DataCamp Limited is a company incorporated and registered in England and Wales with number 07489096 whose registered office is at the third floor, 207 Regent Street, London, UK (Supplier). DataCamp Limited agrees to provide services described in the Order for the fees stated on the Supplier’s websites, www.cdn77.com and www.streamflow.cdn77.com or per the conditions specified in the individual price offer.
By clicking the Create my account button on the sign-up form you (Customer) agree to become bound by the Terms and Conditions of this agreement, to the exclusion of all other terms. Please read carefully this agreement before using www.cdn77.com and www.streamflow.cdn77.com and make sure you understand what they say.
1.1The initial service term of this agreement shall begin on the date the Customer accepted the terms of the agreement by clicking the Create my account button, i.e. the date on which the Customer first order services from the Supplier (Effective Date), and shall continue indefinitely unless terminated in accordance with the terms of this agreement.
1.2The Supplier agrees to provide services described in the order for the fees stated in the order.
1.3The Customer agrees to pay the agreed price to the Supplier and to provide necessary assistance to the Supplier. The Customer represents and warrants to the Supplier that the information the Customer has provided and will provide to the Supplier for purposes of establishing and maintaining the service is accurate. If the Customer is an individual, the Customer represents and warrants to the Supplier that he or she is at least 18 years of age.
1.4The specification of the services governed by this agreement is described on the web pages describing the particular service the Customer has purchased based on the description as it stands on the Effective Date. The Supplier may modify products and services from time-to-time. Should the description of services change subsequent to the Effective Date, the Supplier has no obligation to modify services to reflect such a change.
1.5The Customer acknowledges that all intellectual property rights in the service and any modification belong and shall belong to the Supplier, and the Customer shall have no rights in or to the service other than the right to use it in accordance with the terms of this agreement.
1.6The Supplier reserves the right to make changes to these terms at any time. To the extent the Supplier is able, the Supplier will give the Customer advance notice of these changes. If these changes materially affect the Customer's ability to use services, the Customer may terminate this agreement within 30 days of such a change. Otherwise, the Customer's continued use of the service is the Customer's consent to be bound by the changes.
1.7In the case of conflict or ambiguity between any provision contained in the body of this agreement and any provision contained on the Supplier's websites, the provision in the body of this agreement shall take precedence.
1.9It is understood and agreed by both the Customer and the Supplier that communications in writing includes but is not limited to e-mails and such communications is to be addressed by the Customer to firstname.lastname@example.org and by the Supplier to the Customer’s e-mail address as provided at sign-up.
1.10The Customer acknowledges and agrees that during and after the term of this Agreement, the Supplier shall have the right to use Customer's name and logo in Supplier’s marketing, publicity, and promotional activities and materials, without further consent or approval of Customer. The parties understand and agree, however, that nothing in this Agreement shall obligate Customer to actually use Customer's name, statements or testimonials in connection with Customer's marketing. The Customer may waive this right at any time during the term of the Agreement by informing the Supplier of such a decision in writing.
1.11Should any Addendum to this agreement or additional Appendix or Service Agreement be concluded between the Supplier and the Customer, any clause in such agreement is shall have precedence over clauses set out in this Terms & Conditions.
2.1The Supplier may provide for each customer the service free of charge as a promotion for testing for a maximum of 7 days (Trial period). It is at the discretion of the Supplier to change without prior notice the terms of the Trial period including but not limited to the duration. The amount of bandwidth and traffic used during the Trial period is subject of negotiation between the Supplier and the Customer.
2.2The Supplier may require payment before the beginning of the service.
2.3The Customer is fully responsible for the accuracy and completeness of all data (such as change in billing or mailing address, credit card expiration) and timely notification of changes of these details. The Supplier is not responsible for any misunderstanding resulting from failure to notify of these changes by the Customer.
2.4The Supplier may increase its fees for services. The Supplier has to notify the customer of such an increase via the Supplier’s websites: www.cdn77.com and www.streamflow.cdn77.com. The Customer is entitled to terminate this Agreement during a thirty (30) day period following such an increase. If the Customer does not give a written notice of non-renewal, the Customer shall be deemed to have accepted the new fees. The above is not applicable for Customers with individual price offers. Increase in fees for a Customer with an individual price offer is based on separate contractual addendums.
2.5The Customer does not have the right to hold back any payment from the Supplier in case of service or availability problems.
2.6The Customer acknowledges that the amount of the fee for the service is based on the Customer's agreement to pay the fee for the entire initial service term, or renewal term, as applicable.
2.7All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.
2.8If the Customer believes that there is an error in calculation of the fee, the Customer has the right to claim settlement for the service.
2.9Funds deposited into the prepaid Pay As You Go Customer’s account as fees expire after a denomination expiration period of 365 days. Unused account balance is forfeited upon expiration. If money is added to the Customer’s account before the current balance expires, the existing balance will carry over to the new expiration date. The Supplier reserves the right to cancel Customer’s account 14 days after expiration.
2.10All funds deposited for both Single Events and Monthly Plans and any undepleted traffic pools or bandwidth capacity are not refundable or transferable to the subsequent billing period, nor are they refundable in the case of termination of this agreement.
2.11All Single Events and Monthly Plan charges are required on a prepay basis, to be paid in full before their respective day or month of service. Charges are due on the last day of the month preceding the month of the service unless agreed upon otherwise between the Customer and the Supplier.
2.12The Customer may change their Monthly plans and their respective traffic or bandwidth volume based on information described on the Supplier’s web page. The Customer acknowledges that any change has to be announced by the Customer not later than on the 24th day of the month preceding the month for which the change might apply. This clause applies to month-to-month basis Monthly Plans only. Any possible changes to the long-term (commitment-based) packages are subject to additional agreements between the Customer and the Supplier.
2.13All Monthly Plans are to be purchased on a calendar month basis. If the Customer requests to commence the service before the 1st day of the subsequent month, they are required to pay the prorated amount for the remainder of the current month, as well as the charge for the following month. Only after these amounts are paid in full, can service commence.
2.14If the Customer exceeds the allotted amount of traffic or bandwidth capacity in their chosen Monthly Plan or a Single Event, they are required to recharge their Pay-As-You-Go credit and keep it in a positive balance as the charges for any overage traffic are deducted from the credit on a Pay-As-You-Go basis. Insufficient credit to cover overage traffic charges may lead to account suspension. Overage traffic charges are subject to the pricing information as described on the Supplier’s websites unless otherwise agreed upon between the Customer and the Supplier.
2.15All invoices are issued by the Supplier automatically within 72 hours of the payment and are available in Billing Section of the Client Portal.
2.16If agreed between the Customer and the Supplier, the Supplier might issue a draft or tax invoice prior to the payment. Such invoices come with the due date of 7 days if not agreed otherwise.
2.17Shall the Customer fail to pay the amount due within the due date display on the invoice, the Customer is obliged to pay the delay of 0.1% of the amount due for each day of the delay. The application of the delay fees does not affect the Customer's obligation to pay the amount due in any way.
3.1The Supplier warrants that the service will conform in all material respects to the specification. If the Customer notifies the Supplier in writing of any defect or fault in the service in consequence of which it fails to conform in all material respects to the specification, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having used the service outside the terms of this agreement, for a purpose or in a context other than the purpose or context for which it was designed, the Supplier shall, at the Supplier's option, do one of the following: a) replace the service; or b) repair the service; or c) terminate this agreement immediately by notice in writing to the Customer and refund any of the fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the service to date of termination), provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault. However if both the replacement and repair appear financially unreasonable to the Supplier, the Supplier shall terminate this agreement immediately.
3.2The Supplier does not represent or warrant that the service will be error-free or accessible at all times, the delivery of the services will be uninterrupted or without delay, defects will be corrected. The Customer agrees that the Supplier shall not be responsible for unauthorized access to or alteration of the Customer's data. The Supplier disclaims any and all warranties regarding services provided by third parties, regardless of whether those services appear to be provided by the Supplier.
3.3The Customer represents and warrants to the Supplier that has the experience and knowledge necessary to use services and will provide the Supplier with material that may be implemented by the Supplier to provide services without extra effort on its part.
3.4The Supplier shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories: a) special damage even though the Supplier was aware of the circumstances in which such special damage could arise; b) loss of profits; c) loss of business opportunity; d) loss of goodwill; e) loss of data.
3.5The Customer agrees that, in entering into this agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than 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) the Supplier shall have no liability otherwise than pursuant to the express terms of this agreement.
3.6Notwithstanding anything else in the agreement to the contrary, the maximum aggregate liability of the Supplier and any of its employees, agents or affiliates, under any theory of law (including breach of contract, tort, strict liability and infringement) shall be a payment of money not to exceed the amount payable by the Customer for 3 months of service.
3.7No party shall be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause beyond its control (force majeure) including, without limitation, any of the following: 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 a magnitude or type for which precautions are not generally taken in the industry. For the avoidance of doubt, nothing in clause 3.7 shall excuse the Customer from any payment obligations under this agreement.
3.8All other conditions, 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.
4.1Either party may terminate this agreement at any time on written notice to the other if the other: a) 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; or b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
4.2Notwithstanding clause 4.1, the Supplier may at any time terminate this agreement for any reason by giving written notice to the Customer.
4.3The Customer agrees that the Supplier may suspend services to the Customer without notice and without liability if: a) the Supplier reasonably believes that the services are being used in violation of this agreement; b) the Supplier reasonably believes that the suspension of service is necessary to protect its network or its other customers; c) as requested by a law enforcement or regulatory agency; or d) the Customer failures to pay fees due. The Customer shall pay the Supplier's reasonable reinstatement fee if service is reinstituted following a suspension of service under this subsection.
4.4On termination: a) all rights granted to the Customer under this agreement shall cease; b) the Customer shall cease all activities authorised by this agreement; c) the Customer shall immediately pay to the Supplier any sums due to the Supplier under this agreement.
5.1The Customer acknowledges that the Supplier processes personal data, as defined under the relevant data protection laws including the GDPR, of the users of the service for the purpose of complying with its obligations under this agreement.
5.2The Customer may conclude the Contract on commissioned processing of personal data: Data Processing Agreement and warrants that it has the consent of the users to disclose their personal data and connection data to the Supplier for the purpose of using the service and that forthe same purpose the users have agreed that their personal data may be transferred to territories outside the EEA.
5.3The Supplier will take all steps reasonably necessary to ensure that personal data is treated securely.
5.4The Customer agrees that the Supplier may, without notice to the Customer, report to the appropriate authorities any conduct by the Customer or any of the Customer's customers or end users that the Supplier believes violates applicable law, and provide any information that it has about the Customer or any of its customers or end users in response to a formal or informal request from a law enforcement or regulatory agency or in response to a formal request in a civil action that on its face meets the requirements for such a request.
5.5The Supplier shall not disclose any data to third parties, but may process such data in duly anonymised and aggregate form for purposes such as internal statistics, commercial sale and promotion.
5.6Each 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.
6.1The Customer agree to indemnify, hold harmless and defend the Supplier from and against 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 any of the indemnified parties arising out of or relating to the Customer's breach of any term or condition of this agreement, the Customer's use of the service, any violation by the Customer of any of the Supplier's policies, and/or any acts or omissions by the Customer. In such a case, the Supplier will provide the Customer with written notice of such claim, suit or action. The Customer shall cooperate as fully as reasonably required in the defense of any claim. The Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the Customer.
7.1The 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 or rights of celebrity.
8.1No forbearance 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 of any later breach.
9.1In the event that any of the terms of this agreement become or are declared to be illegal or otherwise unenforceable, such term(s) shall be null and void and shall be deemed deleted from this agreement. All remaining terms of this agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this agreement is materially impaired for either party, as determined by such party in its sole discretion, then the affected party may terminate this agreement by written notice to the other.
10.1This agreement does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
11.1No term of this agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this agreement.
12.1Any 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.
13.1This agreement and the websites www.cdn77.com and www.streamflow.cdn77.com, in so far as it describes the specification, contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
14.1This agreement, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.