HOTSNOW SERVICE TERMS AND CONDITIONS
PLEASE READ THE TERMS AND CONDITIONS ("TERMS") CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. BY ACCESSING OR USING THE SERVICE, YOU AGREE TO COMPLY WITH AND BE BOUND BY THE TERMS. BY CLICKING THE "ACCEPT" BUTTON BELOW OR CLICKING THE CHECKBOX WHILE REGISTERING WITH THE WEBSITE, YOU ACCEPT THE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THE TERMS CONTAINED HEREIN.
Hotsnow, which is owned and operated by BlueRoad OÜ (14959479) whose registered offices are located in Tallinn, Estonia (hereinafter referred to as "Company"). Hotsnow is in the business of web development, web design, and concierge services ("Service").
For the purpose of the Terms, wherever the context so requires "You", "Your" or "Client" shall mean any natural or legal person who has agreed to become a Client of the Company by purchasing the Service.
The term "Company", "We", "Us", "Our", shall mean Hotsnow.
1. WEB DESIGN SERVICES
We will provide the Services to You on a monthly fee basis subject to the terms and conditions of this Terms.
2. FEES AND EXPENSES
2.1 You shall pay Us for the Services rendered under this Terms an amount of _______ for each month via payment mode as designated by Us. You will have the option to subscribe to monthly or yearly subscription packages (i.e Monthly Package of six (6) months and Yearly Package of twelve (12) months") offered by Us.
2.2 You hereby agree that We shall have the right to charge the fees to Your credit card for each month for the Services rendered under this Terms. All payments in respect of the Services shall be made to Us by You in a timely manner as provided in this Terms without default.
2.3 You hereby expressly acknowledge and agree that the fees specified in these Terms will cover only the Services rendered as part of the scope of the current engagement. Notwithstanding anything contained in this Terms Fees shall not include fees for any external services rendered by Us or Our employees or subcontractors or vendors. Such external services shall include, but not limited to, third-party integrations, SSL certificate, domain registration, plugins, etc. We shall charge You for such external services separately. You will pay for external services as charged by Us on case to case basis.
2.4 Notwithstanding the foregoing, We shall offer You a hosting service for websites free of charge provided such a website does not exceed the 10 sub-pages limit. We shall charge You for hosting services in relation to websites with more than 10 sub-pages.
2.5 We will provide an invoice to You for rendering the Services on monthly basis. Invoices shall be due and automatically charged through Your credit card or any other payment method as designated by Us at the end of each calendar month.
2.6 You shall pay the invoice within seven (7) days from the date of invoice. All Your late payments shall attract an interest rate as permitted under the applicable law.
3. TERM AND TERMINATION
3.1 You hereby agree and acknowledge that these Terms shall commence on the date of Your acceptance of this Terms and shall continue to be in effect for a minimum of six (6) months (Monthly Package) or for a period of twelve (12) months (Yearly Package) ("Initial Term"). Following the completion of the Initial Term, these Terms shall automatically renew for a period of twelve (12) months period on a successive basis unless and until terminated by the parties.
3.2 You shall have no right to terminate this Terms or cancel the subscription of the Services during the Initial Term except during the Trial Period (i.e 14 days from the date of Your acceptance of this Terms ). During the Trial Period, You may terminate the respective Service provided You are not satisfied with the Services in that case only You will have the right to terminate the Services.
3.3 Notwithstanding the foregoing, We may suspend the Services due to default in the payment of Your fees. Such suspension will be revoked by Us subject to Your payment of fees due under this Terms.
3.4 Notwithstanding the termination of this Terms or suspension of the Services for any reason within Initial Term, You shall be liable to pay Us fees for the Initial Term. Accordingly, We shall charge the fees for Initial Term to Your credit card.
3.5 Excluding Initial Term, these Terms may be terminated by a party on the reason of the other party's inability to cure any material breach of these Terms within 30 days of receipt of breach notice from the non-breaching party.
3.6 Notwithstanding anything contained in this Terms, We may terminate this Terms for Your default in the payment of fees due under this Terms or use of the Services by You in violation of this Terms.
3.7 No legitimate expiration or termination of these Terms or suspension of the Services will impose any liability on Us for any loss incurred by You. Termination or expiration of this Terms or any Service, before or after the Initial Term, shall not relieve You from Your payment obligations in any case whatsoever.
If the Services provided by Us to You does not conform to the specifications described by You, then You shall within fifteen (15) days from the date of performance of the Services notify Us in writing of non-conformity of the Services with agreed specifications. We may make commercially reasonable efforts to correct any non-conformity as notified by You. If non-conformity notice is not received within fifteen (15) days from the date of performance of the Services then the Services shall be deemed accepted by You and shall be deemed to conform entirely to the specifications described by You.
5. CHANGE IN SPECIFICATIONS
5.1 You may request any changes to the specifications in relation to the Services provided Under these Terms. If You request such a change, We may use our best efforts to implement the requested change in a reasonable time frame.
5.2 In the event that the proposed change will, in Our sole discretion, require an extended timeline in the performance of the Services or would result in additional expenses. In such case, We shall notify You about the requirement of an extended timeline or incurring additional expenses.
5.3 You may elect either to withdraw the proposed change or require Us to deliver the Services with the proposed change subject to the extended timeline and/or payment of additional expenses by You.
You acknowledge and agree that all the intellectual property rights (IPR) in the Services shall be Our exclusive property. You shall own the Services (excluding Our IPR) subject to the payment of the applicable fees without any default. You hereby agree that You shall not claim any ownership of Our IPR in the Services in any circumstances whatsoever.
7. CONFIDENTIAL INFORMATION
7.1 Each party ("Discloser") may disclose certain confidential or proprietary information to another party ("Recipient") that is marked as confidential or disclosed under the circumstances reasonably indicating its confidentiality ("Confidential Information").
7.2 The Recipient shall use the Confidential Information for the purpose of rendering the Services under this Terms. Without the Discloser's prior written permission, the Recipient will not disclose any Confidential Information to any person (except to the Recipient's employees) or use the Confidential Information in violation of this Terms.
7.3 The Recipient shall ensure all its employees who have access to Confidential Information on a need to know basis shall abide by the confidentiality terms and conditions of this Terms. The Recipient shall be fully liable and responsible for the acts or omissions of its employees under this Terms.
7.4 The court may require the disclosure of the Confidential Information by the Recipient in such case the Recipient shall disclose the Confidential Information to the extent needed by the court. The Recipient shall treat the Confidential Information with at least the same degree of care and protection as it will use with respect to its own confidential information of a similar nature.
8. REPRESENTATIONS AND WARRANTIES
Each party hereby warrants and represents to the other party that:
8.1 It has full power and authority to enter into these Terms and perform its obligations hereunder.
8.2 This Terms has been duly executed by both parties and these Terms constitute their legal, valid, and binding obligation enforceable in accordance with the terms enumerated in this Terms.
8.3 The execution of these Terms shall not result in the violation of any third party agreement to which such party is a party.
We hereby warrant to You that:
8.4 We will provide the Services in compliance with the provisions of these Terms.
8.5 We will act in good faith and use reasonable skill and care in rendering the Services under these Terms.
8.6 The performance of the Services by Us shall not result in a violation of any third party intellectual property rights.
You hereby represent and warrant to Us that:
8.7 Usage of the information or materials provided to Us by You to render the Services shall not result in a violation of any third party intellectual property rights;
8.8 You shall use the Services in accordance with the terms and conditions of this Terms and all applicable laws;
8.9 You shall not permit any third party to access and use the Services without Our prior written consent.
9. YOUR OBLIGATIONS
9.1 During the performance of the Services, You will co-operate with Us as We reasonably require from time to time.
9.2 You shall provide the requisite information and layout of Your requirements to Us for the provision of Services under these Terms.
9.3 You will comply with all the applicable laws in the provision of the Services.
9.4 You shall honor all Your payment obligations within agreed timelines.
9.5 You shall notify us about the cancellation 30 days before, otherwise you are obliged to pay the next month subscription fee.
10. LIMITATION OF LIABILITY
In no event shall Our liability in relation to any claim occurred pursuant to usage of the Services in accordance with terms and conditions of this Terms exceed the amount of Monthly Package or Yearly Package to be paid by You under these Terms. We shall not be liable to You or to any third party for any indirect, punitive, exemplary, special, or consequential losses, damages or loss of profit, etc. arising out of or in relation to this Terms.
11.1 We shall indemnify and defend You from any loss or damage incurred by You due to usage of the Services in accordance with the terms and conditions of this Terms or any of Our willful misconduct.
11.2 You hereby agree to indemnify, defend and hold Us harmless from all damages, costs, attorney's fees, or other losses (including any third party intellectual property claims) arising out of or relating to:
a) Usage of any materials or information by Us as provided by You ;
b) Your's breach of these Terms (including representations and warrants provided by You ) or any applicable laws;
c) Any of Your negligent or willful act or omission.
12. INJUNCTIVE RELIEF
You agree that We shall have the right and remedy to have the restrictive covenants specifically enforced by any court having jurisdiction by way of a temporary restraining order, preliminary injunction, permanent injunction, or other equitable remedies, all without the need to post a bond or any other security.
During the Terms term and for a period of three (3) years thereafter, You shall not, directly or indirectly, solicit or encourage any person to leave the employment with Us or any client (existing or potential) to exit from collaboration with Us.
During the Terms term and for a period of three (3) years thereafter, You and Your employees shall not, directly or indirectly in any manner whatsoever engage in any capacity with any business competitive with Our current lines of business.
15. JURISDICTION AND VENUE
These Terms shall be construed with and governed by the laws of Estonia. Should any claim or controversy arise between the parties under the terms of these Terms, such claim or controversy shall be resolved only in the state or federal courts located in Tallinn, Estonia, and said state and federal courts of Tallinn shall be the only appropriate jurisdiction and venue for such claim or controversy.
16.1 Any dispute, controversy, or claim arising out of, relating to, or in connection with this Terms, including any question regarding its existence, validity, or termination, shall be resolved by arbitration in accordance with the Estonia arbitration rules. The seat of arbitration shall be Tallinn, Estonia.
16.2 The tribunal shall consist of a sole arbitrator to be appointed with mutual consent of the parties. The prevailing party who wins the arbitration proceedings shall be entitled to all legal and other expenses incurred by such party in the arbitration proceedings.
17. FORCE MAJEURE
In the event, We are unable to perform our obligations under the terms of this Terms because of acts of God, strikes, equipment or transmission or technological failure or damage or other causes reasonably beyond Our reasonable control, then We shall not be liable to You for any damages resulting from such failure to perform or otherwise from such causes.
18. ENTIRE AGREEMENT
These Terms supersede all earlier agreements, arrangements, letters, correspondence, understandings, etc. with respect to the subject matter of these Terms.
Any modification, amendment, or alteration in respect of this Terms or any provision hereof shall not be valid or effective unless the same is reduced in writing and signed by the parties hereto.
You may not assign any of Your rights under this Terms or delegate any performance under this Terms, except with Our prior written consent. Any purported assignment of rights or delegation of performance in violation of this section is void. We may assign Our rights or obligations to Our subcontractors, affiliates or successor in interest.
All notices, requests, or other communication made or required to be given under this Terms shall be made in writing and shall be delivered via electronic email or personally or by prepaid registered post acknowledgment due or by courier to the respective address of the parties mentioned in this Terms or such address as one party may notify the other party in writing and shall be deemed to be served:
a) If it is electronically mailed at the time of receipt of email by the recipient or personally delivered by courier at the time of delivery or acknowledgment taken, or
b) If it is delivered by registered post, three days after posting thereof.
In the case of the Client:
Attention: Your Name
Address: Your Address
In the case of the Company:
Attention: BlueRoad OÜ
Address: Vana-Kalamaja tn 16-39, 10414 Tallinn, Estonia
22. NO WAIVER
No obligation in this Terms shall be deemed waived, nor shall any term be modified without consent to such waiver or change signed by both parties.
If any provision in this Terms is determined by a competent authority to be unenforceable to any extent, such provision shall, to that extent, be severed from the Terms, unsevered part of such provision, and remainder of this Terms shall continue to be valid to the fullest extent permitted by law.