Thor Web Systems :: Terms and Conditions

Thor Web Systems End User License Agreement

IMPORTANT – PLEASE READ CAREFULLY

Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below:

Entering into this Agreement:
This End User License Agreement constitutes a valid and binding agreement between Thor Web Systems Software and you, as a user, for the use of the Thor Web Systems Software. You must enter into this Agreement by signing and returning this agreement by mail, or reply to the email where this is attached with your acknowledgement. You hereby agree and acknowledge that this Agreement covers all of your use of Thor Web Systems Software. Furthermore, continuing to use the Thor Web Systems Software you agree to be bound by the terms of this Agreement and any new versions hereof.

Electronic Signatures and Agreement(s):
You acknowledge and agree that you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Thor Web Systems Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

Jurisdiction’s Restrictions:
if you are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement.

Article 1 Definitions

In this Agreement the following capitalized definitions are being used, singular as well as plural.

1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Thor Web Systems. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.

1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.

1.3 Documentation: any online or otherwise enclosed documentation provided by Thor Web Systems.

1.4 Effective Date: the date on which this Agreement is entered into.

1.5 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the Thor Web Systems Software, the Documentation, the Thor Web Systems Website or the Thor Web Systems Promotional Materials.

1.6 Password: refers to a code you select, which, in combination with the User ID, gives you access to your web site.

1.7 Thor Web Systems Online Material: the Thor Web Systems banner available for download on the Thor Web Systems Website, consisting of a Thor Web Systems logo and a link to the Thor Web Systems Website.

1.8 Thor Web Systems Promotional Materials: any and all trademarks, names, signs, logos, banners, Thor Web Systems Online Material and any other materials, in whatever form, owned and/or used by Thor Web Systems for the promotion of its company, its products and activities.

1.9 Thor Web Systems Software: the software distributed by Thor Web Systems, including without limitation the Thor Web Systems API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.

1.10 Thor Web Systems Staff: the officers, directors, employees and agents of Thor Web Systems or its Affiliates, or any other persons hired by Thor Web Systems or its Affiliates.

1.11 Thor Web Systems Website: any and all elements, contents and the ‘look and feel’ of the website available – among other URL’s - under the URL www.ThorWebSystems.com.

1.12 Terms of Service: means the agreement between Thor Web Systems and you.

1.13 UI: the user interface of the Thor Web Systems Software.

1.14 User Account: refers to the account with User ID and Password that you create for your use of the Thor Web Systems Software.

1.15 User ID: refers to an identification code you selected, which in combination with the Password, gives access to your web site.

1.16 You: you, the end user of the Thor Web Systems Software, also used in the form “your” where applicable.

Article 2 License and Restrictions

2.1 License. Subject to the terms of this Agreement, Thor Web Systems hereby grants you a limited, non-exclusive, non-sub licensable, non-assignable; license to use the Thor Web Systems Software.

2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Thor Web Systems Software or any part thereof.

2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Thor Web Systems Software or any part thereof.

2.4 Third Parties. You acknowledge and agree that the Thor Web Systems Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the Thor Web Systems Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Thor Web Systems Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with Thor Web Systems or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Thor Web Systems or its Affiliates to enforce any of your rights.

2.5 New Versions of the Thor Web Systems Software. Thor Web Systems, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Thor Web Systems Software. You acknowledge and agree that Thor Web Systems has no obligation to make available to you any subsequent versions of the Thor Web Systems Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to use a new version of the Thor Web Systems Software. Furthermore, you acknowledge and agree that Thor Web Systems, in its sole discretion, may modify or discontinue or suspend your ability to use any version of the Thor Web Systems Software, and/or disable any Thor Web Systems Software you may already have accessed or installed without any notice to you, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where you, at Thor Web Systems’ discretion, are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Thor Web Systems will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the Thor Web Systems Software and (2) by the suspension or termination of the license or this Agreement by Thor Web Systems and/or by you.

2.6 Paid Services. This Agreement applies to installing and using the Thor Web Systems Software. The use of any paid services which may be offered by Thor Web Systems or its Affiliates, is subject to the additional Terms of Service that are published on the Thor Web Systems Website.

Article 3 Definitions to License Restrictions and Additional Terms

3.1 Distribution of Thor Web Systems Software. You are not allowed to distribute the Thor Web Systems Software under this Agreement.

3.2 Distribution of Thor Web Systems API. Under this Agreement you are not allowed to use the Thor Web Systems API in connection with applications that you (or any third party) distribute or intend to distribute. If you wish to distribute your application, which uses Thor Web Systems API, You will have to agree to and meet with the terms provided by Thor Web Systems.

3.3 Any other Exceptions. If you are interested in doing anything else than permitted under this Agreement, you will have to obtain Thor Web Systems’ previous written consent and explicitly agree upon any further (commercial) terms.

3.4 Thor Web Systems Promotional Materials. Nothing in this Agreement will give you any right to use the Thor Web Systems Promotional Materials.

Article 4 Confidentiality and Privacy

4.1 Thor Web Systems’ Confidential Information. You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding Thor Web Systems, its Affiliates, the Thor Web Systems Staff, the Thor Web Systems Software and the IP Rights, strictly confidential.

4.2 Your Confidential Information and Your Privacy. Thor Web Systems is committed to respecting your privacy and the confidentiality of your personal data. The “Privacy Policy” that is published on the Thor Web Systems Website at www.ThorWebSystems.com/privacy.aspx applies to the use of your personal data, the traffic data as well as the content contained in your communication(s). We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent and we use your information only as described in the Privacy Policy.

Article 5 IP Rights and Translations

5.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the Thor Web Systems Software are and shall remain the exclusive property of Thor Web Systems and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, you. You are only entitled to the limited use of the IP Rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the Thor Web Systems Software, but may be accessed through use of the Thor Web Systems Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

5.2 No Removal of Notices. You agree that you will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Thor Web Systems’ rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.

5.3 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by you of any information on or accessible through the Thor Web Systems Website or as otherwise requested of you by Thor Web Systems at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of Thor Web Systems without any compensation to you.

Article 6 Communication and Your Use of the Thor Web Systems Software

6.1 No Responsibility of Content. You acknowledge and understand that the content of the communication spread by the use of the Thor Web Systems Software is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. Thor Web Systems will not be liable for any type of communication spread by means of the Thor Web Systems Software.

6.2 Lawful purposes. You acknowledge and agree to use the Thor Web Systems Software solely for lawful purposes. In this respect you may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for you, (b) use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Thor Web Systems Software, (c) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.

Article 7 Term and (Consequences of) Termination

7.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Thor Web Systems or you as set forth below.

7.2 Termination by Thor Web Systems. Without limiting other remedies, Thor Web Systems may limit, suspend, or terminate this license and your use of Thor Web Systems Software with immediate effect, if we think that you are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Thor Web Systems shall effect such termination by providing notice to you to the email address you have provided, and/or by preventing your access to the respective User Account.

7.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that you will meet with the conditions as set forth in Article 8.4 below.

7.4 Consequences of Termination. Upon termination of this Agreement, you (a) acknowledge and agree that all licenses and rights to use the Thor Web Systems Software shall terminate, and (b) will cease any and all use of the Thor Web Systems Software, and (c) will remove the Thor Web Systems Software from all hard drives, networks and other storage media and destroy all copies of the Thor Web Systems Software in your possession or under your control.

7.5 No liability. Thor Web Systems will not be liable in relation to any damage caused by the termination of this Agreement.

Article 8 Your Representations and Warranties; Indemnification of Thor Web
Systems

8.1 Representations. You represent and warrant that you are authorized to enter into this Agreement and comply with its terms. Furthermore, you represent and warrant that you will at any and all times meet with your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Thor Web Systems Software.

8.2 Indemnification. You agree to indemnify, defend and hold Thor Web Systems, Affiliates and the Thor Web Systems Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the Thor Web Systems Software, or (d) use and/or modification of the Thor Web Systems API or (e) communication spread by means of the Thor Web Systems Software.

Article 9 Disclaimer of Warranties

9.1 No warranties. THE THOR WEB SYSTEMS SOFTWARE IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; THOR WEB SYSTEMS DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE THOR WEB SYSTEMS SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. THOR WEB SYSTEMS FURTHER DOES NOT REPRESENT OR WARRANT THAT THE THOR WEB SYSTEMS SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES THOR WEB SYSTEMS WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE THOR WEB SYSTEMS SOFTWARE.

9.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the Thor Web Systems Software remains with you, to the maximum extent permitted by law.

9.3 Jurisdiction’s Limitations. Some jurisdictions may not allow some of the exclusions or limitations as set forth above. In such event the liability will be limited as far as legally possible under the applicable legislation.

Article 10 Limitation of Liability

10.1 No Liability. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT THOR WEB SYSTEMS, ITS AFFILIATES AND THE THOR WEB SYSTEMS STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE THOR WEB SYSTEMS SOFTWARE, AS SET FORTH BELOW.

10.2 Limitation of Liability. IN NO EVENT SHALL THOR WEB SYSTEMS, ITS AFFILIATES OR THE THOR WEB SYSTEMS STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE THOR WEB SYSTEMS SOFTWARE, EVEN IF THOR WEB SYSTEMS, ITS AFFILIATES OR THE THOR WEB SYSTEMS STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE THOR WEB SYSTEMS SOFTWARE IS TO DEINSTALL AND CEASE USE OF SUCH THOR WEB SYSTEMS SOFTWARE.

10.4 Jurisdiction’s Limitations. Some jurisdictions may not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to you. In such event the liability will be limited as far as legally possible under the applicable legislation.

Article 11 General Provisions

11.1 New versions of the Agreement. Thor Web Systems reserves the right to modify this Agreement at any time by providing such revised Agreement to you or by publishing the revised Agreement on the Thor Web Systems Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to you. Your continued use of the Thor Web Systems Software after expiry of the notice period of thirty (30) days shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement. You can find the latest version of this Agreement at www.ThorWebSystems.com/Terms.aspx. Thor Web Systems reserves the right to make changes to this Agreement from time to time.

11.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between you and Thor Web Systems with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.

11.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.

11.4 No waiver. The failure of Thor Web Systems at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by Thor Web Systems.

11.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.

11.6 Assignment by Thor Web Systems. Thor Web Systems is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.

11.7 Applicable Law. This Agreement shall be governed by and construed in accordance with applicable laws without giving effect to the conflict of laws or provisions of your actual state or country of residence.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY ACCEPTING THIS AGREEMENT AND CONTINUING TO USE THE THOR WEB SYSTEMS SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO THOR WEB SYSTEMS THE RIGHTS SET FORTH HEREIN.