The terms and Conditions for the supply of Services is a Standard Document that should be used together with service provider's order confirmation which contain the main Business terms of the transaction. It has integrated drafting notes with important explanations, and drafting and negotiation tips for both the service provider and the customer.
These terms and conditions ("Terms and conditions") state important requirements regarding your use of ranks direct's online marketing support service and your relationship with ranks direct.You should read them carefully as they contain important information and instructions such as how long it lasts, fees for early termination, our rights to change its conditions, limitations of liability, privacy, and settlement of disputes by arbitration instead of in court. If you accept this agreement, it will apply to all your service plans from us, including all your existing plans.
"You" means you individually, any person, including any employer or company that you are acting on behalf of.
"RANKS DIRECT″ means the service provider.
"Subscription Based Plans" are tenured Subscription plans offered by RANKS DIRECT that are active for an unlimited period or a specified period as agreed, and will not include any incident based plans such as "Per Incident Plan" or the like.
"Materials" means any web casts, downloaded materials, white papers, press releases, datasheets, FAQs, product information, quick reference guides, or other works of any kind that are made available to download from the RANKS DIRECT Portal are the proprietary and copyrighted work of RANKS DIRECT and/or its suppliers. The definition of "Materials" does not include the design or layout of the RANKS DIRECT Website or any other RANKS DIRECT owned, operated, licensed or controlled site.
"Software" means a computer program of any kind, whether owned by RANKS DIRECT or a third party, whether delivered via download, CD, other media, or other delivery methods, including client and/or network security software. Elements of the Software are protected under copyright, trade secret, unfair competition, and other laws. Software includes both RANKS DIRECT Software and Third Party Software.
You may order Services through the RANKS DIRECT Portal or by calling RANKS DIRECT or any other means of communication. Once RANKS DIRECT accepts the Order submitted by you, you will receive an email from RANKS DIRECT at the email address that you provide or have provided to RANKS DIRECT as part of the Registration Process for the Services. RANKS DIRECT is not responsible for rendering Services in connection with any Order that it has not accepted. Upon acceptance by RANKS DIRECT of an Order, you will have Service guidance.
Subject to the Terms and Conditions, and other terms specific to each Service Plan, RANKS DIRECT will address your query using commercially reasonable efforts in providing appropriate solutions under the Services. In most cases, RANKS DIRECT may attempt problem diagnosis and a solution over the telephone, through chat, email or other means as it deems most appropriate under the circumstances including remote access. You understand that if remote access is used on your computer there will be no residual software from the remote session; however, there may be a text file placed on your computer that will explain the work that was done on your computer. If such a text file is placed on your computer, you have the option to either save the file for future reference or to delete it from your computer. All undertakings under Service Plans are subject to RANKS DIRECT′s Limited Warranty, which is set forth below.
You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using the Communication Services, you will not: Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). Defame abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information. Upload, or otherwise make available, files that contain images, photographs, service or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same. Use any material or information, including images or photographs, which are made available through the Materials in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary rights of any party. Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar service or programs that may damage the operation of another's computer or property of another. Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Services specifically allows such messages.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner. Falsify or delete any proprietary rights notices, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of service or other material contained in a file that is uploaded. Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses.
Violate any applicable laws or regulations.
Create a false identity for the purpose of misleading RANKS DIRECT or others.
RANKS DIRECT has no obligation to monitor the Communication Services. However, RANKS DIRECT reserves the right to review materials posted to the Communication Services and to remove any materials in its sole discretion. RANKS DIRECT reserves the right to terminate your access to any or all of the Communication Services at any time, without notice, for any reason whatsoever. RANKS DIRECT reserves the right at all times to disclose any information as RANKS DIRECT deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in RANKS DIRECT′ s sole discretion. Any materials uploaded to the Communication Services may be subject to posted limitations on usage, reproduction and/or dissemination; you are responsible for adhering to such limitations if you download the materials.
You may not create hyperlinks to any portion of the RANKS DIRECT Portal, nor any Materials or Software posted therein unless agreed and approved.
You agree to indemnify, defend, and hold RANKS DIRECT, its subsidiaries, affiliates, officers, directors, employees, agents, licensors, consultants, suppliers, and any third-party Web site providers harmless from and against all claims, demands, actions, liabilities, losses, expenses, damages, and costs, including actual attorneys' fees, resulting from your violation of these Terms and Conditions, misuse or abuse of a Service, or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. RANKS DIRECT reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not, in any event, settle any matter without the written consent of RANKS DIRECT. You agree immediately to notify RANKS DIRECT of any unauthorized use of your account or any other breach of security known to you.
If you are not currently subscribed for a Service, then you are regarded as a "Guest". Usage of the RANKS DIRECT Portal by current RANKS DIRECT customers outside of the scope of a Service specified under an applicable Plan Order is also treated as a "Guest". As a Guest, you may use the RANKS DIRECT Portal and Materials specifically designated as available to guests on the RANKS DIRECT Portal for the limited purposes of
(a) deciding whether to subscribe to the Services provided by RANKS DIRECT,
(b) registering with RANKS DIRECT and submitting Plan Orders only. The foregoing license grant is a non-exclusive revocable license.
RANKS DIRECT may provide you with the use of e-mail services, addresses, bulletin board services, instant messaging services, chat areas, news groups, forums, communities, personal web pages, calendars, file cabinets and/or other message or communication facilities designed to enable you to communicate with RANKS DIRECT′s employees and others as appropriate to your Service under a Plan Order (each a "Communication Service" and collectively "Communication Services"). Communications Services shall only be used under an accepted Plan Order, and not for any other purpose.
As permitted through a Service, you may use Materials and Software posted on the RANKS DIRECT Portal, or made available in connection with a Plan Order which may be available for additional purposes and or subject to additional restrictions.
Any other use of the RANKS DIRECT Portal, Services, Materials or Software, other than as explicitly permitted by RANKS DIRECT is prohibited. Rights to execute, copy, modify, display, transmit, distribute, manufacture, use, sale are all reserved to RANKS DIRECT and its suppliers.
In connection with obtaining Services, you agree that you will:
Software/Data Backup: You understand and agree that RANKS DIRECT shall under no circumstance be responsible for any lost or corrupted software or data. RANKS DIRECT strongly recommends that you at all times maintain a complete data backup and disaster recovery plan.
Security: For you to submit a Plan Order, you must complete the Registration Process by providing us with current, complete and accurate information as prompted by and required under the applicable Registration Form.
(a) the terms of the end user license agreement ("EULA"), if any, which accompanies the specific Materials and Software, or
(b) if there is no EULA, these Terms and Conditions. The Materials and Software are made available for download solely for use by you according to:
Any reproduction or redistribution of the service not in accordance with the EULA is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. No logo, graphic, sound or image from any Ranks direct web site may be copied or retransmitted unless expressly permitted by ranks direct. Without limiting the foregoing, copying or reproduction of the materials or software to any other server or location for further reproduction, redistribution or any other purpose is expressly prohibited unless such reproduction or redistribution is expressly permitted by the eula accompanying such material or software.
As part of the Services, RANKS DIRECT may suggest that you acquire, install and use certain third party software ("Third Party Software"). Third Party Software is licensed to you by the respective owners or licensees of the Third Party Software. You must agree to the terms and conditions set forth by such owners or licensees before installing Third Party Software. RANKS DIRECT has no rights to the Third Party Software and does not license Third Party Software to you or make any representation or warranty regarding the Third Party Software.
To the extent that we provide technical assistance and support for Third Party Software or equipment, you must ensure that you comply with the terms and conditions under which you licensed such Third Party Software or purchased such equipment. We make no warranty that we are an authorized service provider for Third Party Software or for any equipment; it is your sole responsibility to determine if you require additional rights for us to provide such support and if so, to acquire such rights. You acknowledge that support of Third Party Software or equipment by an unauthorized service provider may void any warranty made by the supplier of such Third Party Software or equipment.
As part of the Services, RANKS DIRECT may suggest certain third party services to you. If you choose to subscribe to or otherwise use any third party services, your use of any such services is subject to the terms of service of such third party service provider. You agree to comply with such provider's terms of service and that the third party provider is solely responsible for delivery of its service(s) to you and your use of them. Third party services include but are not limited to technical support, portal, training, music, gaming and storage services that RANKS DIRECT may elect to make available from time to time. Violation of such third party provider's terms of service may, in RANKS DIRECT′s sole discretion, result in the termination of your customer account and use of service.
Notwithstanding anything to the contrary in no event shall RANKS DIRECT be liable to you in excess of the amounts actually paid by you to RANKS DIRECT under the Plan Order that is the subject of the dispute.
Any cause of action by you must be commenced within one (1) year after the cause of action arose or it shall be forever waived and barred.
RANKS DIRECT at its sole election may terminate or suspend your Service immediately without notice if, in the sole discretion of RANKS DIRECT:
(a) you are in breach of any of the Terms and Conditions (including but not limited to all policies regarding abuse and acceptable use of the Service) or any license for Third Party Software;
(b) your use of the Service is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Service, RANKS DIRECT′s network, or the use and enjoyment of RANKS DIRECT′s other users;
(c) RANKS DIRECT receives an order from a court to terminate the Service you are availing;
(d) you are no longer a RANKS DIRECT customer, or
(e) RANKS DIRECT determines that you are abusing the Service. RANKS DIRECT, in its sole discretion, may refuse to accept your request for the Service, renewal or re-subscription following a termination or suspension of your use of the Service.
If any provision of the Terms of Service is held invalid or unenforceable, that portion shall be enforced to the maximum extent possible, and all other provisions contained in the Terms of Service shall remain in full force and effect. RANKS DIRECT′s failure to enforce any provision of the Terms of Service shall not be deemed a waiver of such provision nor of the right to enforce such provision.
The RANKS DIRECT Portal is available internationally and may contain references to RANKS DIRECT products, services, and programs that are not available in a viewer's country. These references do not imply that RANKS DIRECT intends to make such products, services, or programs available in such country.
RANKS DIRECT reserves the right to amend the Terms and Condition, and the RANKS DIRECT Portal at any time by
(a) posting a revised version of the Terms and Conditions on the RANKS DIRECT's Portal or by
(b) sending information regarding any amendment to the Terms of Service to the email address you provide to RANKS DIRECT in connection with registration. You are responsible for regularly reviewing the RANKS DIRECT website to be notified of any amendments to the Terms and Conditions. Your use of the RANKS DIRECT Portal or the Services after an amendment to the Terms and Conditions shall be deemed acceptance by you of the amended Terms and Conditions.
This Agreement and the rights and obligations of the parties under this Agreement and any disputes arising out of or in connection with this Agreement shall be governed in all respects by the laws of the governing country without regard to conflicts of laws principles that would require the application of the laws of any other jurisdiction.
In connection with the performance, access and use of the service under this Agreement, each party agrees to comply with all applicable laws, rules and regulations including, but not limited to export, privacy and data protection laws and regulations. That each part represents that is not named on any denied party list of the governing country. Further, Customer shall not permit it user to access or use any Service or Content in an embargoed country or in violation of the governing country law or regulation. If necessary and in accordance with applicable law or regulation, we will cooperate with local federal and international government authorities with respect to the service. Notwithstanding any other provision in these terms, we may immediately terminate the agreement for non –compliance with the applicable law.
We warrant that the services will conform to the service description under normal use. We do not represent or warrant that (i ) The Use of our services will be timely, uninterrupted or error free or operate in combination with any specific hardware software, system or data,(ii)Our services will meet your requirement, or( iii)All errors or defects will be corrected. Use of the services at your sole risk our entire liability and your exclusive remedy under this warranty will be, at our sole option and subject to applicable law, to provide conforming service or the applicable order, and provide a prorated refund or prepaid fees from the date you notify us of the non – conformance through the end of remaining terms. To the extent permitted by applicable law, we disclaim all other warranties and conditions whether expressed or implied statutory or otherwise, satisfactory quality, title fitness for a particular purpose and non infringement. Some jurisdiction does not allow therefore some of the above exclusion may not apply to customers located in those jurisdictions.
All patents right to inventions, utility models copyright related right, trademark, services mark, trade business and domain right in trade dress or get-up rights in goodwill or to sue for passing off unfair competition rights, right in design, right in computer software, database right, topography right, moral right, right in confidential information(including know-how and trade secrets) and any other intellectual property right, in each case whether registered or unregistered and including all applications for and renewal or extension of such right and all similar equivalent rights or forms of protection in any part of the world.
For the purpose of this contract, Force Majeure Event means an event beyond the reasonable control of the supplier including but not limited to strikes, lockout or other industrial disputes(whether involving the work force of the party or other party)failure of a utility service or transport network act of god, war, riot, civil commotion, malicious damages, compliance with any laws or governmental order, rule, regulations or direction, accident, breakdown plant or machinery, fire, flood, storm or default of suppliers.
b) The supplier shall not be liable to the customer as a result of any delay or failure to perform its obligation under this contract as a result of a Force Majeure Event.
c)If the Force Majeure event prevent supplier from providing any of the service and/or goods for more than 4 weeks, the supplier shall without limiting its other rights of remedies have right to terminate this contract immediately by giving notice to the customer.
Neither party will be liable to the other party or to any other person for any indirect, special consequential or incidental loss, exemplary or other such damages arising out of or relating to (i) Loss of data (ii) loss of income (iii)loss of opportunity (iv) loss of profit or (v)cost of recovery, however caused and based on any theory of liability, including, but not limited to, breach of contract, including negligence, or violation of statute, whether or not such party has been advised of the possibility of such damages.
The service provider may at any time assign, transfer, charge, subcontract or deal in other manner with all or any of its right under the contract and may sub contract or delegate in any manner any or all of its obligations under the contract of third party.
The customer shall not without prior express written consent of the service provider, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the contract.
By signing up for our services online, or by agreeing for our services in any form (over the telephone, emails or other means of communication) you are agreeing to the above Terms and Conditions.