Terms of Service2019-02-11T13:35:05+00:00

Terms of Service

ACCESSING, BROWSING OR OTHERWISE USING THE WEBSITE INDICATES YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS UNDER THESE TERMS OF SERVICE (HEREINAFTER: TOS) AND ANY OTHER RELATED POLICIES. SO PLEASE READ THE TOS AND ITS RELATED POLICIES CAREFULLY BEFORE PROCEEDING. YOU ARE REQUIRED TO USE YOUR BEST AND PRUDENT JUDGEMENT BEFORE YOU ACCESS THIS WEBSITE AND USE OF SERVICES AND TRANSACTING THROUGH IT. YOU WILL BE DOING SO AT YOUR SOLE RISK. IF YOU DO NOT WANT TO BE BOUND BY THIS TOS AND OTHER RELATED POLICIES, THEN YOU ARE BEING ADVISED AND REQUIRED TO LEAVE THE WEBSITE IMMEIDATELY AND NOT TO SUBSCRIBE OR USE ANY OF OUR SERVICES. YOUR USE OF THIS WEBSITE SHALL INDICATE THAT YOU ARE UNCONDITIONALLY CONSENTING TO OUR TOS AND OTHER POLICIES, RULES AND REGULATIONS.

These Terms of Service (hereinafter referred to as “TOS”) are an electronic record generated by a computer system and does not require any physical or digital signatures.

We, contentsync, provide content synchronization for the CMS Drupal at http://www.cms-content-sync.io/

The above domain name (hereinafter referred to as “Website”) is owned, operated and made available by Edge Box GmbH, headquartered in Pfnorstraße 10-14, 64293 Darmstadt, Germany, hereinafter referred to as “EB”).

1. Legal Definitions

Throughout the content of these TOS, references to “User” or “Subscriber” or “You” shall mean the end user accessing the Website, its contents and subscribing to use the Services offered through the Website indicated above, by providing registration data using the computer or other compatible device/systems.

“EB” shall mean Edge Box GmbH, its associates, franchisor, affiliates, and partners.

“Service Providers” shall mean independent third-party service providers.

“Force Majeure Event“ means an event, or a series of related events, that is outside the reasonable control of the party affected, including, but not limited to circumstances described in the following subchapters.

“User” – a person who is visiting our Website but does not subscribe to any of our Services.

“Subscriber” – a person who registered on our Website and is using our Services, including free services and free trial of paid services.

“1st level Support” – a person employed by EB who responds to issues and questions arising from the direct usage of the product. This person has no deeper understanding of the software on a technical level, but can respond directly to general questions, issues that are common and thus documented in a wiki and issues related to a known downtime.

“2nd level Support” – A person employed by EB who is able to track down issues reported from the 1st level Support by reviewing the configuration of the software, the availability of the software and the logs on either end to point to the source of the issue. This person understands how the software works on a technical level but has no access to the source code. This person decides whether the issue arises from the usage of the software, the installation / environment of the software or from the software itself.

“3rd level Support” – A person employed by EB who has access to the source code of the software and can debug issues based on the analysis from the 2nd level Support if it is a software issue.

2. Our Services and the scope of TOS

2.0. We provide the service of content synchronization in two variations:
a) as a Software as a Service model and
b) a self-hosted variant.

We facilitate the online access to the Services and use of our Services through appropriate subscription plans, described in the Appendix.

The following Terms of Service basically concern Users / Subscribers that are hosted by contentsync  (not including self – hosted Users/Subscribers, subject to individual License Agreements), meaning the persons that utilise Software as a Service model.  However, since EB also allows the persons to surf the Website without registering on the Website, these Terms of Service may also apply to such persons, including self – hosted Users.

2.1. We offer three different products:  1) “Content Staging”, 2) “Content Syndication” and   3) “Content Pools”.
Each product has 4 pricing categories:
–   Category “Free”: We provide limited service on a “best effort” basis. No guarantees regarding uptime or functionality.
–   Category “Starter”: We provide business hours service with 8h response time during business hours. Uptime guarantee: 95%.
–   Category “Business”:  We provide 24/7 service with 4h response time during business hours. Uptime guarantee: 99%.
–  Category “Enterprise”: We provide 24/7 service with 2h response time during business hours. Uptime guarantee: 99.5%.

2.2. Each product has a different price for each pricing category. Please note that pricing may change during the term of your agreement with us. In the event prices change (increase or decrease for marketing reasons), the User shall be notified upon 30 days’ notice.  The Subscriber shall be notified via provided email address unless agreed otherwise.  If the Subscriber does not agree with new pricing, the User is entitled to cancel the service upon 14 days’ notice provided via email to info@cms-content-sync.io.   The Subscriber, nevertheless, shall pay all fees due until cancellation date.

2.3.  Contentsync’s services, as a matter of principle, must be purchased from EB.  However, we aim to provide selected contracts with terms ranging from 0 to X months to facilitate free evaluation (variable for marketing and special offers). We provide discounts of X% as special offers (variable). The specific offer shall stipulate other specific conditions of the offer, if any.

3. Access to our Website

3.0. Access and Use of Website/Services shall be subject to these Terms of Service, including, to limited extent, cases in which a person is only visiting our Website and does not subscribe to our services. All visitors are subject to privacy policy, which is drafted in a separate document accessible on our Website.  Moreover, usage of the Website is strictly available only to persons who can form legally binding contracts under applicable law.

3.1.  If upon confirmation a User/Subscriber’s details are found to be incorrect (wholly or partly), then EB has the right in its sole discretion to reject, cancel or terminate the subscription and debar such User/Subscriber from accessing and/or using the Services without prior written intimation whatsoever. Without prejudice to any other rights available, in such circumstances EB, has the right to sue against such User/Subscriber for providing false information, in addition to any other legal remedies, if available in given circumstances.

3.2. The content of the Website, including but not limited to, text, audio, video, photographs, banners, illustrations, graphics and other visuals, is for informational purposes only and does not constitute an advice of any kind. User/Subscribers are advised, not to rely solely on the information provided on the Website and are advised to take prudent decision before making subscriptions to the Services.

3.3. Access to the Website and use of the Services are limited to the User/Subscriber’s internal business purposes only and should not be used for any unauthorized purposes.

3.4. User/Subscriber may submit, store any form of electronic data including but not limited to text, messages, communication, personally identifiable information or personal data (see our privacy policy on rules governing personal data).  The data submitted or stored by User/Subscriber cannot violate the laws of Germany and country in which the User/Subscriber is residing / is headquartered. User/Subscriber hereby declares and agrees that User/Subscriber are the “absolute owners” of the Service Data and any other information provided to EB. With regards to Service Data that includes personal information or personal data, it is agreed to by both the Parties that under any circumstances, EB shall not be deemed as a data controller under any applicable law or regulation for the time being in force.

3.5. User/Subscriber agrees that EB shall have the right to collect, use, analyze User/Subscriber’s Service Data for purposes related to the Services, to the extent allowable in applicable law, including General Data Protection Regulation and to the extent not prohibited in our Privacy Policy. This service Data may include but it is not limited to diagnostic/course corrective measures and also for the overall development and enhancement of the Website/Services.

3.6.  By using the Services, User/Subscribers are prohibited from:

  • Hacking the Website for gaining unauthorized access to the Services or its associated Services;
  • Sending unsolicited or unauthorized mails, or other form of unsolicited messages;
  • Infringing a third party’s intellectual property rights by storing or transmitting files, materials, data, text, audio, video, images or other content that leads to infringement;
  • Using the Website/Services in such a manner that interferes or interrupts the normal functioning of the Website/Services;
  • Attempting to discover the Source data and/or deciphering, decompiling, reverse engineering the Website/Services;
  • Posting, transmitting, uploading, any links containing unlawful contents, including but not limited to contents related to racism, obscenity or other forms of abusive, libelous, scandalous contents;
  • Posting, transmitting, uploading, any links containing viruses, malware, Trojan horses, time bombs, or any other malicious software.

3.7.  EB reserves the right, at its sole discretion, to change, modify, add or remove any portions of these TOS and other policies, at any time with notice or without any prior written notice to User/Subscriber.  If changes to TOS do not concern pricing, EB is not obligated to notify User/Subscriber about changes in the manner prescribed in par. 2.2. (concerning changes of pricing). It is User’s /Subscriber’s responsibility to check TOS for updates and to   review the amended TOS. User/Subscriber’s continued use of the Website following the posting of changes shall indicate that they accept and agree to such revisions. As long as User/Subscriber complies with these TOS and other policies, EB grants User/Subscriber a personal, non-exclusive, non-transferable, limited privilege to access and use the Website/Services.

3.8.  If the User/Subscriber does not accept TOS or amended TOS, the User/Subscriber shall not visit or use the Website any longer. If the Subscriber does not accept amended TOS, the Subscriber is entitled, provided that amendments do not concern pricing, to terminate this agreement upon  30 days’ notice  sent via email to info@cms-content-sync.io

Nevertheless, the User / Subscriber is obligated to pay all charges due until the date of cancellation.

4.   User Account

 

4.0.  During registration process, the User is required to provide EB with the following information to register an account, which may include personally identifiable information and EB’s Privacy Policy are herein incorporated by reference and deemed to be part and parcel of TOS, governing such usage on personally identifiable information:

  • Name;
  • User ID chosen by the User;
  • Password chosen by the User;
  • Email address;
  • Address (including country and ZIP/postal code);
  • Phone number, including mobile number;
  • Valid financial information;
  • Any other details that may be required during registration process, as determined solely by EB from time to time and any other details as the User may wish to provide voluntarily.

4.1. User/Subscriber shall be responsible for maintaining the confidentiality of your Account and Password and for restricting its access to any third party.

4.2. User/Subscriber shall be responsible for all activities that occur under your Account and Password.

4.3. User/Subscriber agrees to immediately notify  EB of any unauthorized use of User/Subscriber’s  password or account or any other breach of security, and ensures that User/Subscriber exits from the account at the end of each session.

5.   Subscription plans, billing and payments

5.0.  User/Subscriber may choose or select any of the Subscription plans related to the Services that are best suited to them, described in detail in Appendix.

5.1.  Subscription Charges associated with the Subscription plans are paid on a monthly basis. The amounts of charges are specified in Appendix.

 

5.2.  Any written notice given by EB to the User /Subscriber and given by the User/Subscriber to the HC under these Terms of Service must be either:

(a)        delivered personally or

(b)        sent by courier or

(c)        sent by recorded signed-for post or

(d)        sent by fax or

(e)        sent by email or

(f)         submitted using the User’s online contractual notification facility,

using the relevant contact details set out in Appendix.

5.3. The contact details may be updated from time to time by a Party giving written notice of the update to the other Party.

5.4.  Commencement of a User/Subscriber’s Subscription plan for a monthly, quarterly, half-yearly, or yearly term begins on the full payment of the Subscription Charges.

5.5.  Subscription Charges become due in full upon renewal of a User/Subscriber’s Subscription term. If a User/Subscriber fails to pay their relevant Subscription Charges, or the payment is due or becomes delinquent, such User/Subscriber shall immediately make the payment within three (3) business days of EB’s notice. Failure to pay will enable EB to charge a monthly statutory interest on any outstanding balance, as prescribed in Section 246 or 352 of the German Civil Code (Bürgerliches Gesetzbuch, BGB).  This amount does not include   all expenses of collection, and/or may result in immediate suspension or termination of the User/Subscriber’s account to access and/or use of the Website/Services.

5.6. No refunds or pro – rata refunds of Subscription Charges shall be given if a User/Subscriber elects to stop using the Website/Services during the Subscription term.

5.7. The Subscription Charges are exclusive of any taxes, levies, duties, including but not limited to value-added tax, sales or use tax, withholding tax imposed and/or assessed by any local, state, provincial governmental authority or by any German or foreign government. Unless and until EB is legally obligated and bound to include taxes on the invoice for Subscription Charges, it is the duty and responsibility of a User/Subscriber for paying such taxes except those taxes that are assessable and payable by EB on its income.

6.   The term of this Agreement and termination

6.0.  The term of this Agreement is 1 (one) month by default if the Subscriber did not choose terms: 3 months, 6 months or 1 year.  The price for subscription concerning all contract terms is the same and is described in the detail of the Appendix. The Agreement is subject to renewal if not terminated by each Party within the period:

  • last 2 weeks of the contract in case of 1-month contract,
  • last 4 weeks of the contract in case of 3-months contract,
  • last 2 months of the contract in case of 6-months contract,
  • last 3 months of the contract in case of 1-year contract.

6.1. User/Subscriber may cancel or terminate the Subscription of the Services at any time. In doing so, the User/Subscriber, to the extent if mandatory provisions of law do not apply, shall not be entitled to any refunds of any kind either in full or on pro-rata basis.

6.2.  EB reserves the right to modify or discontinue any or all part of the Services either temporarily or permanently.

6.3. If EB believes that a User/Subscriber has breached any of the obligations of this TOS, then EB reserves a right to immediately (without notices otherwise specified in these TOS) suspend, cancel, terminate, remove and/or discard any and all current and future use of the Services. In addition, EB shall not be liable to such User/Subscriber or any third party for suspension, cancellation, termination or discontinuation of the Services.

7.   Indemnity, liability and discounts

7.0. User/Subscriber declares that use of the Website/Services is intended for lawful purposes only and complies with all applicable laws and regulations.

7.1. User/Subscriber shall indemnify and hold harmless EB, its subsidiaries, affiliates, third-parties and their respective officers, directors, agents, employees against any and all claims brought by a third party for actions arising from or related to the unauthorized use of the Website/Services by the User/Subscriber, including but not limited to the misuse or operation of the Website/Services in combination or modification with other hardware or software belonging to a third party alleging infringement and/or misappropriation of its intellectual property rights.

7.2. In the event  EB is prevented from carrying out its obligations under these  TOS as a result of any cause beyond its reasonable control, including but not limited to unavailability of any communication system, virus attack in EB’s technological systems, breach, sabotage, war, earthquake, strikes, lock-outs, floods and  failure of  service  providers,  acts of government, then in such an event, EB shall, to the extent permissible by applicable law,  be relieved of its obligations and liabilities under this TOS as such fulfillment of the obligation is prevented by Force Majeure Event, as defined in subchapter 1.

7.3. We reiterate that we do not refund payments to the extent required by mandatory provisions of applicable law.  However, if we can’t match the uptime guarantee or response times for a single month, we reduce the price for that month in three following steps depending on the purchased product:

– by 5% if the downtime is up to twice as long as agreed,

– 10% if it is up to three times as long,

–  and 15% if it is longer than three times as long as agreed.
If the customer paid already, the discount will be applied as a credit for upcoming purchases.

7.4. We offer the following additional discounts:
– Volume discount, applied individually depending on the number of products purchased.
Reseller discount, applied individually if the client overtakes the 1st level support and 2nd level support (analysis) for his clients.
– Contract term, applied individually if the contract term is longer than 1 month. It can either be 1 month, 3 months, 6 months or 12 months.  The contract term amounting to 1 month is not associated with a discount (no discount). The contract term amounting to 6 months is associated with 4% discount. The contract term amounting to 1 year is associated with 7% discount. The contract term amounting to 3 years is associated with 15% discount.
– Advance payments, applied individually if the product or license is purchased for more than one month in advance (default).
– Marketing support, applied individually if the client supports our marketing and/or sales team according to individual terms. This includes but is not limited to being displayed as a testimonial, answering questions of other customers and talking to potential new customers directly to recommend the product.

8.   Scheduled and unscheduled maintenance

EB endeavors to provide/make available the Website/Services in an uninterrupted manner to the User/Subscribers. However, the Website/Services may be subject to down time and/or may not be available temporarily due to scheduled maintenance activity initiated by EB and/or its Service Providers and such scheduled maintenance activity may be intimated to the User/Subscribers through email by EB. In addition, the Website/Services may be unavailable due to unscheduled emergencies and/or for other causes beyond EB’s and/or its Service Providers reasonable control (please see Force Majeure Event, as defined in subchapter 1) and for such unscheduled emergencies prior intimation shall not be given by EB.

9.   Disclaimer of warranties

 

9.0. EB DOES NOT PROVIDE WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR USAGE AND NON-INFRINGEMENT BECAUSE THE WEBSITE/SERVICES IS PROVIDED AND IS MADE AVAILABLE ON AN “AS IS” BASIS.

9.1. EB DOES NOT WARRANT AND DISCLAIMS THAT THE WEBSITE/SERVICES WILL BE AVAILABLE/PROVIDED IN A TIMELY, SECURED MANNER, UNINTERRUPTED, FREE FROM ANY ERRORS, INCLUDING BUT NOT LIMITED TO VIRUSES OR OTHER MALICIOUS SOFTWARE.

9.2. RECEIPT OF INFORMATION THROUGH THE WEBSITE OR THE RECEIPT OF SERVICES BY USER/SUBSCRIBER DOES NOT CREATE OR CONSTITUTE WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED.

 

10. Disclaimer of warranties

10.0. EB AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, DIRECTORS, LICENSORS OR ANY OTHER PERSON ASSOCIATED WITH THE DEVELOPMENT, OPERATION OF THE WEBSITE/SERVICES, TO THE EXTENT ALLOWABLE BY MANDATORY PROVISIONS OF APPLICABLE LAW, SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) TO A USER/SUBSCRIBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL LOSS INCLUDING BUT NOT LIMITED TO DATA LOSS, BUSINESS INTERRUPTIONS, LOSS OF PROFITS, SALES, BUSINESSES, IRRESPECTIVE OF THE FACT WHETHER THE USER/SUBSCRIBER HAS BEEN ADVISED OF THE POSSIBILITY OF THE FORESEEN/UNFORESEEN LOSS/DAMAGES.

10.1. USER/SUBSCRIBER AGREES THAT IN CASE OF DIRECT LIABILITY ARISING OUT OF ANY SUBSCRIPTION OR USE OR EMPLOYMENT OF THE SERVICES, WITHOUT ANY FAULT ON THE PART OF THE SUBSCRIBER, EB’S AGGREGATE LIABILITY SHALL BE LIMITED TO SUBSCRIPTION CHARGES PAID DURING THE TWELVE MONTHS PRIOR TO THE INCIDENT GIVING RISE TO SUCH DIRECT LIABILITY. UNDER NO CIRCUMSTANCES, THE TOTAL LIABILITY SHALL EXCEED THE VALUE OF TWELVE MONTHS SUBSCRIPTION CHARGES.

11. Customer support and updates

11.0. Our basic response time of the 1st level support is based on the package as stated in para. 2.1.

11.1. Response time is measured as the time when the email reaches our ticketing-system or the ticket is created from the client. Response time does not indicate resolution time. In case of 2nd or 3rd level support, the resolution of the case may take longer. The response time for the 2nd level support is twice as long compared to the 1st level support, the response time for the 3rd level support is four times as long.

11.2. The User / Subscriber is responsible for continuously updating the Drupal module cms_content_sync that we provide for free to have the latest security patches applied. We regularly update the Sync Core (backend) as well. These updates are for free, meaning that they are included in the subscription prices. The said updates are mandatory, meaning they must be applied to facilitate proper service.

12. Intellectual property, non – disclosure

12.0. Any and all Intellectual Property Rights, including but not limited to copyrights, inventions, patents, trademarks, trade secrets, domain names, know-how, which subsists now or in the past or which subsists in the future regarding the Website and/or Services shall exclusively belong to EB and those rights shall not be reproduced or disclosed or used in their original or translated form by the User/Subscriber that might jeopardize the legitimate interests of EB in any manner, either directly or indirectly.

12.1.  Users/Subscribers are only granted limited rights to access the Website and/or use the Services as expressly stated herein. They are not entitled to claim a right or any additional rights in the Website/Services and/or any other Intellectual Property Rights associated therewith.

13. No waiver

EB’s failure to insist upon strict performance of any provision of this TOS shall not be deemed to be a waiver of its rights or remedies in respect of any present or future default of the User/Subscriber in performance or compliance with any of these  Terms of Service.

14. Governing law and jurisdiction

These TOS along with the Privacy Policy, shall be governed by the laws of Germany and applied worldwide. In case of any legal disputes, the users and/or subscribers of the Website and/or Services hereby agrees to submit to the exclusive jurisdiction of courts in Germany.

Prior to resorting to litigation, the User/Subscriber is obligated to attempt to resolve dispute by contacting customer service at info@cms-content-sync.io. EB shall reply to User/Subscriber complaint within 30 days.

 

 

15. Entirety

These TOS along with the Privacy Policy, and other rules and regulations, as determined by EB from time to time shall constitute the entire agreement between EB and User and/or Subscriber and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

16. Severability

If a court of competent jurisdiction holds any provision of this TOS to be invalid, such invalid provision shall be severed and have no effect on the remaining provisions of this TOS and they shall continue in full force and effect.

17. Notice

Any notice and other communications to EB shall be by email addressed to info@cms-content-sync.io  and that email receipt is to be acknowledged by EB. If the delivery fails, notice can be sent to the address mentioned below:

Edge Box GmbH

Pfnorstraße 10-14

64293 Darmstadt

Germany