain name, even if you have acquired no trademark or service mark rights; or
(iii) you are making a legitimate noncommercial or fair use of the domain name, without intent for commercial gain to misleadingly divert consumers or to tarnish the trademark or service mark at issue.
d. Selection of Provider. The complainant shall select the Provider from among those approved by ICANN by submitting the complaint to that Provider. The selected Provider will administer the proceeding, except in cases of consolidation as described in Paragraph 4(f).
e. Initiation of Proceeding and Process and Appointment of Administrative Panel. The Rules of Procedure state the process for initiating and conducting a proceeding and for appointing the panel that will decide the dispute (the "Administrative Panel").
f. Consolidation. In the event of multiple disputes between you and a complainant, either you or the complainant may petition to consolidate the disputes before a single Administrative Panel. This petition shall be made to the first Administrative Panel appointed to hear a pending dispute between the parties. This Administrative Panel may consolidate before it any or all such disputes in its sole discretion, provided that the disputes being consolidated are governed by this Policy or a later version of this Policy adopted by ICANN.
g. Fees. All fees charged by a Provider in connection with any dispute before an Administrative Panel pursuant to this Policy shall be paid by the complainant, except in cases where you elect to expand the Administrative Panel from one to three panelists as provided in Paragraph 5(b)(iv) of the Rules of Procedure, in which case all fees will be split evenly by you and the complainant.
h. Our Involvement in Administrative Proceedings. We do not, and will not, participate in the administration or conduct of any proceeding before an Administrative Panel. In addition, we will not be liable as a result of any decisions rendered by the Administrative Panel.
i. Remedies. The remedies available to a complainant pursuant to any proceeding before an Administrative Panel shall be limited to requiring the cancellation of your domain name or the transfer of your domain name registration to the complainant.
j. Notification and Publication. The Provider shall notify us of any decision made by an Administrative Panel with respect to a domain name you have registered with us. All decisions under this Policy will be published in full over the Internet, except when an Administrative Panel determines in an exceptional case to redact portions of its decision.
k. Availability of Court Proceedings. The mandatory administrative proceeding requirements set forth in Paragraph 4 shall not prevent either you or the complainant from submitting the dispute to a court of competent jurisdiction for independent resolution before such mandatory administrative proceeding is commenced or after such proceeding is concluded. If an Administrative Panel decides that your domain name registration should be canceled or transferred, we will wait ten (10) business days (as observed in the location of our principal office) after we are informed by the applicable Provider of the Administrative Panel's decision before implementing that decision. We will then implement the decision unless we have received from you during that ten (10) business day period official documentation (such as a copy of a complaint, file-stamped by the clerk of the court) that you have commenced a lawsuit against the complainant in a jurisdiction to which the complainant has submitted under Paragraph 3(b)(xiii) of the Rules of Procedure. (In general, that jurisdiction is either the location of our principal office or of your address as shown in our Whois database. See Paragraphs 1 and 3(b)(xiii) of the Rules of Procedure for details.) If we receive such documentation within the ten (10) business day period, we will not implement the Administrative Panel's decision, and we will take no further action, until we receive (i) evidence satisfactory to us of a resolution between the parties; (ii) evidence satisfactory to us that your lawsuit has been dismissed or withdrawn; or (iii) a copy of an order from such court dismissing your lawsuit or ordering that you do not have the right to continue to use your domain name.
5. All Other Disputes and Litigation.
All other disputes between you and any party other than us regarding your domain name registration that are not brought pursuant to the mandatory administrative proceeding provisions of Paragraph 4 shall be resolved between you and such other party through any court, arbitration or other proceeding that may be available.
6. Our Involvement in Disputes.
We will not participate in any way in any dispute between you and any party other than us regarding the registration and use of your domain name. You shall not name us as a party or otherwise include us in any such proceeding. In the event that we are named as a party in any such proceeding, we reserve the right to raise any and all defenses deemed appropriate, and to take any other action necessary to defend ourselves.
7. Maintaining the Status Quo.
We will not cancel, transfer, activate, deactivate, or otherwise change the status of any domain name registration under this Policy except as provided in Paragraph 3 above.
8. Transfers During a Dispute.
a. Transfers of a Domain Name to a New Holder. You may not transfer your domain name registration to another holder (i) during a pending administrative proceeding brought pursuant to Paragraph 4 or for a period of fifteen (15) business days (as observed in the location of our principal place of business) after such proceeding is concluded; or (ii) during a pending court proceeding or arbitration commenced regarding your domain name unless the party to whom the domain name registration is being transferred agrees, in writing, to be bound by the decision of the court or arbitrator. We reserve the right to cancel any transfer of a domain name registration to another holder that is made in violation of this subparagraph.
b. Changing Registrars. You may not transfer your domain name registration to another registrar during a pending administrative proceeding brought pursuant to Paragraph 4 or for a period of fifteen (15) business days (as observed in the location of our principal place of business) after such proceeding is concluded. You may transfer administration of your domain name registration to another registrar during a pending court action or arbitration, provided that the domain name you have registered with us shall continue to be subject to the proceedings commenced against you in accordance with the terms of this Policy. In the event that you transfer a domain name registration to us during the pendency of a court action or arbitration, such dispute shall remain subject to the domain name dispute policy of the registrar from which the domain name registration was transferred.
9. Policy Modifications.
We reserve the right to modify this Policy at any time with the permission of ICANN. We will post our revised Policy at <URL> at least thirty (30) calendar days before it becomes effective. Unless this Policy has already been invoked by the submission of a complaint to a Provider, in which event the version of the Policy in effect at the time it was invoked will apply to you until the dispute is over, all such changes will be binding upon you with respect to any domain name registration dispute, whether the dispute arose before, on or after the effective date of our change. In the event that you object to a change in this Policy, your sole remedy is to cancel your domain name registration with us, provided that you will not be entitled to a refund of any fees you paid to us. The revised Policy will apply to you until you cancel your domain name registration.
4. UiBS Subscription, License, Service and Support Agreement
This Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription, License, Service and Support you purchase or renewal, you individually ("you" or "your"), and UiBS United Business Solutions Limited ("UIBS", "we", "us", or "our"). It consists of the terms and conditions below, as well as the third-party Online Services Terms, the SLAs, and the Offer Details for your Subscription, License or Service or Support or renewal (together, the "agreement"). It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription, License or Service or Support is renewed as applicable. Definitions are defined in Operative Provisions 1.
The Company has agreed to grant the Licensee a non-exclusive licence to use the computer software programs and services as listed in the invoice and to provide certain services to the Licensee in respect of delivery, technical support and training upon the terms and conditions of this agreement.
- In this agreement unless the context otherwise requires:
“Acceptance Date” means the date the Licensee is deemed to have accepted the Licensed Program Materials in accordance with clause 5.3. below
“Actual Delivery Date” means the actual date that the Licensed Program Materials are delivered by the Company in accordance with clause 4 below
“Additional Charges” means the charges at the Company’s rates from time to time for work undertaken on a time and materials basis
“Delivery Date” means the estimated date for the delivery of the Licensed Program Materials set out in the Schedule
“Designated Equipment” means the machine identified by type and serial number in the Schedule
“License Activation Key” means an alphanumerical key, which is issued by the Company and is made accessible to the Licensee for the exclusive use of the Licensed Programs according to the terms of this agreement.
“License Fee” means the fee for the license and Services set out in the Schedule as the same may be varied in accordance with clause 3.2. below
“Licensed Programs” means the software programs in object code form identified by title and reference number in the Schedule including any New Release of the same made or issued pursuant to clause 6 below
“Licensed Program Materials” means the Licensed Programs or Program Documentation if any.
“New Release” means any improved modified or corrected version of any of the Licensed Programs from time to time issued by the Company pursuant to clause 6 below
“Place of Use” means that part of the premises at the Site where the Designated Equipment is installed and operated
“Program Specifications” means the technical specifications from time to time published by the Company in respect of the Licensed Programs
“Response Time” means either of the response times for category C Technical Support set out in clause 6.4. below
“Services” means the provision of delivery Technical Support and training services in accordance with respectively clauses 4, 6 and 14 below
“Site” means the address or domain name address and/or server for delivery and/or installation of the Licensed Program Materials specified by the Licensee and set out in the Schedule
“Technical Support” means the provision of such categories of technical support in accordance with clause 6 below as shall be specified in respect of each of the Licensed Programs in the Schedule
“Trial Period” means the period set out in clause 5.1. below during with the Licensee can Use the Licensed Programs free of charge
“Third-Party” means our suppliers such as Microsoft Corporation, HP, CISCO and or others.
“Use” means the installation of the Licensed Programs or (where in machine readable form) the License Activation Key into the Designated Equipment for the processing of the instructions contained in the Licensed Programs
- The Company shall under no circumstances be bound to communicate any source codes to the Licensed Programs.
- The License Fee set out in the Schedule is based upon the Company’s current list prices.The Company shall be entitled by notice served upon the Licensee to vary the Purchase Price upwards or downwards by reference to any variation in its current list prices at any time up to the 30th day before the Delivery Date and the License Fee set out in the Schedule shall upon receipt by the Licensee of any such notice accordingly be deemed to be amended.
- Upon receipt of a notice pursuant to clause 3.2. above the Licensee shall upon not less than 60 days’ notice to the Company be entitled to terminate this agreement.
- The Licence Fee (together with value added tax thereon) shall be levied by the Company yearly in advance with effect from the Acceptance Date and shall be payable by the Licensee within 30 days of receipt of the Company’s invoice therefore.
- The Company shall be entitled to vary the Licence Fee during the currency of this agreement upon giving not less than 30 days’ notice thereof to the Licensee.
- The Company reserves the right to charge the Licensee interest in respect of the late payment of any sum due under this agreement at the rate of 9 per cent per annum above the base rate from time to time of Bank of Cyprus Public Limited. from the due date therefor until payment.
- The Licensee shall supply in writing to the Company a detailed description of any fault requiring Technical Support within category C above and the circumstances in which it arose forthwith upon becoming aware of the same.
- The Response Time for category C Technical Support shall be either:
- Basic Service:between the hours of 8 am and 5:30 pm Monday through Friday (excluding bank and other public holidays).The Company shall use its reasonable endeavours to respond within 2 hours of receipt of a request.
- Quick Service:between the hours of 8 am and 8:00 pm Monday through Saturday (excluding bank and other public holidays).The Company shall use its reasonable endeavours to respond within 1 hours of receipt of a request.
- Technical Support shall not include the diagnosis and rectification of any fault resulting from:
- the improper use, operation or neglect of either the Licensed Program Materials, the License Activation Key or the Designated Equipment.
- the modification of the Licensed Programs or their merger (in whole or in part) with any other software;
- the use of the Licensed Programs on equipment other than the Designated Equipment;
- the failure by the Licensee to implement recommendations in respect of or solutions to faults previously advised by the Company;
- any repair adjustment alteration or modification of the Licensed Programs by any person other than the Company without the Company’s prior written consent;
- any breach by the Licensee of any of its obligations under any maintenance agreement in respect of the Designated Equipment;
- the Licensee’s failure to install and Use upon the Designated Equipment in substitution for the previous release any New Release of the Licensed Programs within 5 days of receipt of the same; or
- the use of the Licensed Programs for a purpose for which they were not designed.
- The Company shall upon request by the Licensee provide Technical Support notwithstanding that the faults from any of the circumstances described in clause 6.5 above.The Company shall in such circumstances be entitled to levy Additional Charges in the manner set out in clause 6.8. below.
- Without prejudice to clause 6.6. above, the Company shall be entitled to levy reasonable Additional Charges in the manner set out in clause 6.8. below if Technical Support is provided in circumstances where any reasonably skilled and competent data processing operator would have judged the Licensee’s request to have been unnecessary.
- Additional Charges shall be levied by the Company monthly in arrears and shall be payable by the Licensee (together with value added tax thereon) within 30 days of receipt of an invoice therefore.
- The Licensee shall:
- keep confidential the Licensed Program Materials, and the License Activation Key, and limit access to the same to those of its employees, agents and sub-Companys who either have a need to know or who are engaged in the Use of the Licensed Programs;
- reproduce on any copy (whether in machine readable or human readable form) of the Licensed Program Materials the Company’s copyright and trade mark notices;
- maintain an up-to-date written record of the number of copies of the Licensed Program Materials and their location and upon request forthwith produce such record to the Company; and
- without prejudice to the foregoing take all such other steps as shall from time to time be necessary to protect the confidential information and intellectual property rights of the Company in the Licensed Program Materials.
- The Licensee shall inform all relevant employees, agents and sub-Companys that the Licensed Program Materials constitute confidential information of the Company and that all intellectual property rights therein are the property of the Company and the Licensee shall take all such steps as shall be necessary to ensure compliance by its employees, agents and sub-Companys with the provisions of this clause 7.
- The Company shall have no liability to remedy a breach of warranty where such breach arises as a result of any of the circumstances described in clause 6.5. above.
- Without prejudice to the foregoing, the Company does not warrant that the Use of the Licensed Programs will meet the Licensee’s data processing requirement or that the operation of the Licensed Programs will be uninterrupted or error-free.
- Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise in respect of the Licensed Program Materials and the provision of the Services are hereby excluded.
- Any act or omission on the part of the Company or its employees agents or sub-Companys failing within clause 11.1. above shall for the purpose of this clause 11 be known as an “Event of Default”.
- The Company shall not be liable to the Licensee in respect of any Event of Default for loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Licensee as a result of an action brought by a third party), even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Licensee incurring the same.
- If a number of Events of Default give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under this agreement.
- The Licensee hereby agrees to afford the Company not less than 5 days in which to remedy any Event of Default hereunder.
- The Company shall have no liability to the Licensee in respect of any Event of Default unless the Licensee shall have served notice of the same upon the Company within 2 months of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.
- Irrespective of the foregoing, the Company shall not be liable to the Licensee in respect of any interruption to the system or program operation or any direct or indirect, incidental or consequential damage or economic loss caused by:
- the use of a third party’s software programs;
- any virus program or other program at any time in the future, irrespective of the source or cause of such virus program; or
- other violations or breaches to the Licensed Programs, the Designated Equipment, or other software programs and hardware of the Licensee irrespective of the source or cause of such violation or breach.
- Each of the parties undertakes to the other to take all such steps as shall from time to time be necessary to ensure compliance with the provisions of clause 13.1. above by its employees, agents and sub-Companys.
- Grant of license and provision of services
- The Company, consideration of the payment by the Licensee of the License Fee in accordance with clause 3 below hereby:
- grants to the Licensee a non-exclusive license to Use the License Activation Key, the Licensed Programs upon the Designated Equipment; and
- undertakes to the Licensee to provide the Services upon the terms and conditions of this agreement.
- Licence Fee
- The Licence Fee shall include the cost of:
- the delivery of the Licensed Program Materials and any New Release thereof to the Site; and
- the provision of the Services.
- The Company shall use all reasonable endeavours to deliver one copy of each of the Licensed Programs to the Site on the Delivery Date or as soon thereafter as is possible.
- If the Company shall fail to deliver the Licensed Program Materials within 30 days of the Delivery Date the Licensee shall be entitled, after consultation with the Company, to specify by notice to the Company such revised delivery date as it shall in its reasonable opinion think fit making time of the essence.
- Installation testing and acceptance
- The Licensee shall install the Licensed Programs on the Designated Equipment and shall be entitled free of charge for a period of 5 days from the Actual Delivery Date to Use the Licensed Programs not for the purpose of its trade or business but solely for the purpose of assessing whether the same meet its requirements.
- If during the Trial Period the Licensee shall decide that the Licensed Program Materials do not meet its requirements then the Licensee shall be entitled by 5 days’ notice upon the Company to terminate this agreement.Upon any such termination the provisions of clause 17.3. below shall apply.
- If the Licensee does not terminate this agreement by notice pursuant to clause 5.2. above or if during the Trial Period it shall Use the Licensed Programs for the purposes of its trade or business then (in either case) with effect from the day next following the expiration of the Trial Period the Licensee shall be deemed to have accepted the Licensed Program Materials.
- Technical Support
- With effect from the Acceptance Date and for the duration of this agreement, the Company shall provide in respect of each of the Licensed Programs such category of Technical Support within such Response Time as shall be indicated in the Schedule.
- Technical Support shall comprise all or any of the following categories:
- advice by telephone or post on the Use of the Licensed Programs (category “A”);
- information and advice by telephone or post on forthcoming New Releases of the Licensed Programs (category “B”);
- upon request by the Licensee, the diagnosis of faults in the Licensed Programs and the rectification of such faults (remotely or by attendance on Site as determined by the Company) by the issue of fixes in respect of the Licensed Programs (category “C”);
- the creation and dispatch to the Licensee from time to time at the Company’s sole discretion of fixed in respect of the Licensed Programs (category “D”);
- the creation and dispatch to the Licensee from time to time at the Company’s sole discretion of a New Release of the Licensed Programs (category “E”); or
- no Technical Support entitlement (category “F”).
- Property and confidentiality in the licensed program materials
- The Licensed Program Materials contain confidential information of the Company and all copyright, trade marks and other intellectual property rights in the Licensed Program Materials and the License Activation Key are the exclusive property of the Company.
- The Licensee shall not:
- save as provided in clause 8 below make back-up copies of the Licensed Program Materials;
- reverse compile, copy or adapt the whole or any part of the Licensed Program Materials;
- assign transfer, sell, lease, rent, charge or otherwise deal in or encumber the Licensed Program Materials or use the Licensed Program Materials on behalf of any third party or make available the same to any third party; or
- remove or alter any copyright or other proprietary notice on any of the Licensed Program Materials.
- Copying of the licensed program materials
- The Licensee shall be entitled to make one back-up copy of each of the Licensed Programs.Any such copy shall in all respects be subject to the terms and conditions of this agreement and shall be deemed to form part of the Licensed Programs.
- The Licensee shall not be entitled to copy in whole or in part any Program Documentation.
- Use of non-designated equipment and relocation of the designated equipment
- If the Designated Equipment is for any reason inoperable, the Licensee shall be entitled without extra charge to use the Licensed Programs upon such alternative machine under the control of the Licensee as the Company shall approve (such approval not to be unreasonably withheld or delayed), until such time as the Designated Equipment once more becomes operable which fact shall be promptly notified to the Company.
- The Licensee shall not be entitled to replace the Designated Equipment or permanently transfer the Licensed Program Materials from the Designated Equipment without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed).
- If the Licensee shall move the Designated Equipment from the Site to a new location then, without prejudice to the provisions of clause 3.3 above, the Company shall be entitled to make such reasonable increase to the License Fee as shall be necessary to take account of any increased costs that it shall incur in providing Technical Support at the new location.
- Warranty and liability
- Subject to the exceptions set out in clause 10.4. below and the limitations upon its liability in clause 11 below, the Company warrants that:
- its title to and property in the Licensed Program Materials and that it has the right power and authority to license the same upon the terms and conditions of this agreement; and
- it will perform the Services with reasonable care and skill.
- Limitation of liability
- The following provisions set out the Company’s entire liability (including any liability for the acts and omissions of its employees, agents and sub-Companys) to the Licensee in respect of:
- any breach of its contractual obligations arising under the agreement; and
- any representation, statement or tortuous act or omission, including negligence arising under or in connection with this agreement.
- Risk in the licensed program materials
- Risk in the Licensed Program Materials will pass to the Licensee upon the Actual Delivery Date.If subsequently the Licensed Program Materials are (in whole or in part) destroyed, damaged or lost, the Company will, upon request replace the same subject to the Licensee paying its then prevailing charges.
- Each of the parties hereto undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into of this agreement save that which is:
- trivial or obvious;
- already in its possession other than as a result of a breach of this clause; or
- in the public domain other than as a result of a breach of this clause.
- The Company shall provide to the Licensee commencing upon the Acceptance Date the training services to be included in the License Fee and set out in the Schedule.
- Any additional training services requested by the Licensee shall be provided by the Company for additional Charges levied on the basis set out in clause 6.8. above.
- Duration of agreement
- The agreement shall continue until terminated in accordance with the provisions of clause 17 below.
- Licensee’s representatives
- The Licensee shall communicate to the Company upon the date hereof the identity of the person(s) or the department within its undertaking at the Site who shall act as the sole contact point and channel of communication for the provision by the Company of the Services during the currency of this agreement.The Licensee shall forthwith inform the Company of any change in the identity of any such person(s) or department.
- This agreement may be terminated:
- by the Licensee upon giving not less than 180 days’ notice to the Company;
- forthwith by the Company if the Licensee fails to pay any sum due hereunder within 30 days of the due date therefore;
- forthwith by either party if the other commits any material breach of any term of this agreement (other than one falling within 17.1.2. above) and which (in the case of a breach capable of being remedied) shall not have been remedied within 30 days of a written request to remedy the same.
- Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
- Within 5 days of the termination of this agreement (howsoever and by whomsoever occasioned) the Licensee shall at the Licensor’s sole option either return all copies of the Licensed Program Materials in its possession or control or shall destroy all copies of the Licensed Program Materials in its possession or control and a duly authorized officer of the Licensee shall certify in writing to the Company that the Licensee has complied with its obligation as aforesaid.
- The Documentation provided by the Company to the Licensee hereunder is the copyright of the Company and contains confidential information of the Company or other third parties.
- The Licensee shall take all such steps as shall be necessary to protect the Company’s, or other third parties’, copyright and confidential information in the Documentation and, without prejudice to the generality of the foregoing, shall not copy or reproduce the same nor distribute sell or disclose the contents of the same to any third party without the prior consent of the Company or such other third party.
- The Licensee undertakes to the Company to make its employees, agents and sub-Companies aware of the provisions of this clause 18 and to use its best endeavoursy to ensure compliance by its said employees, agents or sub-Companies with the obligations set out in clause 18.2. above.
- The Licensee intends to connect and/or attach the Licensed Programs and/or the Designated Equipment to an ISP telecommunications network (“the Network”) and shall be responsible for:
- where necessary obtaining the consent of the owner of the Network (“the Owner”) for the connection of the Licensed Programs and/or the Equipment to the Network;
- purchasing and installing all equipment necessary to make the said connections to the Network;
- paying all charges from time to time levied by the Owner for connection to the Network; and
- at all times complying with such technical and other regulations that the Owner shall impose as a condition of connection to the Network.
- The Company reserves to itself the right to make such alterations, modifications or additions to the Licensed Programs, at the Purchaser’s expense, that may be required for the Licensed Programs and/or the Designated Equipment to be connected to the Network.
- The Company shall not be liable for any loss or damage resulting from the acts or omissions of the Owner or the breach by the Licensee of its obligations under clause 19.1. above.
- Access to the place of use
- The Licensee shall allow the Company including its employees, agents and sub-Companies such reasonable access (including remote access) to the Place of Use and the Designated Equipment as it shall from time to time require to perform its obligations under this agreement.
- Force majeure
- With the exception of the obligations of the Licensee for the payment of the License Fee, neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires strikes (of its own or other employees), insurrection or riots, embargoes container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
- Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.
- If a default due to an Event of Force Majeure shall continue for more than 2 weeks then the party not in default shall be entitled to terminate this agreement.Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.
- The waiver by either party of a breach or default of any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.
- Invalidity and severability
- If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement, and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.The parties hereby agree to attempt to substitute for any invalid or unenforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
- Entire agreement
- The Company shall not be liable to the Licensee for loss arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of execution of this agreement.
- The Licensee accepts that the Licensed Program Materials were not designed and produced to its individual requirements and that it was responsible for their selection.
- This agreement shall be binding upon and endure for the benefit of the successors in title of the parties hereto.
- Assignment and sub-licensing
- The Licensee shall not be entitled to assign or otherwise transfer this agreement, nor all or any of its rights or obligations hereunder, nor sub-license the use (in whole or in part) of the Licensed Program Materials without the prior written consent of the Company.
- Save insofar as otherwise expressly provided all amounts stated in this agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefore.
- Headings to clauses in this agreement are for the purpose of information and identification only and shall not be construed as forming part of this agreement.
- This agreement shall be governed by and construed in accordance with the Laws of Cyprus and the parties hereto agree to submit to the jurisdiction of the District Court of Nicosia.