1. Purpose of these Terms – Agreement
This is a legally binding agreement (“Agreement”) between you (the “User” or “You”) and Us.
– a “Document” is a sequence of content, usually texts (at least one), that is connected to and displayed with any number of media files (including drawings, photographs, video, html or any other type of content) where the contents are to be used in sequence (regardless of whether the content is sequential) and where a combination of content is accessible as a single unit and has its own URL.
– “Content of Documents” means any content created or stored inside a Document, and includes, for the avoidance of doubt, any of Your trademarks, service marks, logos, indication of origin or any other protected identifier of the identity of Your goods or services.
– “Meta-Data” means any data created or collected by the Website in relation to the Users or the Documents or any content thereof, Users’ use of the functionalities of the Website, their interaction with Documents or Protected Content of Documents, or any similar kind of information or data.
2. Purpose of the Website
The Website provides functionality related to creating, bundling, combining and presenting content (e.g. guidelines, books, narratives, manuals etc), and other aspects of communication and content creation, management and/or publishing.
3. Users and User Accounts
Only persons (individuals or legal entities) who are legally entitled under their own laws to validly enter into contract may become Users.
Users who represent legal entities must ensure that they have the necessary powers in order to do so. Binders Media is entitled to verify, through its own processes, whether or not a User can validly represent a legal entity.
Any action or omission by a User on behalf of the legal entity that User represents, is deemed to be an action or omission of that legal entity vis-à-vis Binders Media.
When a User registers on the Website and creates his User Account, User will choose a username and password. User is responsible for maintaining the confidentiality and security of this username and password. Any use done through such username and password will be the sole responsibility of the User or the legal entity that User represents.
User must inform Binders Media immediately in case of any unauthorized use, misuse or abuse of User’s username or password, or any other breach of data security.
Binders Media is entitled to charge a fee for some or more functionality or scope of use of the Website and the User account. In such case, fees must be received by Binders Media prior to enabling such functionality or scope.
Consequences of termination are:
– User may no longer access the Website or its services, and its username and password will be invalidated.
– Any Content of Documents stored by User on the Website will remain available for archival purposes for a period of one month.
– User may request Binders Media to provide a copy of such Content of Documents for download. Binders Media may choose, at its discretion, the technical format in which such Content of Documents is made available (which, for the avoidance of doubt, must not be in a format technically compatible with the functionalities of the Website), and Binders Media may, at its discretion, choose to provide such a copy for download at a reasonable cost.
4. Use of the Website – code of conduct
Use of the Website is subject to normal rules of good behavior. That means, in practice, the following:
– You will only use the Website in the way it is clearly intended to be used; and
– You may not access or use any Content of Documents provided through the Website, except through the authorized Website functionalities, services or application programmable interfaces (“API’s”) made available by Binders Media or authorized by Binders Media; and
– You will not access or use functionality or Content of Documents provided except through the functionality provided by the Website; and
– You will not use any technology (e.g. data mining, spiders, crawlers, scraping and anything like it) to make any use of the Website or its data outside of what we authorize; and
– You acknowledge that Binders Media holds the copyright to the look and feel of the service – while you own your content and are free to extract your content, you may not copy any portion of the HTML, CSS, JS or other software code; and
– You will not do anything that is in breach of any applicable law, or that we reasonably consider to be in bad taste or unacceptable behavior.
We can block access to the Website or any part thereof if We find that You are or seem to be in breach of these rules. That does not limit Our other rights, e.g. to claim damages.
5. Ownership and Licenses
Your Content of Documents is and will always remain Your Content of Documents. We claim no intellectual property rights over Your Content of Documents.
The Website and all component parts thereof (including the look-and-feel, any underlying code, or any Meta-Data contained therein, but not any Content of Documents) and all intellectual property rights (copyrights, patents, trademarks, etc.) therein are owned by or licensed to Binders Media. Your use of the Website and any part thereof is subject to a license of use, which Binders Media grants you on a non-exclusive, limited, conditional and non-transferable basis.
As a condition of Your license, the following restrictions apply:
– You may not modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Website or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website or Meta-Data;
– You may not submit or connect to any software or other materials that contain any viruses, worms, Trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
– You may not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, compared to the normal or anticipated use of the Website;
– You may not use the Website in an attempt to, or in conjunction with, any device, program or service designed to circumvent any technological measure that effectively controls access to, or the rights in, the Website in any way including, without limitation, by manual or automatic device or process, for any purpose.
Between Binders Media and a User, ownership on Content of Documents is not affected by a User putting such content in a Document or performing any functionality thereon. Whoever owned the Content of Documents before remains owner afterwards.
However, it is the responsibility of the User (and not Binders Media) to ensure they have the appropriate and necessary rights to take any action in respect of Content of Documents on or through the Website.
In addition, by placing Content of Documents on the Website, You grant Binders Media an unlimited, worldwide, non-exclusive and royalty-free license to use that Content of Documents for the purpose of:
– Providing the Services and the functionality of the Website; and
– Creating and using the Meta-Data.
Except if provided otherwise in writing, no other rights to Content of Documents is granted to Binders Media, and You retain, at all times, the right to remove, delete, cease using, modify or in any other way use or decline to use any of the Content of Documents for which you have such rights.
6. Payments and scope of use
Use of most functionalities of the Website is subject to payment of the User fees charged by Binders Media, as agreed between Binders Media and the User.
Except if stated otherwise, all fees are exclusive of taxes (such as VAT), are payable upfront and non-refundable.
When pricing per use is agreed, Binders Media will provide an overview of actual use incurred, and charge accordingly.
Timely payment of fees is of the essence. When fees properly invoiced are not paid on their due date, Binders Media is entitled, without incurring any liability whatsoever, to suspend the User Account until full and final payment has been received.
Except if stated otherwise, all invoices are payable invoice date plus 15 days.
7. Warranties & indemnifications
Binders Media provides the Website and the functionality and services thereon “as is”, and provides no warranty, either express or implied, on any functionality or Content of Documents.
User acknowledges and accepts that use of the Website is at the sole risk and responsibility of User. Binders Media does not represent or warrant that the materials in the Website are accurate, complete, reliable, current, subject to correction, or error-free or that the Website or its servers are free of any harmful components.
User warrants that it has the right to use the functionality of the Website and that its use thereof will not infringe any third party rights.
User warrants that it has all the necessary rights to apply any functionality of the Website applied by such User to any Content of Documents used in any way by such User (this includes, but is not limited, to actions such as reproducing, publishing, modifying or creating derivative works from any content under copyright or any similar rights).
8. Limitation of liability
To the fullest extent permissible under applicable law, Binders Media will have no liability, and any User waives any claim, based on the Website, its performance and functions, the services provided thereon, the Content of Documents contained therein or accessed through the Website, or any transaction, service or functionality transacted or made available through the Website.
Binders Media will never be liable for any breakdown of the Website, interruption or malfunction of the services provided through the Website, or any other malfunction or technical issues related to the operation of the Website.
Binders Media will never be responsible for any links to third party websites, or any other connection to or interaction with third party materials or functionality.
Binders Media will never be responsible for any Content of Documents, either in respect of what is stated in such Content of Documents, in respect of any copyright or any other rights therein, or in any other way whatsoever. Only Users are responsible for any Content of Documents they put on the Website or apply any functionality on.
Under no circumstances will Binders Media be liable for any indirect losses, including any loss of business or loss of profit.
To the extent permitted by applicable law, in any event will Binders Media’s liability be limited to the lesser of the total value of monetary value paid by a User during the six months preceding the cause of liability or 1.000,- Euro.
9. General Provisions
Binders Media may suspend the provision of services or access to the Website at its discretion, with or without notice. Binders Media will never incur any liability as a result thereof.
If any provision of the Agreement is held by a court of competent jurisdiction to be legally ineffective or unenforceable, such provision shall, to the extent possible, be deemed rewritten to reflect the original intent of the parties, and the validity of the remaining provisions shall not be affected.
END OF DOCUMENT