General Terms and Conditions of Use of Glew.io
These General Terms and Conditions of Use together with the Order Confirmation and Special Terms (as defined in the Order Confirmation), if any, constitute the entire “Agreement” between the parties. This Agreement shall govern Customer’s access to and use of Glew.io (as defined below) and the Torus Sphere products and services purchased by Customer as listed in the Order Confirmation (collectively, “Glew.io”). Glew.io is a subscription provided by Torus Sphere and its third party providers, as applicable, on and through the domain and sub-domains of Torus Sphere. To the extent of any inconsistency between the Terms and Conditions, Special Terms and the Order Confirmation, the Special Terms shall control, followed by the Terms and Conditions and then the Order Confirmation, unless otherwise agreed by the parties.
- Right of Use
2.2 Customers who are marketing agencies may use Glew.io on behalf of their clients but only if all of the following conditions are met: (i) Customer agrees that Torus Sphere and its licensors and/or providers are not parties to the agreement between Customer and its client; (ii) Customer’s payment obligations pursuant to this Agreement are not dependent upon receiving payment from Customer’s clients; (iii) Customer must obtain client’s credentials for authorizing Customer to provide client information as necessary for Torus Sphere to perform under this Agreement; (iv) the agreement between Customer and its clients is at least as restrictive and protective of Torus Sphere’s and its licensors’ and/or its providers’ rights as this Agreement. Customer shall be solely responsible for and shall comply with all laws, rules, regulations and directives in delivering and providing the Customer’s agency services, including but not limited to, any laws regarding privacy and the use and disclosure of personal data and any advertising and/or marketing laws.
Customer shall be responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use Glew.io and for paying all third-party fees and access charges incurred while using Glew.io.
- Account and Password
Customer will receive credentials to log in to Glew.io. Customer shall have sole responsibility for all activities relating to such Customer’s account and shall immediately inform Torus Sphere of any unauthorized use of the Customer’s account.
- Third Party Data Sources
Glew.io includes links to third party data sources. Customer is responsible for evaluating whether to access or use a Third Party Data Source and agrees to be bound by any applicable terms found therein. Torus Sphere does not screen, audit or endorse any Third Party Data Source. Customer agrees it will not copy, reproduce, distribute, transmit, broadcast, modify, display, sell, license or otherwise exploit Third Party Data Sources except in strict compliance with the rights, if any, granted to Customer by any third party. Customer warrants that all content uploaded and distributed via Glew.io by Customer shall comply with all applicable law. Torus Sphere will terminate the account of any Customer, and block access of any user, who infringes any Torus Sphere or third party intellectual property right.
- Term & Fees
6.1 Subscriber agrees to a 12-month term, effective beginning the date of first payment.
6.2 If you have purchased a paid Service, you are expressly agreeing that Company is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with Company in connection with your use of Glew.io and Services and that the fees will be billed to the credit card you provide in accordance
with the billing terms in effect at the time a fee or charge is due and payable. Subscription fees are payable in U.S. Dollars and based on Services purchased and not on actual usage. You will provide Company with valid and updated credit card information and you authorize Company to charge such credit card for all purchased subscriptions and renewals. Refer to table for monthly subscription fee schedule.
6.3 Unless otherwise stated, Torus Sphere’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchase of Glew.io. If Torus Sphere has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Torus Sphere with a valid tax exemption certificate from the appropriate taxing authority.
6.4 If Customer is in breach of this Section, Torus Sphere shall be entitled to charge default interest on the outstanding fees in the maximum amount allowable by law and/or suspend or terminate access to Glew.io at its sole option, with or without notice to Customer. Additional claims for payment default remain reserved.
6.5 In the event Torus Sphere materially breaches this Agreement, and such breach remains uncured for a period of thirty (30) days after notice from Customer, Customer shall be entitled to a pro-rata refund for the portion of the then-current term that has been pre-paid and is subject to the material breach and remains uncured.
6.6 Automatic Renewal
The Glew.io subscription will automatically renew for additional one year, successive subscription periods unless you terminate your subscription prior to the next renewal period. You acknowledge and agree that Company will automatically charge your credit card on record with Company for the then-current subscription period upon the commencement of any renewal period. You may terminate your subscription following the full duration of your 12-month subscription, with at least thirty (30) days with written notice prior to the automatic renewal.
- Intellectual Property
Subject to applicable law, the content of Glew.io, except for the content created by users and third parties if any, including without limitation, software, code, forms, text and other materials, trademarks, service marks or logos contained therein (“Marks”), are owned by or licensed to Torus Sphere. Customer’s use of Glew.io is limited to the rights granted to Customer under this Agreement and Torus Sphere reserves all rights not expressly granted herein.
- Liability and Warranty
8.1 To the maximum extent permitted by applicable law, either party’s total, aggregate liability arising out of or in connection with this Agreement shall in no event exceed the total amount of payments due by Customer to Torus Sphere during the initial term or the then applicable renewal term of the Agreement.
8.2 To the maximum extent permitted by applicable law, in no event shall either party be liable for any, indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with this Agreement. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
8.3 Torus Sphere warrants that it has the legal power and authority to enter into this Agreement. Except as provided herein, Torus Sphere provides Glew.io “as is” without any warranty or condition of any kind, express or implied. Torus Sphere does not guarantee uninterrupted, secure or error-free operation of Glew.io. Torus Sphere makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through Glew.io. No information obtained from Torus Sphere or through Glew.io, whether oral or written, shall create any warranty not expressly stated in this Agreement.
- Operating Hours and System Maintenance
Torus Sphere shall use commercially reasonable efforts to ensure that the Customer receives uninterrupted and continuing service throughout the term of the Agreement. Torus Sphere may need to carry out routine maintenance or urgent maintenance or Glew.io may become unavailable for reasons not within Torus Sphere’s control. In such case, Torus Sphere shall use commercially reasonable efforts to inform the Customer of any downtime and restore Glew.io as soon as reasonably practicable.
- Additional Provisions
10.1 The Agreement will be governed by and interpreted in accordance with the laws of the state of Delaware. To the extent allowed by law, Customer irrevocably agrees all disputes arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The language of the arbitral proceedings shall be English (or as determined between the parties). Judgment upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator is authorized to include in the award an allocation to any party of such costs and expenses, including reasonable attorneys’ fees, as the arbitrator shall deem reasonable.
10.2 A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision.
10.3 Invalidity of any specific provision of this Agreement shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid provision, which comes as close as possible to the intent of the invalid provision.
10.4 Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that both parties may assign this Agreement in whole without the other party’s prior consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement.
10.5 Both parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties in regards to the subject matter herein. Any other terms and conditions, including, without limitation, terms and conditions on or attached to a purchase order, vendor registration documents, tenders or request for proposals are void and shall be of no force and effect regardless of whether they are delivered to Torus Sphere prior to, concurrently, or after the execution of this Agreement. Performance by Torus Sphere with respect to Glew.io shall not constitute acceptance of any additional or alternative terms and conditions nor shall a failure to act on said additional terms and conditions constitute acceptance of the provisions contained therein.
10.6 This Agreement may only be amended in writing signed by authorized representative of both parties.
10.7 Customer and Torus Sphere agree that notices may be sent by electronic mail, to the electronic mail address indicated on the Order Confirmation, or then-current electronic mail address provided by a party to the other party and designated as the proper electronic mail address, and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communication will satisfy any legal communication requirements, including all such communication required by applicable laws to be in writing.
Revised Version: 2018