These Terms of Service ("Agreement") cover your direct and indirect use of and access to the software, design, applications, tools, features, cloud computing, server, virtual private server, dashboard, back-end, front-end, sites, templates, report, notifications, products, digital and online marketing activities as well as the whole software suite of online business productivity and marketing software and its related services (collectively "Services" or "Service") provided by Purple Gateway Ltd ("iCleverWeb" , "We", "Us" or "Our").
By making a purchase, or by making the first payment, or by placing an order, or by signing up to Our Services, or by creating an account, you ("Customer" , "You" or "Your") are agreeing to be bound by the following Agreement.
It is important that you read the Agreement carefully and in full before ordering any Services from Purple Gateway.
If you do not agree to this Agreement, you will not be able to order any Services from Purple Gateway.
Definitions
"Services" means the services or products provided by Purple Gateway.
"iCleverWeb" , "We", "Us" or "Our" means Purple Gateway Ltd a company registered in England and Wales under company number 09443628 and our registered office is at , London, Concorde House, Grenville Place,, United Kingdom.
"You" , "Customer" or "Your" means the person or company who purchases Services from Purple Gateway.
"User Account" A user account is an established technique for connecting an individual and an information service, it is comprised of a username (email address), password and any information related to the user. It is mandatory to signing up for the Services by creating a User Account.
"Order" means a request made by the Customer in any form such as phone call, mail, e-mail, webpage, in person, etc. for services or product to be supplied under the terms of this Agreement.
"Software" means Purple Gateway software We provide to You as part of the Services for use with the Services.
"Software License" is a non-exclusive, non-transferable license to use the Purple Gateway software such as Customer Relationship Management (CRM), Enterprise Resource Planning (ERP), Web Content Management (WCM), Digital Store Management (DSM), Email Marketing Management (EMM), Sms Marketing Management (SMM), Partner Relationship Management (PRM), Cloud and software settings (Cloud).
"Cloud", "Cloud Computing" or "Virtual Private Server" is a general term for the delivery of hosted services over the internet. In details is an information technology (IT) paradigm that enables ubiquitous access to shared pools of configurable system resources and higher-level services that can be rapidly provisioned with minimal management effort over the Internet and enable the Customer to have a physical space to store all the digital contents such as database, files, etc. required for the online presence.
"Digital Marketing Activities" are all the activities related to the online promotion of the Customer’s brand, name, company, products, services, etc. supplied by Purple Gateway such as SEO, SEM, DEM, SMM.
"SEO" is an acronym that stand for search engine optimisation which means all the activities to make the webpages well ranked on search engine result pages.
"SEM" is an acronym that stand for search engine marketing which means all the activities to make the paid ads well ranked on search engine result pages.
"DEM" is an acronym that stand for direct email marketing which means all the activities related to the email marketing campaigns.
"SMM" is an acronym that stand for social media marketing which means all the activities related to the promotion on the social media.
"Content Updates" means the updating of the contents of the Customer’s online presence for example photos, text, pages, design, etc.
"Set-up" is the process by which Purple Gateway create from scratch the Customer’s online presence and shall includes; installing the software, define proper configuration, notifications, report , design, contents such as photo, text, etc.
"Contents" or "Content" means any designs, images, animations, videos, audio files, fonts, logos, code, illustrations, compositions, artworks, interfaces, text, literary works and any other materials created by and/or for the Customer.
"End Users" means the Customer’s online presence visitors, the individual or the company who visits the Customer online presence and make some valuable actions such as fill in a form or create an order.
"E-Commerce" means a digital system that enable the Customer to sell goods, content, media and services through their online presence.
"Digital Store Products" means the products or service the Customer sell through their online presence to their End Users.
"Payment Date" means the payment due date that appears in the invoice and indicate the date by which the Customer shall make the payment to Purple Gateway.
Any reference in this agreement to "day" will be a calendar day.
1. Description of Service
1.1 We provide an array of Services for online marketing and data management including customer relationship management, digital store management, web content management, online booking system, email marketing management, sms marketing, enterprise resource planning, virtual private server, hosting, mailboxes, partner relationship management, delivery management, marketing automation tools, notifications and report, seo and sem services, dem and social media campaigns.
1.2 You may use the Services for your personal and business use or for internal business purpose in the organisation that You represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the internet and the equipment necessary to use the Services. You can create and edit content with your User Account and if You choose to do so, You can publish and share such content, therefore you are responsible of your online presence.
2. Commencement of this Agreement and supply of the Services
2.1 This Agreement will commence, and therefore all the Services required will be activated, on the date the Customer will make the first payment and the amount is received by and completely available to Purple Gateway.
2.2 Purple Gateway agree to supply the Services to the Customer, in accordance with this Agreement, within 24 hours from when We collected the first payment for the Services required.
2.3 The Customer is required to created his own User Account in order to use and access to the Services.
2.4 The Customer confirms that all the personal and business data provided by them is true and complete. Purple Gateway reserves the right to request appropriate proof of identity on a case by case basis and to suspend the Services if the data provided are fake or suspicious.
3. Billing and payments
3.1 For the use of and access to the Services, charges shall apply that shall be due in advance for a complete contractual period as following:
i) Recurring fee for the supplying of the Service such as Software License, Virtual Private Server and Digital Marketing Activities during the length and renewal of this Agreement until termination.
ii) Set-up and/or consultancy fee to be paid one off, if requested.
iii) Content Updates fee to be paid one off, if requested.
iv) Deposit fee to be paid one off, if requested.
3.2 The Customer shall choose between the payment methods accepted by Purple Gateway as following:
- Credit/debit card
- Direct debit
- Bank transfer
3.3 The Customer understand and agree to pay the recurring fees as following:
- Software License and Virtual Private Server fee: Yearly, 12 months billing, due in advance in full.
- Digital Marketing Activities fee: Quarterly, 3 months billing, due in advance in full.
To ensure uninterrupted Service, Purple Gateway may recommend the Customer to set up a direct debit for the payment of the recurring fees.
3.4. The Customer understand and agree that all the fees are due in advance and must be paid by the due date that appears in the invoice ("Payment Date"). Fees are non-refundable.
3.5 Purple Gateway is entitled to deactivate/block/suspend/delete immediately the Services and prevent the access where the fees due are not paid in full. Purple Gateway reserve the right to pass the Customer debt onto a third party debt recovery agent and the Customer accept all liability for the recovery of Our costs from the Customer.
3.6 The Customer understand and agree that Purple Gateway will not accept partial payments and all the fees due must to be paid in full.
3.7 All prices are VAT excluded. The applicable VAT rate shall be shown on the invoice.
All fees are exclusive of taxes. The Customer are responsible for all applicable taxes, and Purple Gateway will charge taxes in addition to the fees for the Services when required to do so. If the Customer are exempt from taxes, then the Customer must provide to Purple Gateway with a valid tax exemption certificate (Purple Gateway reserve the right to determine whether a certificate is valid). Tax exemption will only apply from and after the date Purple Gateway receive such certificate.
3.8 Purple Gateway will automatically generate invoice in respect of the next period unless the Agreement have been terminated in accordance with clause 8. All invoices are delivered electronically and send to the Customer by e-mail. The Customer is responsible for checking all the invoices. No hard copy invoices will be sent by post.
3.9 If any payment due to Purple Gateway is not paid in full by the Payment Date, then the Customer shall also pay to Purple Gateway interest on the unpaid amount for the period beginning on the Payment Date and ending on the date that the amount is paid in full and received by Purple Gateway. The amount of interest to be paid shall be equal to five percent (5%) per annum, plus VAT if applicable.
3.10 If the Customer withdraw any payments made via a bank, credit card or third party payment method ("Chargeback"), Purple Gateway reserve the right to interrupt, suspend or cancel the Services and/or charge a fee. Such action is without prejudice to Our right to recover any and all outstanding sums from the Customer and therefore the Customer obligation to pay the same to Purple Gateway.
4. Supplying of the Service
4.1 Domain (Name) Registration, Domain Name Cancellation, and Change of Provider
4.2 The Services could include the provision of one or more domain names.
Purple Gateway does not accept responsibility nor does We make any warranty that the domain name(s) requested by the Customer will be accepted for registration in the register of the naming organisation nor We will be liable for any costs the Customer incurred if the application for registration is unsuccessful. Purple Gateway does not accept responsibility for any liability to third parties for breach of their Intellectual property rights in relation to the domain name(s) requested by the Customer.
4.3 As regards the acquisition and maintenance of domains, Purple Gateway serves only as an agent between the Customer and the organization responsible for domain name allocation (registrar) concerned. Top-level domains (e.g. .COM, .US) are predominantly managed by a large number of different organizations, mostly at the national level. Each of these organizations has its own terms and conditions pertaining to the registration and management of domain names. The registration terms and conditions of the relevant domain registrar will therefore apply complementarily to these this Agreement.
4.4 The Customer is in particular responsible for providing correct and complete data regarding the domain name holder (registrant) and the administrative contact (admin-C) when registering the domain name. The technical contact in all cases will be Purple Gateway. Irrespective of the relevant registration terms and conditions, such data must include the name of the domain name holder, and physical mailing address (PO boxes or anonymous addresses are not permissible), a valid email address and telephone number. If this information changes, the Customer must immediately inform Purple Gateway of this change via email at domain@purplegateway.com
4.5 Purple Gateway may defer activation of a domain name until payment of the agreed fees has been received. Purple Gateway has no influence on the allocation of the domain name by the relevant organization. Therefore Purple Gateway assumes no responsibility or liability that the requested domain names shall be allocated to the Customer and/or that allocated domain names are free of third-party rights nor does Purple Gateway guarantee their continued existence.
4.6 Before applying for a domain name, the Customer will check that the domain name does not violate the rights of any third party or contravene existing legislation.
4.7 A free change of the requested domain name after registration with the relevant registrar is excluded.
4.8 In case of migration to a different service provider the Contents and/or the Software and/or the Services and/or any part of the Customer’s online presence will be not available to be transferred from Our Clod to a different service provider. The Customer also understand and agree to do not pretend and, therefore, Purple Gateway is not obliged to provide any copy of the Software, Contents, Services, websites or any part of the Customer/s online presence to be transferred to another service provider.
Customer’s obligations
4.9 The Customer is obliged to keep their contact information up to date at all times.
4.10 The Customer is required to maintain strict confidentiality regarding all login data, identification, and passwords in order to prevent third parties from accessing their login data. In the event that the Customer has reason to believe or suspects that third parties have obtained or may have obtained unauthorised login data, identification, or passwords, they shall inform Purple Gateway immediately and change their login data.
For contractual purposes (e.g. invoices, important contractual information, major technical changes) the Customer agrees to receive electronic communications from Purple Gateway.
4.11 The Customer represent and warrant that:
a) The Customer are at least eighteen (18) years of age, or of the legal age of majority in their jurisdiction, and possess the legal authority, right and freedom to enter into this Agreement and to form a binding contract, for the Customer or on behalf of the person or entity committed by the Customer to this Agreement;
b) The Customer’s country of residence and/or the Customer company’s country of incorporation is the same as the country specified in the contact and/or billing address You provide us;
c) The Customer own all rights in and to any content uploaded by the Customer, or imported, copied or uploaded by Services for the Customer, including any images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, text, literary works and any other materials, or otherwise have (and will continue to have) the full power, title, licenses, consents and authority as necessary to legally access to, import, copy, use, publish, transfer or license such content, by the Customer and iCleverWeb;
d) The Customer have (and will maintain) the full power, title, licenses, consents and authority to allow Purple Gateway to access any websites, web pages and/or the Services, for the purpose of importing, copying, displaying, uploading, transmitting and/or otherwise using, the Customer’s content.
e) the content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, and in no way unlawful for the Customer to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which the Customer or the Customer’s online presence reside, or for Purple Gateway and/or the Customer’s End Users to access, import, copy, upload, use or possess in connection with the Services;
f) The Customer have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of the Contents, and the Customer will adhere to all laws applicable thereto.
4.12 The Customer undertake, acknowledge and agree to:
a) fully comply with all applicable laws and any other contractual terms which govern your use of the Services (and any related interaction or transaction), including those specific laws applicable to the Customer or the Customer’s End Users in any of your geographical locations;
b) be solely responsible and liable with respect to any of the uses of the Services which occur under Your User Account, and for any of Your Content (including for any consequences of accessing, importing, uploading, copying, using or publishing such content on or with respect to the Services);
c) regularly and independently save and backup any of Your Content and the information that is being processed by You regarding the Purple Gateway Software, including with respect to End Users, and any applications and/or third party services used by You;
d) receive from time to time promotional messages and materials from Purple Gateway or its partners, by mail, e-mail or any other contact form you may provide us with (including your phone number for calls or text messages). If you wish not to receive such promotional materials or notices – please just notify Purple Gateway at any time;
e) allow Purple Gateway to use in perpetuity, worldwide and free of charge, any version of Your Content and/or online presence (or any part thereof) for any of Purple Gateway marketing and promotional activities, online and/or offline, and modify it as reasonably required for such purposes, and you waive any claims against Purple Gateway or anyone on its behalf relating to any past, present or future moral rights, artists’s rights, or any other similar rights worldwide that You may have in or to your Services with respect to such limited permitted uses;
f) Purple Gateway sole discretion as to the means, manner, and method for performing the Services, including those regarding the hosting, transmission, publication and/or display of any Software and/or content (including the inclusion and presentation of any advertisements or other commercial content with respect thereto).
g) Purple Gateway shall have the right to offer the Services in alternative price plans and impose different restrictions as for the upload, storage, download and use of the Services in each price plan, including, without limitation, restrictions on network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.
h) You shall be solely and fully responsible for all taxes and fees of any nature associated with your e-commerce activities, including any taxes related to the purchase or sale of the products, and to collect, report and remit the correct amounts to the appropriate authorities and/or inform your End Users of such and provide them with a duly issued invoice as required by law;
i) Any taxes indicated by the e-commerce features provided to You by Purple Gateway are solely provided for illustration purposes only, and may not be relied on in any way;
l) You shall be responsible for and bear all costs of procuring and delivering your Digital Store Products, and for providing them in a safe and professional manner, consistent with industry standards;
m) You are solely responsible for any and all statements and promises You make and for all assistance, warranty and support regarding the Digital Store Products, and shall provide true contact information on your online presence for any questions, complaints or claims;
n) You may not offer or sell any Digital Store Products, or provide any information, content or material regarding products, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export;
o) Purple Gateway may, at any time and at its sole discretion, suspend, disable access to or remove your Services and/or any Digital Store Products - whether or not incorporated, published with or made a part of your online presence at such time, without any liability to You or to any End Users, including for any capacity loss resulted therefrom.
p) You agree that You use Our Services at Your own risk, You accept that all Services are provided warranty-free.
q) You agree that no FTP access and/or login details to the server or any part of Our Cloud is allowed to You. You agree to have access to Our Cloud only and exclusively via the Software.
4.13 The Customer undertake, acknowledge and agree not to:
i) copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Purple Gateway Software, the Services (or any part thereof), any content offered by Purple Gateway for use and display within online presence and/or any part thereof in any way, or publicly display, perform, transmit or distribute;
ii) submit, transmit or display any content which may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent, encouraging criminal or harmful conduct, or which otherwise violates the rights of Purple Gateway or any third party (including any intellectual property rights, privacy rights, contractual or fiduciary rights), or otherwise shows any person, entity or brand in a bad or disparaging light;
iii) use any illegal action to collect login data and/or passwords for other websites, third parties, software or services;
iv) phish, collect, upload, or otherwise make available credit card information or other forms of financial data used for collecting payments, unless done in accordance with any applicable law, including, with the PCI DSS standard when applicable;
v) upload, insert, collect or otherwise make available within the Services (or any part thereof), any malicious, unlawful, defamatory or obscene content;
vi) publish and/or make any use of the Services on any website, media, network or system other than those provided by Purple Gateway, and/or frame, "deep link", "page scrape", mirror and/or create a browser or border environment around any of the Services and/or Software (or any part thereof);
vii) use any "robot", "spider" or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services (or its data and/or content), or in any way reproduce or circumvent the navigational structure or presentation of any of the Services to obtain or attempt to obtain any materials, documents, services or information through any means not purposely made available through the Services;
viii) act in a manner which might be perceived as damaging to Purple Gateway reputation and goodwill or which may bring Purple Gateway into disrepute or harm;
ix) purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Purple Gateway or Purple Gateway Marks and/or variations and misspellings thereof;
x) impersonate any person or entity or provide false information on the Services whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Purple Gateway and/or any end users;
xi) falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Purple Gateway or any third party endorses you, your business, your products, or any statement you make;
xii) reverse look-up, trace, or seek to trace another User of Services, or otherwise interfere with or violate any other right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Services without their express and informed consent;
xiii) disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Services, the User Account and/or the account of another Customer(s), or any other systems or networks connected to the Services, by hacking, password mining, or other illegitimate or prohibited means;
xiv) probe, scan, or test the vulnerability of the Services or any network connected to the Services;
xv) upload to the Services or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
xvi) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services or Purple Gateway systems or networks connected to the Services, or otherwise interfere with or disrupt the operation of any of the Services, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
xvii) use any of the Services in connection with any form of spam, unsolicited mail, fraud, scam, phishing, "chain letters", "pyramid schemes" or similar conduct, or otherwise engage in unethical marketing or advertising;
xviii) access to Services, User Accounts and content through any means or technology (e.g. scraping and crawling), other than our publicly supported interfaces.
xix) sell, license, or exploit for any commercial purposes any use of or access to the Services;
xx) remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of any of our licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Services;
xxi) violate, attempt to violate, or otherwise fail to comply with any of the clause of this Agreement or any laws or requirements applicable to your use of the Services.
xxii) You may only resolve disputes with Us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren't allowed
You acknowledge and agree that Your failure to abide by any of the foregoing or any misrepresentation made by You herein may result in the immediate termination of Your User Account and/or any Services provided to You – with or without further notice to You, and without any refund of amounts paid on account of any such Services.
4.14 We shall not be liable for any loss or damage of any nature suffered by You arising out of or in connection with any breach of this Agreement by You or any act, misrepresentation, error or omission made by You or on Your behalf.
4.15 Purple Gateway does not guarantee that the Software will perform error-free or uninterrupted or that Purple Gateway will correct all Software errors. To the extend permitted by law, these warranties are exclusive and there are no other express or implied warranties or conditions, including warranties or conditions of merchantability, satisfactory quality and fitness for a particular purpose.
4.16 Intellectual Property
4.17 All rights, title and interest in and to the Services, including any and all materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code including html, applications, audio, music, video and other media, designs, animations, interfaces, documentation, derivatives and versions thereof, the "look and feel" of the Services, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized urls, trademarks, service marks, trade names, software and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, "Intellectual Property"), and any derivations thereof, are owned by and/or licensed to Purple Gateway.
4.18 Subject to your full compliance with the Agreement and timely payment of all applicable Fees, Purple Gateway hereby grants the Customer, upon creating a User Account and for as long as Purple Gateway wishes to provide the Customer with the Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Services with the purpose of promoting the Customer brand, product, services, name on the online market.
4.19 The Agreement do not convey any right or interest in or to Purple Gateway Intellectual Property (or any part thereof), except only for the limited license expressly granted above (clause 4.18). Nothing in the Agreement constitutes an assignment or waiver of Purple Gateway Intellectual Property rights under any law.
5. Service disruption and suspension
5.1 Purple Gateway endeavours to ensure the best possible availability of the Services. The Customer acknowledges however, that for technical reasons as well as due to the service provider's dependence on external factors, (e.g. unavailability of telecommunications networks, electricity outages, hardware and/or software failure etc), the uninterrupted availability of the Services cannot be guaranteed. The Customer can therefore not assert a claim for continual access to the Services. Access restrictions of a temporary nature shall not constitute grounds for warranty claims nor a right to extraordinary termination.
5.2 Purple Gateway reserves the right to block access to our services either temporarily or permanently without notice, if there are concrete indications that the Customer has violated or shall violate the Agreement and/or the law.
5.3 Furthermore a blocking of the Services, without notice, can occur if the Customer is in default on their payment, until full payment is made. In that case Purple Gateway is also entitled to apply for the deletion of:
- the Customer's’ domain name(s) at the respective registrar.
- the Services supplied with all the related data.
- the User Account.
6. Modifications
6.1 Purple Gateway may modify this Agreement from time to time, and will always post the most current version on Our site (www.icleverweb.com). By continuing to use or access the Services after any modifications, You agree to be bound by the modified Agreement. If you disagree with Our changes, then You should stop using the Services.
7. Duration, renewal and termination
7.1 The duration of this Agreement shall be minimally 12 months and beginning on the date the Customer will make the first payment in accordance with clause 2. It is automatically renewed for an equal term (12 months), unless terminated in accordance with clause 8.
7.2 This Agreement enforce the Customer to pay all the fees for the Services provided by Purple Gateway during the length and renewal of this Agreement.
7.3 At any time both the Customer and Purple Gateway has the right to terminate this Agreement by serving a written notice in accordance with clause 8.
8. Termination of the Agreement and notice
8.1 In case any parties would like to terminate this Agreement a 3 months written notice of termination must be served to the counterpart by post (with return receipt) or e-mail.
The Customer shall send the notice by post to Purple Gateway Ltd, , London Concorde House, Grenville Place,, United Kingdom or by email at info@purplegateway.com
The notice shall contain a valid proof of identity of the Customer.
8.2 Purple Gateway might ask the Customer to provide further details in order to make sure the request is authentic and respects the real willing of the Customer.
8.3 In case of termination of the Agreement the Customer understand and agree to pay any outstanding fees due until the termination date, if applicable. The Customer agree to pay any outstanding balance (invoiced or to be invoiced) accrued prior to the written notice date, if applicable.
8.4 Fees paid in advance prior to the termination date shall not be refunded upon termination of the Agreement.
8.5 The termination date of the Agreement will be indicated in the written notice and it shall not be shorter than 3 months starting from the notice date. Any notice that fail to show a valid termination date (for example less than 3 months from the notice date) will be considered void. After the termination date the Agreement shall be legally considered terminated by both parties.
8.6 After termination of the Agreement, Purple Gateway are no longer obligated to provide the Services. Purple Gateway will delete all data of the Customer that are located on Our Cloud, including all emails located in the relevant mailboxes. Transferring the Customer complete Services, internet presence to the servicer of a third party is not possible. It is therefore the responsibility of the Customer to store and backup the data in a timely fashion. Furthermore, Purple Gateway may, upon termination of the Agreement, have any of the Customer domains which have not been transferred to a new provider deleted by the relevant registrar.
9. Termination by Purple Gateway
9.1 Purple Gateway reserve the right to terminate the Agreement at any time without notice if the Customer breach any of the terms of this Agreement.
Purple Gateway is also entitled to terminate this Agreement if the Customer is in default on their payment. In this case Purple Gateway is entitled to fully delete the Services of the Customer. In accepting this Agreement, the Customer grants Purple Gateway the explicit right to this type of termination.
10. Communications
10.1 The Service may include certain communications from iCleverWeb, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide You total privacy, We also provide you the option of opting out from receiving newsletters from Us. However, You will not be able to opt-out from receiving service announcements and administrative messages.
11. Limitation of Liability
To the fullest extent permitted by law in each applicable jurisdiction, iCleverWeb, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to the Customer for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever or any loss of profits, revenue, data or data use, including any damages resulting from:
a) errors, mistakes, or inaccuracies of or in any content;
b) any personal injury or property damage related to your use of the Services;
c) any unauthorized access to or use of Our servers and/or any personal information and/or other information stored therein;
d) any interruption or cessation of transmission to or from the Services;
e) the use or display of any Content posted, emailed, transmitted, or otherwise made available via the Services;
f) events beyond the reasonable control of iCleverWeb, including any internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, intergalactic struggles, governmental actions, orders of courts, agencies or tribunals or non-performance of third parties;
g) loss of use, data, profits, goodwill, or other intangible losses, resulting from the use or the inability to use any or all of Services.
12. Indemnity
12.1 The Customer agree to defend, indemnify and hold harmless iCleverWeb, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses including attorneys’s fees arising from: (1) Your violation of any term of this Agreement; (2) Your violation of any third party right, including any copyright, access rights, property, or privacy right, resulting from Your Contents and/or your use of the Services, including, without limitation, Purple Gateway Services’ actions for your benefit; and/or (3) any other type of claim that your Contents caused damage to a third party.
13. Non-Waiver
13.1 Our failure to require You to perform any of your obligations under this Agreement shall not affect Our right to require such performance at any time in the future and nor shall the waiver by Us of a breach of any provision be taken or held to be a waiver of the provision.
14. Governing law
14.1 This Agreement is governed by English law and both the Customer and Purple Gateway agree to submit to the exclusive jurisdiction of the courts of England and Wales in any dispute arising out of or relating to this Agreement.
15. Entire Agreement
15.1 This Agreement constitutes the entire Agreement between the parties and agreements are representations or warranties, express or implied, statutory or otherwise and no agreements collateral here to than as expressly set or referred to herein.
15.2 This Agreement supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein.
14. Miscellaneous
a) Nothing in this Agreement shall be construed as creating an agency relationship, partnership or joint venture between the parties.
b) You shall not assign, sub-license or transfer your rights or obligations under this Agreement to any third party.
c) If You consist of more than one entity, your obligations under this Agreement are joint and several.
Last revised: July 20, 2017
