IMPORTANT: THIS USER AGREEMENT (THIS “AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN YOU, AN INDIVIDUAL OR An official representative of a Corporation, as such duly accredited to engage your organization to this agreement (“YOU” or “YOUR”), AND BIT Incorporated. THAT SETS FORTH THE TERMS AND CONDITIONS FOR THE USE BY YOU OF BIT Incorporated HOSTING SERVICE AND/OR OTHER DOCUMENTATION PROVIDED THEREWITH (THE “SERVICE”). BIT Incorporated LICENSES THE SERVICE TO YOU UPON THE EXPRESS CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY BEFORE USING THE SERVICE. BY CLICKING ON THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. EACH TIME YOU ACCESS THE SERVICE, YOU AFFIRMATIVELY STATE THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BIT Incorporated IS UNWILLING TO PROVIDE YOU WITH ACCESS TO THE SERVICE UNLESS YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. BIT Incorporated and You are the only parties to this Agreement and are sometimes referred to singularly as a “Party” or collectively as the “Parties.”
1. Intellectual Property Rights.
It is hereby understood and agreed that as between BIT Incorporated and You, BIT Incorporated is the owner of all rights, title and interest, including all Intellectual Property Rights (as defined below), to the Service, the Site, and any comments, suggestions, ideas, graphics, questions or other information submitted by You through the Site or the Service (“Submissions”). BIT Incorporated shall be entitled to use such Submissions for any commercial or other purpose whatsoever without compensation to you or anyone else. For the purposes of this Agreement, “Intellectual Property Rights” shall mean any and all of the following: (a)rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works; (b)Trademark and trade name rights and similar rights; (c)Trade secret rights; (d)Patents, designs, algorithms and other industrial property rights; (e)All other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated, including, but not limited to logos, “rental” rights, rights of publicity, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise; and (f)All registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing). Except as expressly provided herein, You do not acquire any rights to the Service through the purchase of licenses to the Service or the Site. You may not reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code (i.e., the human-readable form of any computer programming code) (“Source Code”) of the components of the Service, or create derivative works based thereon. You also may not download, republish, reproduce, copy, post, transmit, or in any way distribute any material from the Site unless such activities are in direct furtherance of Your permitted use of the Service and do not in any way violate this Agreement or any Licensing Documents.
You are responsible for paying all fees and charges (plus applicable taxes) associated with your use of the Service (the “Service Fee”) as such fees become due. Unless otherwise stated in writing from BIT Incorporated, You agree to be billed monthly via your credit card or checking account for all recurring and one-time charges, including but not limited to late and termination charges, for any services ordered by You and any fees You owe to BIT Incorporated. Except as otherwise provided in this Agreement, all fees and charges are non-refundable. Taxes and other service-related fees: BIT Incorporated shall not be liable for any taxes, governmental fees or any other fees to be paid in relation to the services provided therein. You agree that You shall be responsible for all taxes and fees on any nature associated with products and services provided to You by BIT Incorporated.
BIT Incorporated bills on a monthly (roughly 30 day) schedule. During the 0 day free trial period, you can cancel your account at any time and you will not be charged. After the 0 day trial period is over, all payments are final, and refunds will be done on a prorated basis. Any users added to the system after this trial period, will not be eligible for the free trial, and will be subject to the normal fees.
The initial term of this agreement is equal to the “minimum term” specified for each respective subscribed service provided by BIT Incorporated and is equal to one month. Automatic renewal: unless terminated pursuant to Article 6 below, this agreement shall renew automatically for periods equal to the initial term.
6.1. Termination without cause. You may terminate this Agreement at any time by canceling the account via the Admin screen. No service termination can be processed by phone. ALL CUSTOMER DATA AND ACCOUNT SETTINGS INCLUDING, BUT NOT LIMITED TO, CONTENT IN PUBLIC AND PRIVATE INFORMATION STORES ARE IRREVOCABLY DELETED UPON ACCOUNT TERMINATION. 6.2. Termination for cause. Notwithstanding the foregoing, BIT Incorporated may immediately terminate this Agreement and Your Account upon (a) Your breach of any provision of this Agreement , (b) any action by you that BIT Incorporated determines, in its sole judgment, to interfere with the operation or use of the Service or (c) failure to maintain current contact information for your account. In the event of immediate termination for cause, BIT Incorporated shall be entitled to the entire Service Fee for the month in which such termination occurred and you shall not be entitled to any refund or credit thereof. Any provision of this Agreement which may reasonably be interpreted or construed as surviving the termination of the Agreement, shall survive such termination of this Agreement for any reason.
7. Hyperlinked Material.
The Site may contain hyperlinks to other sites on the Internet which are not owned or controlled by BIT Incorporated. BIT Incorporated cannot assume any responsibility for any material on such sites, or any other material outside of the Site, which is accessed directly or indirectly by any such hyperlink.
8. Security and Data Storage.
You shall not permit or allow other persons to have access to or to use Your Account Information other than Your employees, consultants or agents who have been notified of the restrictions set forth in this Agreement, absent BIT Incorporated’s prior express written consent. You agree to maintain the confidentiality of all of Your Account Information and agree to be primarily responsible for all activity pursuant to Your Account. Although BIT Incorporated has taken significant measures to ensure the security of information submitted by You in using the Service, BIT Incorporated cannot guarantee the security of information collected during Your use of the Service and shall not be liable in any way for compromise of Your data.
9. Relationship of the Parties
Independent Contractor. It is expressly understood and agreed that the relationship between the Parties is as follows: each Party is acting as an independent contractor and is not an agent, partner, or joint venture with the other Party for any purpose. The Parties have no authority to assume or create any obligation for or on behalf of the other Party, express or implied, with respect to this Agreement or otherwise.
10. BIT Incorporated Limited Liability.
You agree that the liability limit of BIT Incorporated, shall in no event exceed the total dollar amount which you have paid during the term of this agreement, including any reasonable attorneys’ fees and court costs. Further, BIT Incorporated expressly limits its damages for any non-accessibility time or other downtime to the service to no greater then the total dollar amount for the period that the downtime occurred. You acknowledge that the operation and availability of the communications systems, including, without limitation, telephone service, computer networks and the Internet, used for accessing and interacting with the Service can be unpredictable and may, from time to time, interfere with or prevent access to or operation of the Service. You acknowledge that BIT Incorporated is not responsible for any such interference with or prevention of Your use of or access to the Service.
You agree to indemnify and hold harmless each and every Contributor, and their respective affiliates, officers, directors, employees, consultants, agents, licensees and licensors from any claim, demand, or damages, including reasonable attorneys’ fees, asserted by any third party due to, arising out of, or in any way related to, the use of the Service under Your Account. As used in this Agreement, “affiliate” means any entity which controls, is controlled by, or is under common control with the named entity.
12. Equitable Relief.
You acknowledge that, at the time this Agreement is entered, it would be impossible or inadequate to measure and calculate all of BIT Incorporated’s damages for the breach of certain provisions of this Agreement and that it would require a court of competent jurisdiction to ascertain BIT Incorporated’s damages. Accordingly, if You breach or threaten to breach any of Your obligations, other than payment when due, BIT Incorporated shall be entitled, without showing or proving any actual damage sustained, to a stipulated temporary restraining order, and shall thereafter be entitled to apply for a preliminary injunction, permanent injunction, and/or order compelling specific performance, to prevent the breach of Your obligations under this Agreement. Nothing in this Agreement shall be interpreted as prohibiting BIT Incorporated from pursuing or obtaining any other remedies as otherwise available to it for such actual or threatened breach, including recovery of damages.
Any notice required by this Agreement or given in connection with it, shall be posted on the BIT Incorporated website or e-mailed to the User and shall be effective ten (10) business days after it is sent via e-mail or posted on Company website.
14. Governing Law/Jurisdiction.
This Agreement shall be governed by and construed under the laws of Canada, without reference to principles of conflict of laws, and any action brought by the Parties to enforce or interpret any provision of this Agreement shall be brought exclusively in an appropriate court or federal court in the United States. The Parties hereby consent to such jurisdiction and waive any objection to such venue.
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges and supersedes all prior agreements, writings, commitments, discussions term had never been included. Failure by BIT Incorporated to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Non-performance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non performing Party. This Agreement shall be construed within its fair meaning and no inference shall be drawn against the drafting Party in interpreting this Agreement. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement. Except as otherwise stated in this Agreement, BIT Incorporated reserves the right to modify this Agreement or policies regarding the use of the Service at any time and to notify You of such modification by posting a notice of such modification to the Site at least ten (10) days prior to such modification taking effect, and by posting the modified Agreement to the Site. You are responsible for periodically reviewing this Agreement. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
YOU HEREBY RECOGNIZE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE AGREEMENT’S TERMS AND CONDITIONS.