Legal

Terms of Use

 

Please read these terms and conditions carefully before completing and submitting an order, as they set out our and your legal rights and obligations in relation the use of the 100lines.io applications and related services. You will be asked to agree to these terms and conditions before becoming a customer.

 

By using the Application you acknowledge and agree that you have read and understand these Terms and you agree to be bound by them. If you do not agree to the Terms, please do not use the Application.

 

These terms and conditions are available in the English language only.  You should print a copy of these terms and conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.

 

We are not responsible for the conduct of any of our Users either online or offline.

 

These Terms of Use (“Terms”) govern your use of any Application. These Terms form a binding contractual agreement between you, the other Users and 100lines.io.

1 Definitions and Interpretation

 

1.1 “Application” means any 100lines.io application acquired through our website (http://100lines.io/) or https://www.zendesk.com/apps/

 

1.2 “Data Controller” or "Provider" means 100lines.io otherwise referred to as “100lines.io”, “us”, “we” or “our”.

 

1.3 “User” means any person who purchases the Application and accesses the Application, regardless of the nature of that access whether that party is or is not identified to us.

 

1.4 “You” means a User or any other person accessing the Application.

 

1.5 “Term” means the term of the Agreement.

 

1.6 “Zendesk Website” means the website located at https://www.zendesk.com/

 

 

1.7 “Content” means anything that is uploaded or otherwise transmitted through the Application, and when you introduce it, it is your Content.

 

1.8 "User Materials" all works and materials (excluding the User Data) used by the Application, or processed or transmitted using the Application, by or on behalf of the Customer.

 

1.9 “Confidential Information” means

  1. any information disclosed (whether disclosed in writing, orally or otherwise) by the User to the us during the Term that is marked as “confidential”, described as “confidential” or should have been understood by the Provider at the time of disclosure to be confidential; and
  2. the User Materials.

 

1.10 “Effective Date” means the date that the Agreement comes into force as specified in Clause 15.9.

 

1.11 “Intellectual Property” and “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above 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, semi-conductor topography rights and rights in designs).

 

1.12 “Membership Data” means any information provided by you to us as required to access or use the Application.

 

1.13 “Third Party” means an entity other than our subsidiaries, you or us.

 

1.14 “Charges” means the amounts payable by the User to the Provider under or in relation to the Agreement.

 

1.15 “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 or problems with the internet or a part of the internet, hacker 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).

1.16 "Support Services" means support and maintenance services provided or to be provided by the Provider to the Customer in accordance with Clause 6.

2 Use of the Application

 

2.1 We grant you a non-exclusive, non-transferable license to use the Application in accordance with these Terms.

 

2.2 The Application may contain links to other websites and may contain Content added by Third Parties. We do not endorse, sponsor or approve any such user generated content or any content available on any linked website. We expressly disclaim all liability for any Content transmitted through the Application, or otherwise transmitted to any User by any other means, or by any person, including your reliance on such Content.

 

2.3 You acknowledge and agree that the Application may not operate on a continuous basis and may be unavailable from time to time (including for maintenance purposes).

 

2.4 You must not directly or indirectly:

  1. use the Application to create any service, software or documentation that performs substantially the same functionality as the Application;
  2. disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying the Application;
  3. encumber, sublicense, transfer, distribute, rent or lease the Application in favor of a third party;
  4. adapt, combine, create derivative works of or otherwise modify any Application.

3 User Conduct

 

3.1 By accepting these Terms, you are representing that you:

  1. have the capacity to accept these Terms;
  2. will provide, or have provided, and will maintain and promptly update the Membership Data and ensure that information provided is accurate, current and complete.

 

3.2 You must not use the Application for any illegal, immoral or unethical purpose.

 

3.3 You must not knowingly directly or indirectly:

  1. interfere or attempt to interfere with the proper working of the Application or any activities conducted on the Application;
  2. bypass any privacy settings or measures we may use to prevent or restrict access to the Application; or
  3. run mail list, Listserv, any form of auto-responder or “spam” on the Application.

 

3.4 You must not use the Application for the purpose of transmitting any Content that:

  1. is inaccurate, harmful, obscene, pornographic, defamatory, racist, sexist, threatening, violent, offensive, abusive, vulgar, profane, indecent, unlawful, harassing, or otherwise objectionable to us or other Users of the Application, including any Content which is likely to offend, insult or humiliate others based on race, religion, ethnicity, gender, age, sexual orientation and/or any physical or mental disability;
  2. exploits another person in any manner;
  3. includes unauthorized disclosure of personal information;
  4. advertises services for non-individuals or for any other reason which is not aligned to the purposes for which the Application is intended;
  5. violates or infringes anyone's intellectual property rights; or
  6. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

 

3.5 You are solely responsible for the Content and all activities that occur while using the Application.

 

3.6 If you misuse the Application in contravention of these Terms, we may, at our sole discretion, restrict, suspend or disable your access to the Application.

4 Confidentiality

 

4.1 We may record and store information relating to you, including any complaint made against you. We reserve the right to disclose any information as necessary to satisfy any applicable law, legal requirement, police investigation or request from a Government authority. For further information, please read our Privacy Policy.

 

4.2 We will:

  1. protect the User Confidential Information against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care;
  2. ensure that all User account information stored on the Application is stored in secured manner.

 

4.3 The User grants to us a non-exclusive license to store, copy and otherwise use the Customer Materials on the Application for the purposes of operating the Application, providing the Application Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement.

 

4.4 Subject to Clause 8, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the User.

 

4.5 The User warrants and represents to the Provider that the Customer Materials, and their use by the Provider in accordance with the terms of the Agreement, will not:

  1. breach any laws, statutes, regulations or legally-binding codes;
  2. infringe any person's Intellectual Property Rights or other legal rights; or
  3. give rise to any cause of action against the Provider or the User or any third party, in each case in any jurisdiction and under any applicable law.

5 Payment

 

5.1 If an Application requires payment of a fee; the purchase price will be disclosed to you prior to your access of the Application.

 

5.2 All fees are quoted in US Dollars and are exclusive of tax (Unless the context requires otherwise. Where applicable, VAT will be payable by the Customer to the Provider in addition to the principal amounts). We reserve the right to change the fees for any chargeable service or feature on the Application at any time and will provide Notice in accordance with these Terms where the price is varied.

 

5.3 If you purchase an Application, you will be directed to make payment of the purchase price prior to the installation of the Application.

 

5.4 If your payment for an Application is dishonored (i.e. your credit card is declined or expired) you will be notified of your unsuccessful payment and you will be directed to make payment within seven (7) days of the notification. If you fail to make payment within seven (7) days, we may take any action reasonable to recover the purchase price of the Application or disable your access to the Application.

6 Support Services and Upgrades

 

6.1 During the Term, we will provide the Support Services to the User, and may apply Upgrades to the Application, in accordance with the provisions of this Clause.

 

6.2 We will communicate over email and will provide helpdesk facility for the purposes of:

  1. assisting the User with the proper use of the Application; and/or
  2. determining the causes of errors and fixing errors in the Application.

 

6.3 The User must act reasonably at all times in relation to the use of the helpdesk facility, and the Provider reserves the right to suspend or cancel the helpdesk facility in the event that the Customer makes unreasonable use of that facility (in the opinion of 100lines.io).

 

6.4 The User acknowledges that from time to time during the Term we may apply Upgrades to the Application, and that such Upgrades may result in changes the functionality of the Application. 

 

6.5 We may sub-contract the provision of any of the Support Services without obtaining the consent of the User.

7 Confidential Information

 

7.1 You agree to keep the Confidential Information confidential and only use or disclose such information for the purposes as authorized by the owner of the Confidential Information.

 

7.2 The obligations of confidentiality will not apply to information which:

  1. is generally available in the public domain except where such availability is as a result of a breach of these Terms;
  2. was known prior to the disclosure of the information by you; or
  3. is required to be disclosed by an applicable law or court order.

8 Intellectual Property Rights

 

8.1 Nothing in these Terms constitutes a transfer of any Intellectual Property rights. You acknowledge and agree that, as between you and us, we own all Intellectual Property rights in the Application.

 

8.2 You must obtain express written permission from us if you wish to reproduce any aspect of the Application or other Intellectual Property owned by us.

9 Termination and Suspension

 

9.1 Either party may terminate the Agreement immediately by giving written notice to the other party if the other party commits any material breach of any term of the Agreement.

 

9.2 Either party may terminate the Agreement immediately by giving written notice to the other party if:

  1. the other party:
    1. is dissolved
    2. ceases to conduct all (or substantially all) of its business
  1. is or becomes insolvent or is declared insolvent; or
  2. convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  1. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  2. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Agreement); or
  3. (where that other party is an individual) that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

 

9.3 The Terms will continue in force until you withdraw your consent or such time that the Terms are varied or replaced, but we may terminate the Terms or the Application at any time and without prior notice at our sole discretion.

 

9.4 We may suspend or terminate any User from using the Application without notice at our sole discretion.

 

9.5 We reserve the right to change or discontinue any feature on the Application or the Application in whole or in part at any time at our sole discretion.

10 Effects of Termination

 

10.1 Upon termination of the Agreement, all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 4, 10, 11, 14, and 15.

 

10.2 Termination of the Agreement will not affect either party's accrued liabilities and rights as at the date of termination.

11 Limitation of Liability

 

11.1 We shall not be liable to you in respect of any losses suffered or incurred by you arising out of or in connection with your use of the Application.

 

11.2 You shall be liable for any loss, damage or injury to any party or parties (including to us, Third Parties and other Users) resulting from your negligent acts or omissions through your use of the Application and shall indemnify and keep us indemnified against any claim or claims made against us.

 

11.3 In no event shall we be liable to you or a third party for any:

  1. loss or inaccuracy of or damage to data, loss or interruption of use of the Application, or cost of procuring substitute technology, goods or services; or
  2. indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenue, profits and goodwill;

These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein.

 

11.4 Without limitation to the foregoing, you agree that our liability, if any, arising out of any kind of legal claim or action in any way connected to your use of the Application will be limited to the total amount paid by you (if any) and will not exceed the greater of USD 200 for any Application purchased by you.

 

11.5 We will not be liable to the User in respect of any loss of profits, income, revenue, use, and production or anticipated savings.

 

11.6 We will not be liable to the User for any loss of business, contracts or commercial opportunities.

 

11.7 We will not be liable to the User for any loss of or damage to goodwill or reputation.

 

11.8 We will not be liable to the User in respect of any loss or corruption of any data, database or software.

 

11.9 We will not be liable to the User in respect of any special, indirect or consequential loss or damage.

 

11.10 We will not be liable to the User for any losses arising out of a Force Majeure Event.

12 Disclaimer of Warranties

 

12.1 You acknowledge that we make no representation or warranty:

  1. that your access to the Application (including any payment platforms on the Application) will be, timely, secure, uninterrupted and/or error-free;
  2. that the Application will be compatible with any feature or program associated with the Zendesk Website;
  3. that any defects on the Application will be corrected;
  4. that any information disclosed on the Application will be accurate, up to date, complete or useful; or
  5. that the Application or the server which stores and transmits the Application to you are free from viruses or any other harmful components.

13 Assumption of Risk

 

13.1 You agree and understand that you assume all risks when using the Application, including without limitation any and all of the risks associated with any online or offline interactions with other Users and Third Parties and all risk for any damage to your computer system or loss of data.

14 Indemnification

 

14.1 You agree to indemnify, and continually indemnify, us in relation to all claims, actions, liabilities, costs, losses and expenses (including legal costs on a full indemnity basis) that we incur as a result of your use of the Application, and/or from your failure to comply with these Terms.

 

14.2 You will be responsible for and will indemnify us against liability for all loss, damage or injury to persons or property caused by you, or your employees or agents, and the amount of all claims, damages, costs and expenses which may be paid, suffered or incurred by us in respect of any such loss, damage or injury will be made good at your expense.

15 General

 

15.1 These Terms prevail in the event that anything in, or associated with the Application is inconsistent with these Terms.

 

15.2 If a provision of these Terms is invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

 

15.3 These Terms and any contract to which they apply shall be governed by the laws of Germany and are subject to the jurisdiction of the courts of Germany.

 

15.4 We are not liable whatsoever to you for any direct or indirect losses and/or expense suffered by you arising out of a breach by us of these Terms, including our negligence.

 

15.5 Our failure to enforce any provision of these Terms shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision.

15.6 We may provide any notice required under these Terms by sending an email to each User (“Notice”).

 

15.7 We may amend or vary these Terms at our sole discretion by giving Notice, and the varied Terms are to take effect immediately upon Notice being given. Your continued use of the Application after any variation of these Terms will be deemed to constitute your acceptance of the varied Terms. If you do not accept the varied Terms, please discontinue your use of the Application.

 

15.8 These Terms, together with the Privacy Policy, constitute the entire agreement between you and us and supersede any prior versions of these Terms and all other communications whether oral or written, express or implied.

 

15.9 These Terms are effective as and from 1 June 2018.