Effective date: December 03, 2018
The dokspot Service Agreement regulates 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 Zürich, Switzerland (in the following referred to as ‘dokspot’).
1.1. Purpose The SERVICE is provided for digital communication of information related to the use of a CLIENT product or service. dokspot will provide CLIENT with access to the SERVICE and provide support pertaining to the use of the SERVICE.
1.2. Changes to SERVICE dokspot may elect to update or otherwise modify the SERVICE at any time provided the provisions of article 4 of the dokspot Service Agreement are maintained.
2. Term and Termination
2.1. The dokspot Service Agreement takes effect with registration of the CLIENT on the SERVICE.
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 30 days before the end of the subscription period.
2.3. If not terminated at least 30 days in advance, the subscription is renewed automatically for another subscription period.
2.4. After termination CLIENT has the right to request from dokspot 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 access to the SERVICE.
3. Compliance with regulations and confidential information
Each party shall comply with applicable laws and regulations. No personal data shall be communicated via the SERVICE. Each party will take the technical and organisational security measures, including confidentiality, as required by applicable laws.
4. dokspot responsibilities
dokspot maintains the SERVICE and ensures accessibility for CLIENT and third parties. Specifically dokspot represents and warrants that:
4.1. SERVICE meets the requirements for EU commission regulation 207/2012.
4.2. The SERVICE uptime is optimized.
4.3. SERVICE access for designated CLIENT users.
4.4. Ensure SERVICE access for third parties to CLIENT content.
4.5. Ensure the function and maintenance of the SERVICE.
4.6. Ensure that CLIENT content on the SERVICE is not altered or changed by third parties.
5. CLIENT responsibilities
CLIENT represents and warrants
5.1. to manage and keep up to date all CLIENT related content on the SERVICE
5.2. that the content uploaded to the SERVICE relates to the purpose of the SERVICE (as defined under 1.1);
5.3. that It has the necessary rights to publish the content and to maintain it on the SERVICE;
5.4. that the content complies with the applicable laws and regulations, and is not offensive.
5.5. if applicable, the function and availability of any designated, client owned URL link to the SERVICE.
5.6. dokspot has the right to block any content in breach with the present clause without prior consultation of CLIENT.
6. Guarantee of service
In the event that dokspot ceases to exist as a supplier of the SERVICE, or ceases the SERVICE, dokspot 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 dokspot to CLIENT.
7.1. CLIENT agrees to pay subscription fees according to the dokspot subscription fee structure.
7.2. dokspot guarantees to CLIENT that subscription fees will not change for 24 months following the registration of the client on the SERVICE.
7.3. dokspot 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, dokspot is entitled to
7.5.1. block CLIENT access to the SERVICE 20 days after payment due date
7.5.2. block third party access to CLIENT content on the SERVICE 180 days after payment due date
7.6. If payment of subscription fees is overdue more then 20 days, dokspot has no obligation towards CLIENT to ensure the responsibilities listed under article 4. of this service agreement.
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. dokspot does not have or obtain any rights on the content uploaded to the SERVICE by CLIENT.
9. dokspot proprietary rights
dokspot grants CLIENT a license to use dokspot proprietary rights. This license is limited to the use of the SERVICE. dokspot 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.dokspot 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. dokspot does not make any claim in regard to delivery of content through the SERVICE to third parties. It is the sole responsibility an liability of CLIENT to evaluate if the dokspot responsibilities described in article 4 of the dokspot Service Agreement meet requirements for sufficient information pertaining the use of CLIENT product or service by third parties.
10.3. CLIENT specifically acknowledges that neither dokspot nor the SERVICE do in any way relieve CLIENT from the responsibility and liability of ensuring the intended use of CLIENT product or service.
10.4. CLIENT maintains full responsibility and liability to evaluate and decide which means are required to sufficiently communicate instructions for the CLIENT product or service.
10.5. dokspot liability is limited to the annual subscription fee paid by CLIENT, except in cases of gross negligence and willful intent. dokspot is not under any circumstances held to compensate any consequential or indirect damages such as a loss of turnover or profit.
CLIENT agrees to indemnify, defend, and hold harmless dokspot 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 this service agreement 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.
Entire Agreement. The dokspot Service Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and agreements, whether written or oral, of the parties, relating to such subject matter.
Transfer of registration. dokspot is entitled to transfer the CLIENT registration or any rights and obligations thereof to any company taking over its business provided the dokspot responsibilities defined in article 4 of the dokspot Service Agreement 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.
Governing Law; Venue. Any dispute arising from this agreement shall be governed by the laws of Switzerland and the exclusive place of jurisdiction shall be the city of Zurich, Switzerland.