THIS TERMS OF SERVICE COMPRISES
1. These Special Terms and Conditions
These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity (‘you’), and CrabNebula Ltd (us), concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon posting or notifying you by email@example.com, as stated in the email message. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.
The Services are intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Services. If you are a minor, you must have your parent or guardian read and agree to these Legal Terms prior to you using the Services.
We recommend that you print a copy of these Legal Terms for your records.
We strongly advise you to pay careful attention to section 14 which deals with limitations of liabilities.
In this Agreement, except to the extent expressly provided otherwise:
“Acceptance Criteria” means:
the Distribution Platform and Application conforming in all material respects with their respective specifications; and
the Distribution Platform and Application being free from Defects;
“Account” means an account enabling the client to access and use the Distribution Platform and or Application;
“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with the relevant entity;
“Agreement” means this agreement including any Schedules, and any amendments to this Agreement from time to time;
“Business Day” means Monday — Thursday other than a bank or public holiday in Malta;
“Business Hours” means the hours of 09:00 to 17:00 CET on a Business Day;
“Change” means any change to the scope of the Services
“Charges” means the following amounts:
the amounts specified in the statement of work;
such amounts as may be agreed in writing by the parties from time to time; and
amounts calculated by multiplying the Provider’s standard time-based charging rates (as notified by the Provider to the Customer before the date of this Agreement) by the time spent by the Provider’s personnel performing the Support Services
A charge for use in excess of the agreed limits (listed in the statement of work(s)
“Confidential Information” means the Confidential Information of either party, provided as part of the relationship, that is either described as confidential or would reasonably understood to be confidential
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” should be construed accordingly);
“Client Customer(s)” means the entity to which the customer, resells the service to, or otherwise enters into a contract with, to access the service or allows to use the Service.
“Customer Data” means all data, works and materials: uploaded to or stored on the Distribution Platform or Application by the Customer; transmitted by the Distribution Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Distribution Platform; or generated by the Distribution Platform. (But excluding analytics data relating to the use of the Distribution Platform or Application and server log files);
“Customer Personal Data” means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement, but excluding personal data with respect to which the Provider is a data controller;
“Customer Systems” means the hardware and software systems of the Customer that interact with, or may reasonably be expected to interact with, the Distribution Platform and Application Service
“Data Protection Laws” means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679);
“Documentation” means the documentation for the Distribution Platform and Application produced by the Provider and delivered or made available by the Provider to the Customer;
“Effective Date” means the date of execution of this Agreement;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, or hosting service, hacker attacks, denial-of-service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Application” means CrabNebula, as specified in the Application Specification, which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;
“Defect” means a defect, error or bug in the Distribution Platform or Application having a material adverse effect on the operation, functionality or performance of the Distribution Platform or Application, but excluding any defect, error or bug caused by or arising as a result of:
any act or omission of the Customer or any person authorised by the Customer to use the Distribution Platform or Application;
any use of the Distribution Platform or Application contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or
an incompatibility between the Distribution Platform or Application and any other system, network, application, program, hardware or software not specified as compatible in the Distribution Platform or Application documentation;
“Insolvency Event” means: in relation to a corporate entity, any of the following events:
a petition is presented applying for an administration order to be made in respect of the other party or a petition is presented or notice is given or an order is made, or an effective resolution is passed for the liquidation or winding up (or any similar judicial process) of the other party;
the other party seeks or enters into any composition or arrangement for the benefit of its creditors or convenes a meeting for the purpose of making such arrangement or composition or suffers or permits any distraint or distress proceedings or an encumbrancer takes possession or an administrative receiver or a receiver or manager is appointed of all or any part of its assets or undertaking or if it takes or suffers any similar action in consequence of debt or a judgment is entered and is not paid out within seven days; or
The other party ceases or threatens to cease to carry on its business or substantially the whole of its business or disposes of its undertaking or stops payment or threatens to stop payment of its debts as and when they fall due or is deemed to be unable to pay its debts as they fall due;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, and rights in designs);
“Maintenance Services” means the general maintenance of the Distribution Platform and Application, and the application of Updates and Upgrades;
“Mobile App” means any mobile application that is made available by the Provider through a website optimized for use on a mobile device, the Google Play Store and the Apple App Store or similar platform;
“Order Form” means the documentation whether physical or on-line confirming an order with CrabNebula which sets out the requested Service, the Subscription Term, payment schedule and payment due dates as agreed between the parties;
“Personal Data” has the meaning given to it in the data protection laws applicable in Malta from time to time;
“Schedule” means any schedule attached to the main body of this Agreement;
“Services” means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
“Set Up Services” means the configuration, implementation and integration of the Distribution Platform or Application;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Distribution Platform or Application, but shall not include the provision of training services;
“Term” means the term of this Agreement,
“Third Party Services” means any hosted or cloud services provided by any third party that may transmit data to and/or from the Distribution Platform and Application Services;
“Update” means a hotfix, patch or minor version update to any Distribution Platform or Application software;
“Upgrade” means a major version upgrade of any Distribution Platform or Application software.
“User” means the individuals for whom a subscription has been ordered and who are authorised by you to access and use the Service, or a client of the customer, who has been vetted, bound by the same terms as the customer & authorised by the customer to access and use the service;
“We”, “Us”, “Our” or “CrabNebula Ltd” means CrabNebula whose registered number is C 103590 and whose registered address is at CrabNebula Ltd, 27, Triq it Tramuntana - Birgu, BRG1160, MALTA;
“you” means you, the person using our products, Service or visiting our Website and when applicable, the company to which that person is a director, consultant, subcontractor, associate or an employee
Description of Service
The Service shall be provided to you as set out in the applicable Service area. Any new features which are subsequently added to the Service during the Term shall also be, unless agreed otherwise in writing, subject to this Agreement.
CrabNebula Ltd cannot guarantee that the Service will be continuously available as the Service may be unavailable from time to time due to either:
scheduled downtime for Service upgrades and/or maintenance; and/or
any circumstances which are beyond Our reasonable control, such as technical failures, subject to CrabNebula having taken reasonable steps to identify and mitigate such risks
CrabNebula Ltd cannot guarantee any aspect of the Service which is reliant on third party services, such as Channels, Couriers, Hosting, ISPs, Internet Security Providers, Power, or critical sub-contracted services, beyond those guarantees provided by the relevant supplier. This is subject to reasonable care and attention by CrabNebula being applied to the selection of a vendor and taking reasonable steps to verify their competencies.
In order to subscribe to our Service, each account must be connected to an individual person. In the circumstance where you are an organisation, each account must be assigned to an individual employee at that organisation. We cannot accept any account where accounts are registered or run through automated methods.
You must provide your
full legal name
a valid email address for the main point of contact
your registered address
Correspondence address (if different from the above)
Contact details for your accounts department
Other information may be requested by CrabNebula Ltd in order to complete the signup process, or to access services, or are required by agreed third parties (such as couriers).
You are responsible for maintaining the security (including the accounts of those who you resell to) of your account login information (username & password and any third factor authentication service) CrabNebula Ltd cannot and will not be liable for any loss or damage from failure to comply with this security obligation. You must notify Us immediately in the event of loss of your username and password.
CrabNebula Ltd hereby grants you a limited, non-transferrable, exclusive licence to use and access the Service solely for your internal business purposes, provided that you shall not:
licence, sub-licence, sell, resell (except when bound by these terms), rent, lease, transfer, assign, distribute or otherwise exploit the terms of this licence or make the Service available for access or use by any person(s) other than the Users, save as is expressly permitted by this Agreement or authorised by CrabNebula Ltd;
use the Service to process any data unlawfully or for any third party;
allow any unauthorised access to, or use of, the Service. You must notify us immediately in the event that you become aware of any such unauthorised access to, or use of, the Service;
modify, adapt, decipher, decompile, reverse engineer or otherwise attempt to determine the source code of the Software which makes up the Service except as otherwise expressly permitted by law;
use the Service or allow the service to be used in an unlawful manner including, but not limited to, the infringement of any third-party intellectual property rights or use of the Service in breach of any third party’s privacy rights;
use the Service or allow the service to be used in a manner that interferes or disrupts with the provision of the Service by CrabNebula Ltd to third parties;
use the Service or allow the service to be used to upload, store or transmit any malicious code or other similar harmful software such as viruses, malware or trojan horses;
use the Service or allow the service to be used to make any transmission, display or publication of any material which is of a defamatory, offensive, abusive or menacing character to any other person; or
use the Service or allow the service to be used for any transmission, display or publication of any material in breach of the Maltese data protection laws (or any amending statute) dealing with data protection or similar legislation in any other country of any material which is confidential or is a trade secret.
You are responsible for ensuring that the Users (including those whom you resell to) comply with the terms of this Agreement and that Users do not access or use the Service in breach of this Agreement.
You may not transfer your concurrent licence to use and access the Service to any third party;
You may not use your account, or allow your account to be used, for any illegal or unauthorised purpose. You must not, during your use of this Service, violate any laws in your jurisdiction (including, but not limited to, copyright laws).
You may not adapt the service, (or allow the service to be adapted) in whole or in part, in order to circumvent the fee structure.
You agree to indemnify CrabNebula Ltd against all and any losses, costs and expenses CrabNebula Ltd may incur as a result of any breach by you of this clause 4., up to the limit of the actual amount paid by or payable by you, to CrabNebula Ltd during the previous four (4) months of the Service.
Various services may be required to be set up on your account or data input, you are normally required to set these services and/or input the data up yourself, and we may in rare circumstances, and at our sole discretion, set services or input data up on your behalf. In the event that you have set up the service and/or input data you are responsible for the data, both to verify that it is correct and that it is accurately input. Where services or data has been input by us you are solely and strictly liable to verify that the service has been set up and/or the data input correctly.
Pricing, Account Billing, Invoicing and Refunds
Prices of the services are listed on the website in Euros including VAT of 18% as per Maltese laws. The rate applicable in the country of destination located in the European Union may vary accordingly at checkout. Where VAT is not chargeable, this will also be accordingly reflected at checkout. Prices include VAT but exclude any other applicable taxes.
You shall be billed monthly for the Service from the Effective Date of your subscription term for the actual volume of services used. Payments received from you by CrabNebula Ltd shall be on a non-refundable basis, subject to the terms of this agreement and the dispute resolution mechanism herein. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months when you have not used the service.
CrabNebula Ltd reserves the right to suspend or terminate access to the Service upon 14 days written notice to you in the event of late or non-payment of CrabNebula Ltd’s invoices (except where late or non-payment relates to a dispute raised by you in good faith in relation to any invoice).
Notwithstanding the payment schedule for the Services to which you have subscribed, certain Services requested by you, may incur additional charges which will be invoiced monthly to you. We shall notify you in advance in writing of any additional charges applicable to your subscribed Services.
If you choose to add any additional Service during your Initial or Renewal Period, payment terms for any additional Service shall be agreed in writing with CrabNebula Ltd and will be set out in a new payment schedule.
Additional Users may be added to your account during your Subscription Term, and an additional charge per user will be payable in line with your contract terms stated on the order form when added to the Service.
At the conclusion of the Initial Term or any Further Term, We reserve the right to revert Fees to the then current list price.
Cancellation and Right to Monitor
Upon cancellation of an account, payment is to be made up to the end of the billing period you are in. Under no circumstances shall any refunds for non-use of the Service be given due to early termination of the Service by you without cause.
Cancelled accounts will have their data archived in a secure backup facility for up to 1 month after cancellation, upon the expiry of which it will be automatically deleted. During such 1-month period you can elect to have this data extracted and supplied to you or alternatively deleted.
CrabNebula Ltd recognises and confirms that the information from you contained in and processed by the Service is confidential. In the normal provision of the Service CrabNebula Ltd would not access or monitor your account. However, CrabNebula Ltd reserves the right to utilise such access in order to support, manage and protect the integrity of the Service (including but not limited to preventing illegal activity, uploading of virus infected files or questionable material, observing performance of Services and for general customer support).
Right of Refusal
CrabNebula Ltd has the right to accept or decline trial and paid account requests in its sole discretion with no obligation to detail the reasoning behind such decision.
Modifications to the Service and Prices
CrabNebula Ltd reserves the right to increase prices at the renewal of the contract. Notice will be given of at least 30 days in advance of any price changes. In the event that you do not agree to any price increases of which you are notified, you may terminate this Agreement within the aforementioned 30 day notice period on written notice to CrabNebula Ltd.
In order to fulfil its obligations in managing and upgrading the Service, CrabNebula Ltd may at any time amend the Service (where this does not materially impact the core functions relied on by the client) and any documentation relating thereto for any reason including, but not limited to: legal, technical, or business considerations. Should any change have a material impact the Supplier will discuss it with the customer, explain why the change is required and take reasonable steps to mitigate the impact.
For a period of 30 days after the client was made aware of any changes, the client will at their sole discretion, have the right to terminate any agreements for the provision of services that are affected by any change(s), immediately or within a set timeframe, in the event that, following any discussions with CrabNebula regarding changes made by CrabNebula to the Service, the client (at their sole discretion acting reasonably) considers that such changes will have a material adverse impact on them.
You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, CrabNebula Ltd or any CrabNebula Ltd product.
A support ticket may be raised by you at any time but you acknowledge that CrabNebula Ltd will only respond during the hours detailed in section above. Email support is available 24 hours, 4 working days per week (Monday to Thursday excluding Holidays), and we aim to respond within two working day.
Code and Data Ownership
Any data entered in or uploaded to the Service remain yours at all times and can be supplied if needed as a digital file upon request. For this there will be a charge of €75 as an administration fee. For the avoidance of doubt, the client has access to their data through the API access provided under this agreement and through the portal provided to access the service with no additional charges.
CrabNebula Ltd does not pre-screen any content, but reserves the right to refuse or remove any content available via the Service which is illegal, subject to civil action, or hosting can reasonably be considered to be materially damaging to Provider, although you acknowledge and accept that CrabNebula Ltd are not obliged to monitor such content as a standard part of the Service provided.
CrabNebula Ltd houses all Software on servers which are leased from third parties. A list of server locations can be provided on request. All hosting will comply with ISO27001 or equivalent standards. All hosting will be in the EEA. Unauthorised distribution of the Software without prior consent is strictly prohibited and includes placing our Software on any physical or virtual servers or mediums without special agreement or written consent from CrabNebula
Unless otherwise provided via normal OSS software channels, CrabNebula Ltd codebase is proprietary and will not be accessible for any account.
CrabNebula Ltd shall have the right to collect and analyse data and other information in relation to your use, provision and performance of the Services and CrabNebula Ltd will be free to:
use such data and information (during the term of the agreement and thereafter) in an aggregated and anonymised form to create reports and improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other CrabNebula Ltd offerings, and
in connection with its business disclose data and information on an aggregated and anonymised basis to third party commercial partners and investors.
Data Loss & Backups
CrabNebula Ltd will not accept under any circumstances the liability for any loss of customer data whether that be through general use, hacking or server failure subject to maintaining such data security standards as are necessary to comply with the Agreement and ensure that you are not in breach of data protection laws.
CrabNebula Ltd will operate one daily backup of the subscription account data and the server itself as a minimum. CrabNebula Ltd. will not backup any user asset data uploaded into the Distribution Platform. A backup of user asset data must be made and properly stored by the user themselves.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
Either Party may terminate this Agreement without cause, with 30 days prior written notice to the Other Party, to take effect only at the end of each month.
The customer may terminate this Agreement immediately in writing to CrabNebula Ltd if the Service and/or any material functionality of the Service is unavailable or inaccessible to you and your Users for either
more than three (3) consecutive days; or
more than five (5) days in any thirty (30) day period as a result of the fault or failure of CrabNebula.
Without prejudice to any other rights to which it may be entitled:
either party may terminate this Agreement with immediate effect if the other party commits any material breach of any of the terms herein and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of that party being notified under this sub-clause 12.3.1 of the breach, such notice to refer to the notifying party’s intent to terminate this Agreement unless the breach is remedied; or
either party may terminate this Agreement with immediate effect if the other suffers an Insolvency Event; or
in the case of a force majeure event as specified under the “Force Majeure” section below, either party may terminate this Agreement with immediate effect pursuant to that Clause.
CrabNebula Ltd may, as an alternative to sub-clause 12.3.1 above, cancel your access to the Service with immediate effect if you are in material breach of any obligation in this Agreement.
Verbal, physical, written or other abuse (including threats of abuse or retribution) directed towards any CrabNebula Ltd customer or employee will result in immediate account termination.
CrabNebula Ltd reserves the right to terminate or suspend any or all of its customer accounts if reasonably necessary, subject to reasonable steps being taken to communicate the reason why, to take reasonable steps to mitigate the effects on the client, and outline a time frame or steps needed to restore the service. Use of the clause would only be in extreme circumstances, and where no other reasonable course of action was available, discretion will be used. (Any action may be taken if needed for example, to ensure server integrity for other customers).
Upon termination of the agreement all amounts owing to CrabNebula Ltd, become due immediately. For the avoidance of doubt under this agreement, there are no new liabilities after the termination of the agreement, except where a subsequent agreement has been mutually agreed between the parties. This clause is subject to the Alternative Dispute Resolution mechanism.
At the end of the Initial term if the agreement has not been terminated within the terms of Clause 13, this agreement will auto renew for a period of 1 month.
As a user of the Services, you agree not to:
Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorised framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (‘gifs’), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as ‘spyware’ or ‘passive collection mechanisms’ or ‘pcms’).
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorised script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorised use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretences.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavour or commercial enterprise.
Sell or otherwise transfer your profile.
Use the Services to advertise or offer to sell goods and services
CrabNebula Ltd will at all times be committed to ensuring the confidentiality of information. Any information submitted by the customer will only be used by CrabNebula Ltd in accordance with the instructions of the customer or in accordance with the terms of this agreement.
Each party agrees and undertakes that during the term of this Agreement and thereafter it will keep confidential, and will not use for its own purposes, any information of a confidential nature (including without limitation trade secrets and information of commercial value) which may become known to that party from the other party (“Confidential Information”) nor without the prior written consent of the other party disclose to any third party any Confidential Information unless the Confidential Information:
is in the public domain at the Effective Date of this Agreement;
is already known to that party at the time of disclosure;
becomes public knowledge other than by breach of this Agreement; or
subsequently comes lawfully into the possession of that party from a third party who is under no obligation of confidentiality.
To the extent necessary to implement the provisions of this Agreement each party may disclose the Confidential Information to those of its employees and sub-contractors as may be reasonably necessary to perform its obligations under this Agreement, provided that before any such disclosure each party shall make those employees and sub-contractor aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees and sub-contractors with this clause 12.
Specifically, the terms of an individual agreement between CrabNebula and You, that is not publicly available is considered confidential. Without prejudice to any other rights or remedies that each party may have, you acknowledge and agrees that damages alone would not be an adequate remedy for any breach of this clause. Accordingly, We shall be entitled to the remedies of injunctions, specific performance or other equitable relief for any threatened or actual breach of this agreement.
Intellectual Property Rights
The Intellectual Property Rights in the Service and any hardware or Software used in connection with the Service is and will at all times remain CrabNebula Ltd’s property or that of CrabNebula Ltd’s licensors. This includes, but not limited to, the software code, and unique business process.
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided Clause 1.43. A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.
Use of the service means that unless you opt out in writing, CrabNebula Ltd has the option at their sole discretion to disclose the existence of the relationship to third parties, for the purpose of the marketing of CrabNebula Services. This includes reasonable use of the company name, brand and/or logo.
The obligations of each party under this Agreement shall be suspended during the period and to the extent that such party is prevented or hindered from complying with them by any cause beyond its reasonable control such as but not limited to flood, fire, earthquake, terrorism, riots, civil disorders, strikes, lockouts or other forms of industrial action on the part of CrabNebula Ltd staff. In the event that the cause continues for more than thirty (30) consecutive days, either party may terminate this Agreement immediately upon written notice to the other party in accordance with Clause 13.3.3 under the “Termination” section above.
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES’ CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Birgu, Malta. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of Malta.
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilise class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorised use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
This Agreement shall be governed by and construed in accordance with the laws of Malta and each party hereby irrevocably submits to the exclusive jurisdiction of the Maltese Courts. Notwithstanding the foregoing nothing herein shall preclude either party from seeking injunctions from any court of competent jurisdiction in order to protect its intellectual property rights or confidential information.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defences you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: