Terms of Service

Effective date: June 25, 2020

The Terms of Service (in the following referred to as ‘TERMS’) regulate the use of the dokspot service (in the following referred to as ‘SERVICE’) through clients (in the following referred to as ‘CLIENT’) of dokspot GmbH, Freudenbergstrasse 101, 8044 Zurich, Switzerland (in the following referred to as ‘SUPPLIER’).

1

SERVICE

1.1

Purpose: The Service is provided for digital communication of information related to the use of a Client product or service. Supplier will provide Client with login access to the Service and provide support pertaining to the use of the Service.

1.2

Changes to Service: Supplier may elect to update or otherwise modify the Service at any time provided the provisions of article 4 of the Terms are maintained.

2

TERM AND TERMINATION

2.1

The Terms take effect with registration of Client on the Service or upon agreement between the Parties.

2.2

Either party may terminate the use of the Service for the end of a subscription period. The termination must be received in writing at least 90 days before the end of the subscription period.

2.3

If not terminated at least 90 days in advance, the subscription is renewed automatically for another subscription period.

2.4

After termination Client has the right to request from Supplier to maintain Client content on the Service for a period of maximal 24 month in the status at termination date. A post subscription fee applies for the requested period. During the post subscription period Client has no login access to the Service.

3

COMPLIANCE WITH REGULATIONS AND CONFIDENTIAL INFORMATION

3.1

Each party shall comply with applicable laws and regulations. Neither Supplier nor Client shall communicate personal data via the Service. Each party will take the technical and organisational security measures, including confidentiality, as required by applicable laws.

4

SUPPLIER RESPONSIBILITIES

 

Supplier represents and warrants that the Service meets the requirements of EU commission regulation 207/2012, Article 7, subject to Client fulfilling the responsibilities set forth under article 5 of the Terms. Specifically Supplier takes all reasonable measures to:

4.1

optimize the availability of the Service.

4.2

protect Client data on the Service.

4.3

backup Client data on the Service periodically.

4.4

maintain a process allowing restoration of Client data on the Service.

4.5

maintain a high quality level of the Service performance.

4.6

adapt the Service to regulatory and technology changes.

5

CLIENT RESPONSIBILITIES

 

Client represents and warrants

5.1

to ensure the internet connection to the Service is maintained and protected.

5.2

to manage and keep up to date all Client related content on the Service.

5.3

that the content uploaded to the Service relates to the purpose of the Service (as defined under 1.1).

5.4

that It has the necessary rights to publish the content and to maintain it on the Service.

5.5

that the content complies with the applicable laws and regulations.

5.6

if applicable, the function and availability of any designated, client owned URL link to the Service.

5.7

that Supplier has the right to block any Client content in breach with the present clause without prior consultation of Client.

6

GUARANTEE OF SERVICE

 

In the event that Supplier ceases to exist as a supplier of the Service, or ceases the Service, Supplier represents and warrants

6.1

to maintain emergency funding to finance the operation of the Service for a period of minimum 18 months.

6.2

to maintain the Service for at least 18 months after a defunct notice from Supplier to Client.

7

FEES

7.1

Client agrees to pay subscription fees according to the subscription fee structure.

7.2

Supplier guarantees to Client that subscription fees will not change for 12 months following the registration of Client on the Service.

7.3

Supplier may change subscription fees at the end of the subscription period with 3 months prior notice to Client.

7.4

Fees are due at the beginning of the subscription period and payable for the complete subscription period within 30 days.

7.5

If Client fails to pay subscription fees, Supplier is entitled to

7.5.1

block Client login access to the Service 20 days after the payment due date

7.5.2

block third party access to Client content on the Service 180 days after the payment due date

7.6

If payment of subscription fees is overdue more than 20 days, Supplier has no obligation towards Client to ensure the responsibilities listed under article 4. of the Terms.

7.7

All Service subscription fees are exclusive taxes.

8

CLIENT PROPRIETARY RIGHTS

 

Client owns and continues to own all uploaded content including its features, patents, trademarks and other intellectual property rights therein, all copyrights as uploaded by Client and displayed on the Service. Supplier does not have or obtain any rights on the content uploaded to the Service by Client.

9

SUPPLIER PROPRIETARY RIGHTS

 

Supplier grants Client a license to use Supplier proprietary rights. This license is limited to the use of the Service. Supplier owns all rights, titles and interests to the Service, design, documentation and other features and parts thereof, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein related to the Service.

10

LIMITATION OF LIABILITY

10.1

Supplier is not liable in any way for the content Client uploads to the Service. It is the sole responsibility and liability of Client to ensure regulatory and legal compliance of the uploaded content.

10.2

Supplier does not make any claim in regard to delivery of content through the Service to third parties. It is the sole responsibility and liability of Client to evaluate if Supplier responsibilities described in article 4 of the Terms meet requirements for sufficient information.

   

10.3

Supplier works with leading quality suppliers to protect Client data and to optimize the availability of the Service. Supplier assumes 

responsibility for the selection of its suppliers and their services. Supplier shall not be held liable for non-performance of a qualified supplier.

10.4

Client specifically acknowledges that neither Supplier nor the Service do in any way relieve Client from the responsibility and liability of ensuring the intended use of Client product or service.

10.5

Client maintains full responsibility and liability to evaluate and decide which means are required to sufficiently communicate instructions for Client product or service.

10.6

Supplier liability is limited to the annual subscription fee paid by Client, except in cases of gross negligence and willful intent. Supplier is not under any circumstances held to compensate any consequential or indirect damages such as a loss of turnover or profit.

11

INDEMNIFICATION

 

Client agrees to indemnify, defend, and hold harmless Supplier and its employees from and against any claims asserted by any third party arising out of or due to Client content on the Service, Client breach of these Terms and Client use of the Service in violation of third party rights, including any intellectual property rights, or any applicable laws, or Client misuse of the Service.

12

MISCELLANEOUS

 

Transfer of registration. Supplier is entitled to transfer Client registration or any rights and obligations thereof to any company taking over its business provided Supplier responsibilities defined in article 4 of the Terms remain the same.

Impossibility of performance. Neither party shall be liable to the other party for any loss or damage due to delays or failure to perform resulting from events beyond the reasonable control of such party.

Severability. In the event that any provision in the contractual relationship is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the contractual relationship shall not in any way be affected or impaired thereby. In such case, the Parties shall replace the invalid or unenforceable provision by such valid and enforceable provision that best attains the same economic and legal effect.

Amendments. The terms of the contractual relationship may be amended only in writing by a document duly executed by all parties hereto.

Governing Law, Venue. Any dispute arising from the Terms shall be governed by the laws of Switzerland and the exclusive place of jurisdiction shall be the city of Zurich, Switzerland.