BitsNGo Term of Service
By Clicking “I agree” and “Signup” and/or by Signing an associated service order form, The Customer represents and warrants to the supplier of the Service or Services (herein: “BitsNGo”), that the information he, she or it has provided and will provide to BitsNGo for purposes of establishing and maintaining the service is accurate, and the person executing this Agreement is legally entitled to represent the entity to be engaged in this Agreement. If the Customer is an individual, the Customer represents and warrants to BitsNGo that he or she is at least 18 years of age.
Customer represents that in entering this Agreement, it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this agreement) that it shall have no remedy in respect of such representations and (in either case) BitsNGo shall have no liability otherwise than pursuant to the express terms of this agreement.
BitsNGo Terms and Conditions
BitsNGo is a Software-as-a-Service (SaaS) provided as is and encapsulates solutions of third party providers.
By Joining the BitsNGo services (the “Service” or “Services“), you, as the customer (“Customer“) confirms that you have read and understood these terms and conditions and agree to be bound by them, together with any other written agreements and appendices executed between the Customer and BitsNGo from time to time (Collectively: “this Agreement“).
- Terms of Engagement
- This Agreement shall be in force and continue indefinitely unless terminated in accordance with the terms of this agreement.
- The fees due to BitsNGo for the Service, and the terms of renewal and termination of the Service and of this Agreement shall be as provided in the relevant offer ordered and approved by the Customer using the BitsNGo order interface.
- The renewal of a service and/or the addition of a service shall be conducted in accordance with that set forth in this Agreement and subject to the terms hereof. The renewal of any service shall be done automatically, from the date of the expiration of the Initial Term (or any subsequent Renewal Term, as applicable), and for such period of time as defined for that service, unless the Customer shall give notice, in writing to the Company, at least 60 days prior to the expiration of the Initial Term or prior to the expiration of any renewal period thereafter, that it intends to terminate this engagement. The termination of any service separately and/or any order for service as set forth in the Service Order Form shall not derogate from the Customer’s undertakings to receive and to make payment in respect of any other active service that appears on any Service Order Form which was signed further to the signing of this Agreement.
- After entering the details of the engaging entity, which must be full, true and accurate, and must be done by a capable representative of the Customer, Customer will receive the a welcome pack, consists of accessing information to his or her account, instructions and reference to relevant documentations and other assisting information in order to facilitate the Service.
- The Service explicitly excludes any obligation to provide support, maintenance or professional services. Support, maintenance or professional services may be provided on a best efforts and maybe required to order separately.
- The specification of the Service is as described on the website describing the particular package the Customer has purchased and is governed by this Agreement. BitsNGo may modify the Services and/or third party providers from time-to-time upon its sole discretion.
- THE SERVICE IS PROVIDED “AS-IS”, WITHOUT ANY WARRANTY OR LIABILITY OF ANY SORT, AND BITSNGO OR ANY ONE ACTING ON ITS BEHALF SHALL BE EXPLICITLY RELEASED FROM ANY AND ALL LIABILITY WITH RESPECT TO THE SERVICES, TO THE FULLEST EXTENT PERMITTED UNDER LAW.
- Customer Data Intellectual Property Rights
- The Customer’s use of the Services to deliver data or content of any and all sorts (“Customer Data“) shall be done in accordance with all relevant laws and shall not infringe any third party rights. Any and all Customer Data delivered via the Services shall remain the Customer sole property and under the Customer’s sole responsibility and liability. Customer explicitly represents it has all rights required in order to use the Services, including all rights required for the use of the Services to distribute the Customer Data. The Customer shall indemnify and hold BitsNGo harmless from any direct or indirect damage, loss, liability, claim or demand and all expenses incurred in connection therewith.
- Nothing in this Agreement shall be deemed to transfer any intellectual property rights from BitsNGo to the Customer or from the Customer to BitsNGo, except from all rights and licenses required for BitsNGo in order to provide the Services, such as the license to deliver, relay and/or transmit the Customer Data using the Services.
- The Customer acknowledges that all intellectual property rights in the Services shall remain with BitsNGo and/or their respective suppliers or licensors, and the Customer shall have no rights in or to the Services except as explicitly provided herein.
- Customer undertakes to refrain from any circumvention of the Services or the intellectual property rights related to the Services, and shall avoid any act or omission which may jeopardize the Services, BitsNGo or its rights.
- This Agreement explicitly excludes the provision of any Customer Support or Maintenance. For non-prioritized support contact: firstname.lastname@example.org.
- The Customer shall be charged by BitsNGo in accordance with the terms of the commercial offer selected and/or the commercial order form signed by the Customer upon the execution of this Agreement. The Customer shall pay any uncharged sum, for any reason whatsoever, due under this Agreement, within no later than 7 calendar days as of the receipt of a bill, notice or request by BitsNGo.
- Notwithstanding anything to the contrary in this Agreement or any other Agreement signed between the Customer and BitsNGo, Payment is due on end of each calendar month and processed via Credit Card at the beginning of each following calendar month. Services are not refundable and any consumed service will be charged in accordance with the terms specified in the offer.
- The Customer acknowledges that the amount of the fee for the Service is based on the Customer’s agreement to pay the fee for no less than the entire initial service term, as described in the corresponding package offered by BitsNGo (bitsngo.com) or any applicable signed any Order Form or Service Agreement or Both (collectively “Associated Agreements”).
- BitsNGo may change its rates and fees for Services, if such a change notifies the customer at least thirty (30) days prior to the effective date of new fees. The Customer is entitled to terminate this Agreement with effect from the fee change. If the Customer does not give a notice of non-renewal, the Customer shall be deemed to have accepted the new rate and/or fee.
- All charges, fees and payments due or paid to BitsNGo hereunder may not be cancelled and are non-refundable, unless expressly stated otherwise, in writing, subject to applicable law.
- The Customer may not and shall not deduct, setoff or otherwise withhold any payment due hereunder, including in case of service or availability problems.
- Unused quotas and volumes ordered by the Customer for a certain period shall not carry over and shall be deemed expired and void upon the expiry of such period.
- Disclaimer of Warranty; Limitation of Liability
- BitsNGo does not represent or warrant that the Services will be error-free or accessible at all times, the delivery of the services will be uninterrupted or without delay, or that defects will be corrected. If BitsNGo fails to rectify any error in the Service or part thereof, then the sole and exhaustive remedy the Customer shall be to terminate this Agreement as the date of a duly given notice received by BitsNGo,
- The Customer agrees that BitsNGo shall not be responsible for unauthorized access to or alteration of the Customer’s data. BitsNGo explicitly disclaims any and all liability and warranty, to the fullest extent permitted by law. BitsNGo shall not be liable or responsible and disclaims any and all warranties regarding any part of the Services provided by third parties, regardless of whether those services appear to be provided by BitsNGo.
- Notwithstanding any provision herein, under no circumstances shall BitsNGo be liable towards the Customer or any person claiming under or through the Customer, for any damage or loss, explicitly including any theoretical, indirect, exemplary, consequential, punitive or other damages or expenses, including any loss of profits or loss or damage to goodwill, loss of data or loss of a business opportunity, except for direct damages incurred do to a willful or intentional act by BitsNGo.
- Customer acknowledges that Customer is solely responsible for: (a) any bandwidth theft related to Customer’s account (for example, leeching or hotlinking/direct linking to content), (b) all resulting bandwidth costs, and (c) implementing any monitoring and defensive measures (whether offered by BitsNGo or another party).
- Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of BitsNGo and any on its behalf under any theory of law (including breach of contract, tort, strict liability and infringement) shall be explicitly limited to the sums actually received by BitsNGo from the Customer in the month preceding the events giving rise to the Customer’s claim.
- BitsNGo shall not be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause beyond its control, including, without limitation, any of the following: any act or omission of a third party (explicitly including third party providers related to the Service), force majeure including act of God, governmental act, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, flood, explosion, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of similar magnitude or nature. For the avoidance of doubt, nothing in this section or this Agreement may excuse the Customer from any payment obligations under this Agreement.
- All other conditions, representations, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
- In case that Customer and BitsNGo has signed Associated Agreements, any termination terms are subject to such Associated Agreements. If no other Associated Agreements are signed, either party may terminate this agreement at any time on written notice to the other party if the other party is in material or persistent breach of any of the terms of this agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach.
- Notwithstanding any other provision under this Agreement, BitsNGo may at any time terminate this agreement for any reason by giving written notice to the Customer, whereas the Customer may terminate this agreement by giving notice in writing to BitsNGo in accordance with the commercial terms set upon the execution of this Agreement.
- The Customer agrees that BitsNGo may suspend services to the Customer without notice and without liability, at its sole discretion, if: (a) BitsNGo reasonably believes that the Service may be used in violation of this Agreement, any applicable law or any third party rights; (b) if the Customer fails to pay any fees due to BitsNGo hereunder or under any other agreement or relation.
- Upon termination of this Agreement for any reason: (a) all rights granted to the Customer under this agreement shall be revoked and cease to exist; (b) the Customer shall immediately pay to BitsNGo any sums due to under this Agreement.
- Data Protection
- The Customer hereby represents and acknowledges that BitsNGo and/or any on its behalf may relay and/or deliver and/or otherwise process the Customer’s data, which is provided by the Customer and under permission of the respective owners of the rights in the Customer data. Customer hereby grants BitsNGo an unlimited license and right to use the Customer data for the purpose and in order to facilitate the provision of the Service ordered by the Customer under this Agreement.
- BitsNGo may, without notice to the Customer, report to the appropriate authorities or third parties of any conduct by the Customer or any of the Customer’s clients or end users with respect to any suspected or alleged violation of applicable law, and may provide any information regarding the Customer or any of its clients or end users in response to a formal or informal request, claim or complaint from any third party or any law enforcement or regulatory agency, including in response to a request or anticipated request or civil action.
- BitsNGo shall not disclose any Customer data to third parties, but may process anonymous data for purposes such as internal statistics, commercial sale and promotion.
- Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes (unless in accordance with clause 5.5) nor without the prior written consent of the other disclose to any third party, any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party. The provisions of this clause shall remain in full force and effect for 1 year after the termination of this agreement for any reason.
- Confidentiality: Unless explicit published and/or made publicly available, not including any information, documentation, method, technical or commercial, or any other material (herein “Confidential Information”) that is accessible only to permitted (authenticated and authorized) users, is confidential and the Customer may not implicitly and/or explicitly expose this Confidential Information and will make its best efforts to keep such information confidential.
- Network Protection: BitsNGo measures Customer’s total bandwidth (the “Bandwidth Data Samples”). A Traffic Spike occurs when Customer’s Bandwidth Data Sample indicates that Customer’s bandwidth utilization exceeds 1 Gbps; or any applicable network metrics that are used by BitsNGo to determine such Traffic Spike. Should Customer anticipate a Traffic Spike, it shall use commercially best efforts to provide BitsNGo notice at least 48 hours prior to the anticipated Traffic Spike (“Spike Notice”). BitsNGo will respond to a Spike Notice within a reasonable time prior to the anticipated Traffic Spike, with a determination as to whether it can accommodate the Traffic Spike. Should BitsNGo reject the Traffic Spike, or if BitsNGo determines in its sole discretion that a Traffic Spike without Spike Notice threatens the quality of network services for other customers, or may impair or disrupt services or incur additional costs, then BitsNGo reserves the right to deny, suspend, terminate Services or incur additional costs to the Customer to extent that they create a Traffic Spike.
- Abuse of Network or Misuse: Customer acknowledges that BitsNGo measures network’s quality to maintain the quality of network services for all customers. Each month, if Customer delivers content and is generating more than 4000 requests per 1 (one) GB of delivered traffic and/or is reaching a peak to average bandwidth ratio that is greater than 2.5:1, then BitsNGo reserves the right to: (a) suspend Service to Customer; and/or (b) incur additional charges to Customer.
- Indemnification: The Customer shall defend, indemnify and hold BitsNGo harmless from any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against BitsNGo or any person on its behalf in connection with the Services, this Agreement and/or any breach of these provisions, and/or any acts or omissions by the Customer.
- Compliance: The Customer will not use the service in any way or for any purpose that would violate, or would have the effect of violating, any applicable laws, rules or regulations or any rights of any third parties, including without limitation, any law or right regarding any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy rights. BitsNGo shall be explicitly permitted to suspend, restrict or terminate any part of the Services, including in the event of receipt of a notice under any law including a takedown notice in accordance with the voluntarily adopted procedures of the Digital Millennium Copyright Act 1998, at its sole discretion.
- No Waiver: No omission or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or claim.
- Severability: The provisions of this Agreement are severable.
- Third party rights: No term of this agreement shall be interpreted as to confer or give rise to any right or claim of a third party.
- Notices: Any notice required to be given pursuant to this agreement shall be in writing, and shall be sent to the other party by first-class mail or e-mail.
- Entire agreement: This Agreement, the terms of the relevant offer on http://www.bitsngo.com and/or any signed Associated Agreements, contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings.
- Governing law and jurisdiction: This Agreement is made in accordance with the laws of The State of Israel. Any dispute between parties with respect to this Agreement shall be brought exclusively before the courts of Israeli Courts.