Cebase.com ~ Web-based database to manage and share your data

CEBASE.COM ONLINE SUBSCRIPTION SERVICE AGREEMENT

TERMS AND CONDITIONS OF USE:

VERY IMPORTANT: WHEN YOU CHECK THE 'I HAVE READ AND AGREE TO THE TERMS OF SERVICE' CHECKBOX AND CLICK ON THE "SIGN UP" BUTTON ON THE ONLINE SUBSCRIPTION SERVICE (THE "SERVICE") SIGN UP PAGE, YOU AGREE TO ALL OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU ACCEPT ALL THE TERMS OF THIS AGREEMENT, AND ENTER INTO THIS AGREEMENT, YOU REPRESENT THAT YOU ARE OVER THE AGE OF 18. IF YOU ACCEPT ALL THE TERMS OF THIS AGREEMENT, AND ENTER INTO THIS AGREEMENT ON THE BEHALF OF A COMPANY OR ORGANIZATIONAL ENTITY, YOU REPRESENT THAT YOU HAVE THE FULL AUTHORITY TO BIND THAT COMPANY OR ORGANIZATIONAL ENTITY TO THESE TERMS AND CONDITIONS THAT GOVERN THE USE OF CEBASE.COM SERVICE. THE TERM "YOU" IN THIS AGREEMENT REFERS TO, EITHER THE INDIVIDUAL, OR THE COMPANY, THAT REGISTERS FOR AND/OR USES THIS SERVICE, AS APPLICABLE.

IF YOU DO NOT AGREE WITH ALL OF FOLLOWING TERMS AND CONDITIONS, IF YOU ARE UNDER 18, OR IF YOU DO NOT HAVE THE FULL AUTHORITY TO BIND THE COMPANY OR ORGANIZATIONAL ENTITY TO THESE TERMS AND CONDITIONS WHICH GOVERN THE USE OF THE CEBASE.COM SERVICE. YOU MUST END THE REGISTRATION PROCESS, AND YOU MAY NOT USE THIS SERVICE.

User Accounts, Passwords, Responsibilities and Restrictions
The Cebase.com online subscription service includes a browser interface, data encryption, transmission, access (as available), and data storage. The hardware, software, and communications equipment and/or service links and/or 3rd party charges required or incurred to access this service is/are entirely your responsibility to procure and maintain.

Valid accounts for Cebase.com are created by registering through the Cebase.com website (www.cebase.com) and are required for access to the Service. Multiple users within your company may share valid accounts, but a license is required for each individual user. Users may not share licenses. When a user is no longer able to access the Service, that license may be transferred to a new user within your company.

Accounts contain a pre-assigned password for the administrator. This must be changed upon initial access to your account to ensure confidentiality. Passwords for each additional user licensed must be chosen that are unique, unshared, and non-transferable. All users are required to log-off the account at the end of a session, upon leaving the work site, or at any other time whereby an unauthorized user would, or may, have access to your account. The on-going responsibility of maintaining confidentiality and security for you and all users of your account is yours, and Cebase.com cannot and will not be liable for any loss or damage arising from your failure to adhere to these requirements. You must notify Cebase.com immediately of any security breaches to your account, or any activity which could in any way be construed to be a violation of approved, appropriate, or authorized usage, including, but not limited to unauthorized access, attempted misuse of password protection, whether confirmed or suspected. You must notify Cebase.com immediately of any attempts to compromise the integrity, confidentiality, or proprietary nature, whether confirmed, or suspected, of the Service. You are solely responsible for any and all activity that occurs within or under your account. Cebase.com shall not be responsible for any unauthorized activity on, transactions on, access to, alteration of, transmissions of, your data, account, or any other information contained within your Cebase.com account.

You agree that you, and all users within your account, will only conduct lawful business and business practices through your use of the Service. You, and all users within your account, will not send junk mail, spam, chain letters, promotional materials, or any other material that is not specifically requested, or otherwise explicitly permitted by the receiver. You, and all users within your account, will not send, store, transmit, or post any data, information, code, files, opinions, or text which are libelous, defamatory, obscene, threatening, vulgar, harassing, abusive, harmful, potentially harmful to minors, or in any way objectionable. You, and all users within your account, will not send, store, transmit, or post any data, information, code, files, opinions, or text which could infringe upon the copyright, intellectual property rights, trademark, or other proprietary rights of others. You, and all users within your account, will not send, store, transmit, or post any data, information, code, files, opinions, or text which could be in any way construed to be as a virus, an attempt to disrupt servers, an attempt to reduce anyone's benefit of the Service, or any other illegal, potentially harmful, or untoward activity. You agree to indemnify and defend Cebase.com against any and all claims, losses, costs, and liabilities, including any such legal fees, that arise from your use of the Service in any way that could be construed or implied to be improper, unauthorized, inappropriate, or inconsistent with the stated policies and restrictions of this Agreement.

Cebase.com reserves the right to change any term, condition, or aspect of this Agreement or the restrictions and policies herein, in its sole discretion, at any time. Cebase.com will notify you by posting the revised copy of the Agreement on the Service. You agree to regularly review this agreement, and that your continued use after the posted, revised Agreement will constitute your consent to any changes it contains. Cebase.com makes no guarantee that the Service will be continuously available, or that any specific feature of the Service will remain available continuously. Cebase.com may at its sole discretion add features to, or enhance, the Service without any notice, at any time, but is under no obligation to do so.

All the data you, and anyone within your company, submit to the Service, as part of your business account records, remain solely your possession. The only exception is suggestions, opinions, ideas regarding, and products or features that you submit to Cebase.com via e-mail, mail, whether solicited or unsolicited. These suggestions, opinions, ideas regarding and products or features become the sole property of Cebase.com including all rights, titles, and interest. You agree that Cebase.com may use these suggestions, opinions, ideas regarding, and products or features as it sees fit, in its sole discretion and that you will assign these rights exclusively to Cebase.com completely free of any charge, expectation of payment, and/or lien of any kind.

Cebase.com will not edit, access, or monitor your account data unless necessary to respond to a technical problem, if requested by you, or if required to by law. You agree to read our privacy policy for complete details prior to accepting this agreement.

Payment of Fees for Service, Charges and Other Billing Information

You agree to pay any applicable fees for the Service plan described on your account page.

All information provided to Cebase.com for billing and/or account setup purposes must be valid, complete, and accurate, including, but not limited to, legal company name, company address, name and phone number for billing contact, credit card information, purchase order information, credit approval information, e-mail addresses, and other billing and/or contact information as applicable. You agree to provide corrected information to Cebase.com within 30 days of any changes to this information. If you provide any false or fraudulent contact information, billing information, and/or credit card information, or Cebaze.com suspects that you have, Cebase.com reserves the right to immediately and permanently terminate your account or access to the Service, in addition to any other legal remedies available. Cebase.com reserves the right to change the fees and charges for any and all services or delinquencies, change usage policies, or to introduce new fees or charges at any time, upon prior notice to you of no less than 30 days. This notice may be sent to you by e-mail.

Cebase.com will automatically charge your credit card account upon the renewal date of your Service for any credit cards held on file. You will be charged for the same time frame as the last service period. Credit card charges that are denied, will be re-tried after 3 days. If the charge does not go through at that time, and you have made no attempt to contact us and correct the matter, your account will be suspended, and you will be charged the unpaid licensing fees, prior to reinstatement of the account.

Billing periods can be monthly or annually. The full fee amount for the Service will be invoiced to you within 30 days prior and must be charged to your credit card, or paid in full, at the commencement of each billing period. This amount must be paid in full prior to the beginning of the billing period. TO AVOID UNWANTED CHARGES, YOU MUST GIVE 30 DAYS PRIOR WRITTEN NOTICE TO CANCEL YOUR SERVICE OR TO REDUCE THE SERVICE LEVEL FOR THE SERVICE AGREEMENT.

Cebase.com will issue an invoice within 30 days prior to the beginning of each billing period that will be due and payable prior to the beginning of the billing period for your account. Invoices are sent via email only. Your account will automatically renew and Cebase.com will expect payment by the beginning of each billing period. Subscriptions are prepaid, non-cancelable, non-refundable, and non-reduce-able during the prepaid period (you may add users at any time). Any user licenses added during any of the billing periods will be billed on a pro rata basis. Your credit card must be charged and approved before the account license limit is changed, or you will otherwise be invoiced for the service at that time. Additional user licenses must be paid in full within 30 days to remain current, and will be billed at the then-current Agreement fee amount.

Licenses contracted for will be charged/billed regardless of the activity level of the license. Any other services will be billed as agreed upon when the service request is made. Each user license is entitled to use a maximum of disk storage space as defined in the subscription plan. Account Administrators will be able to easily monitor disk storage usage within Cebase.com. When disk storage space for your account exceeds the then-current maximum per license, you will be charged the additional megabytes, or portion thereof, of disk storage space above the licensed maximum at the price as defined in the subscription plan. Cebase.com reserves the right to change existing account limitations or establish new limitations regarding the Service, user licensing, and account policies as it deems appropriate and in its sole discretion. Any such changes will be incorporated into the Terms Of Service regulating the Agreement between you and Cebase.com for the Service. You agree to regularly review this agreement, and that your continued use after the posted, revised Agreement will constitute your consent to any and all changes it contains.

Termination or Reduction of Service

If paying by credit card your account will be considered delinquent if your credit card company for any reason denies payment to Cebase.com for any charges billed to it for the Service or other requested services and that amount remains unpaid within 30 days of the credit card charge denial. For payments other than by credit card, your account will be considered delinquent if any portion of an invoice remains unpaid within 30 days of the invoice e-mailing date. Delinquent accounts' outstanding balances are subject to interest of 1.5% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection. If your account becomes delinquent, you agree that Cebase.com may suspend or terminate this Agreement and your access to the Service and all related stored data. Suspended accounts will remain subject to the Service fees during the period of suspension. Release from suspension of any account requires full payment of all amounts owed, charges incurred. Cebase.com reserves the right to archive or purge all account data from the Service for accounts delinquent for more than one billing period. Restoration of archived data on delinquent accounts will be subject to additional charges of $25.

If you believe you have been billed incorrectly, you agree to notify Cebase.com in writing within 60 days of the invoice, or the credit card charge in question, in order to receive a credit or adjustment. Direct all inquiries to billing@cebase.com for immediate review.

This Agreement is automatically renewable for the original license contracted for (monthly or annual) at the end of the initial (and all subsequent) billing period, unless either party requests termination of the Agreement, or a change in the Agreement service level. Either party may terminate the Agreement, or reduce the service level, after notifying the other no less than 30 days prior to the end of the license-billing period. You agree to be billed for that 30-day period at the same rate as previously billed for the non-reduced service level. Subscriptions are prepaid, non-cancelable, non-refundable, and non-reduce-able during the prepaid period (you may add users at any time) and continue for the duration initially contracted for, unless Cebase.com terminates the Agreement for cause. The Agreement will then automatically renew for the originally contracted period at our then-current subscription fees. Unless either party provides the other with written notice, 30 days prior to the end of the service Agreement billing period, of its intent to either terminate the Agreement, reduce the service level, or change to some other billing period duration. You agree that if you or Cebase.com terminate any Agreement you will pay the balance due on your account as determined by the Payment of Fees for Service, Charges, and Other Billing Information section of the Agreement Terms and Conditions. You agree that Cebase.com may charge such unpaid fees to your credit card, or invoice you, as applicable, to collect on such unpaid fees and charges.

Non-transferable License, Proprietary Rights & Termination for Cause
Cebase.com grants to you and/or to each employee of your company, with a valid account within the Service, a personal, non-transferable, non-exclusive, and non-sub-licensable, license to use Cebase.com proprietary software, in object code form only, fully subject to the terms and conditions of this Agreement. This license is for the use of the Service only, for your internal business purposes only, and in accordance with any applicable end user documentation. All rights not expressly granted to you by Cebase.com are fully reserved.

You, and anyone within your company, may not in any way attempt to decrypt, reverse engineer, disassemble, or otherwise attempt to discern, discover, copy, or disclose the source code, algorithms, processes, or ideas supporting Cebase.com. You, and anyone within your company, may not in any way copy, license, lease, rent, distribute, sell, make available, assign, sublicense, or in any way attempt to transfer rights, or any benefits of Cebase.com to a third party. You, and anyone within your company, may not modify, frame, link to, translate, or in any way misrepresent Cebase.com as any form of a derivative product from the originally intended proprietary product.

This Agreement may not be assigned in anyway by anyone except CEBASE.COM, sole and exclusive owner of CEBASE.COM ONLINE SUBSCRIPTION SERVICE to a parent or subsidiary, or to an acquirer of assets thereof. Any purported assignment in contrast to, or in violation of, this section shall be null and void. All aspects of the CEBASE.COM ONLINE SUBSCRIPTION SERVICE are proprietary and are wholly owned by CEBASE.COM BVBA. All titles, interest, rights, and privileges, not expressly granted in these terms and conditions, remain the sole and exclusive property and right of CEBASE.COM BVBA, even if said rights and privileges are not exercised. The rights, interest, and title to all material within the CEBASE.COM website and Service, including, but not limited to, applications, content, documentation, text, articles, testimonials, images, and graphics remain the exclusive property of CEBASE.COM BVBA.

Cebase.com may terminate, without prior notice, your (and any of those within your company) password, account or use of the Service, as well as archive or discard any of your account data, in its sole discretion, if you, or anyone within your company, fail to comply with, or breach, any aspect of this Agreement. Upon your notice of termination, for any reason, you have 30 days to request, in writing, a copy of your account data, which Cebase.com will make available to you on file. When an account is terminated, or expires, for any reason, you immediately lose all rights to the account, the Service, and any documentation. Cebase.com may delete any files, data, or information within the account on the Service, but we are not obliged to, no sooner than 30 days after termination of the Agreement. If you are dissatisfied with any aspect of the Service including, but not limited to, the format, documentation, support, or any other material or non-material aspect, your sole and exclusive remedy is to discontinue using the Service.

Warranty and Disclaimer
CEBASE.COM BVBA ONLINE SUBSCRIPTION SERVICE IS AVAILABLE IN ITS FULLY FUNCTIONAL FORM ON THE DEMONSTRATION WEB PAGE FOR YOUR EXAMINATION. IF THIS DOES NOT MEET YOUR EXPECTATIONS OR REQUIREMENTS, DO NOT USE THIS SERVICE. CEBASE.COM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, ALL WARRANTIES EITHER IMPLIED OR EXPRESS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOME COUNTRIES OR STATES DO NOT ALLOW IMPLIED WARRANTY EXCLUSIONS SO THE ABOVE MAY NOT APPLY TO YOU. CEBASE.COM MAKES NO REPRESENTATION AS TO THE TIMELINESS, QUALITY, RELIABILITY, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, COMPLETENESS, ACCURACY, OR NON-INFRINGEMENT OF THE SERVICE. CEBASE.COM DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE WILL BE ERROR-FREE, THAT ANY ERRORS WILL BE CORRECTED, THAT THE SERVICE WILL MEET EITHER YOUR EXPECTATIONS OR REQUIREMENTS, THAT ANY DATA STORED WILL BE ACCURATE OR RELIABLE, THAT THE SERVICE OR SERVERS WILL BE FREE FROM VIRUSES OR ANY OTHER UNTOWARD DATA OR CODE, THAT CEBASE.COM IS COMPATIBLE WITH ANY HARDWARE OR OTHER SOFTWARE, OR THAT THE SERVICE WILL BE UNINTERRUPTED. TO UPLOAD OR DOWNLOAD ANY INFORMATION TO OR THROUGH THIS SERVICE IS DONE STRICTLY AT YOUR OWN RISK AND YOU REMAIN SOLELY RESPONSIBLE FOR ANY AND ALL ADVERSE SITUATIONS AS A RESULT THEREOF, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, VIRUS OR OTHER UNTOWARD DATA AFFLICTIONS ON OR IN YOUR SYSTEM, DATA, HARDWARE, OR SOFTWARE.

Limitation of Liability
CEBASE.COM'S TOTAL LIABILITY, AS IT APPLIES TO THE SCOPE OF THIS SERVICE AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU IN THE 12 MONTHS IMMEDIATELY PRIOR TO THE EVENT OF INJURY GIVING RISE TO THE LIABILITY. THIS INCLUDES, BUT IS NOT LIMITED TO CLAIMS ARISING OUT OF TORT, STRICT LIABILITY, OR BREACH OF WARRANTY. IN NO EVENT SHALL CEBASE.COM BE LIABLE FOR INABILITY TO USE THE SERVICE, LOSS OF PROFIT OR REVENUE, ERROR OR OMISSION, INACCURACY OF DATA, AND/OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, EVEN IF CEBASE.COM WAS IN ANY WAY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Miscellaneous
The only valid version of this Agreement, and any related documents, shall be the then-current English language version. You and Cebase.com agree that any actions, claims, disputes, or causes of action in any way related to this Agreement, or with the Service will be brought to the federal and state courts in Hasselt, Belgium. You agree that any actions, claims, disputes, or causes of action in any way related to this Agreement, or with the Service will brought within one (1) year, after the injury which would bring about any cause of action, otherwise any action for said injury is permanently barred. The prevailing party in any legal action brought to enforce the provisions of this Agreement will be entitled to recovery of costs and attorney's fees.

You agree that any pre-printed text or information from a purchase order form, or other document coming from you, or anyone within your company, shall in no way change, add to, or remove from, the provisions of this Agreement and that you will not acknowledge or hold said text or information as valid and enforceable. Cebase.com reserves the right to employ the use of Sales Order forms with modifying text for its use, as it deems appropriate, and in its sole discretion. You will have opportunity to examine any such document prior to your agreement, if such a document is employed.

You agree that this Agreement, and any Cebase.com Sales Order forms employed, constitutes the entire scope and mutual understanding of the parties and cancels and supersedes any and all prior communications, negotiations, understandings, whether oral or written, or otherwise conveyed regarding the exact details of this agreement. Any subsequent changes must be written, and signed by both parties, to be enforceable, except as already provided for in this agreement.

If any provision of this Agreement is brought before a court of competent jurisdiction and is found to be unenforceable then that specific provision solely will be excluded, to the minimum extent possible, from the remainder of the Agreement, with the remainder of the Agreement remaining in full force, effect, and fully enforceable. Failure to exercise the rights granted and provided herein, by either party, will not be deemed a waiver of those rights. You shall have no right to bind Cebase.com in any way, shape, or form. No partnership, agency, joint venture, or employment exists as a result of this Agreement and your use of the Service. This agreement shall in no way be assignable, transferable, or sub-licensable by you without express written permission by Cebase.com.

Notices to account users of the Service will be by either e-mail sent to your contact's e-mail address of record in our account files, by regular first-class mail via the Belgian Postal Service to your contact's address of record in our account files, or by a general notice within the Service. Notice to Cebase.com shall be deemed given when received by Cebase.com by e-mail which is electronically confirmed or replied to by Cebase.com; regular first class mail, sent via the Belgian Postal Service, utilizing a confirmation notice returned to you; or the next day, if sent by next day delivery by a nationally recognized next-day delivery service.

The address for such correspondence is:
Cebase.com BVBA
Dorpstraat 39
3540 Donk (Herk-de-Stad)
Limburg, Belgium

The e-mail address for notices and any other questions regarding this Agreement is billing@cebase.com.

Important Note: Due to the proliferation of spam, we perform two checks on our incoming email to combat this problem. The first is to check to see if the domain is coming from a black-listed server. All mail from these servers is blocked. The second is to do a reverse DNS lookup. This check confirms that the IP address declared for the email server is the actual IP address that sent the email. If these do not match, the email will be rejected.