Spiderline Terms and Conditions
Please read these terms and conditions carefully. These Standard Terms and
Conditions are deemed to be included in any agreement you enter into with
Spiderline for products and services you purchase from us ("Agreement").
1. Definitions
In these Terms and Conditions, "we" and "us" means Spiderline LLC, and
"you" means the customer ("Customer") purchasing products and/or services
("Products" and "Services" respectively) from Spiderline under any agreement.
Spiderline and the Customer may each be referred to herein as a "Party" and
collectively as the "Parties".
"Spiderline Web Site" or "Our Site" means the web site located at
http://www.spiderline.com/.
2. Entire Agreement
These terms and conditions together with any Agreement, service level
agreement, schedule and any registration information supplied by you
constitute the entire understanding and agreement between the Parties and
supersede any and all prior or contemporaneous oral or written communications
with respect to the Products and Services.
If any provision of these Terms and Conditions, or the application of such
provision to any person or circumstance, shall be held invalid, the remainder
of these Terms and Conditions, or the application of such provision to
persons or circumstances other than those to which it is held invalid, shall
not be affected thereby.
In the event of any inconsistency between these Terms and Conditions and any
service level agreement in respect of a particular Product or Service, the
terms of the service level agreement shall take precedence.
3. Term of these Terms and Conditions and Termination
These Terms and Conditions will commence on the earlier of:
i. the date we accept your application or
ii. the date on which you start to use the Product or Service.
These Terms and Conditions will continue to apply indefinitely unless
terminated under one of the following events:
i. Upon the expiration of the initial or any successive term by you notifying
us at least thirty (30) days prior to the expiration of the then current term
that you desire to terminate the Agreement.
ii. By us notifying you with at least thirty (30) days notice that we desire
to terminate the Agreement, with or without cause.
iii. Despite the above paragraph, we may immediately terminate the Agreement
in relation to any or all Products and Services provided by us to you if:
in our sole discretion we deem that you are in breach of these
Terms
and Conditions and/or the Agreement and have not remedied such breach
within 10 days of being notified of such breach by us;
immediately if a receiver, provisional liquidator, administrator
or
other like person is appointed over any of your undertakings or assets or
if you enter into arrangement with any of your creditors or any class of
your creditors or you become insolvent or otherwise are unable to pay your
debts when they fall due.
iv. If you wish to terminate the Agreement following notification of a
modification to these terms and conditions in accordance with clause 4 below
within 7 days of receiving notification.
v. If the Agreement is terminated in accordance with clause 9.
vi. If your account is unpaid and overdue in accordance with clause 9v.
On termination of the Agreement, we will cease providing the Product or
Service to you, and all amounts which you owe to us will immediately become
due and payable.
4. Modification
We may modify any of the terms and conditions contained in these Terms and
Conditions at any time and in our sole discretion. You will be notified by
email or in writing. Modifications may include, but are not limited to,
changes in the scope of available services, pricing schedules and payment
procedures. If any modification is unacceptable to you, you may terminate the
Agreement as provided in clause 3; should you so terminate, the changes we
have announced shall nevertheless become effective unless we agree, in
writing, to the contrary. Your continued use of the Products or Services
following our notification of the changes will constitute binding acceptance
of the change.
5. No Warranties
Except where you have purchased an SLA specifically overriding the
provisions
of this clause, we will utilise our best efforts to maintain acceptable
performance of the contracted Products or Services, but we make absolutely no
warranties whatsoever, express or implied, including warranty of
merchantability or fitness for a particular purpose.
We do not guarantee continuous service, service at any particular time, or
integrity of data stored or transmitted via our systems or via the internet.
6. Indemnity and Limitation of Liability
i. You will indemnify and hold harmless Spiderline and its
employees, agents
and sub-contractors, against any liabilities (this includes any judgement,
liability, loss, costs claims or damage; including litigation costs and
reasonable legal fees, and excluding indirect or special losses or profits,
business revenue, goodwill or anticipated savings, consequential or indirect
loss) resulting from or arising out of your use of the Products and Services
or any other obligation under these Terms and Conditions or the Agreement, or
any breach of your obligations under these Terms and Conditions or the
Agreement.
ii. Spiderline assumes no liability for any loss, injury, claim, liability or
damage of any kind including loss of business, lost profits, lost data, or
failure of security resulting in any way from your use of the services,
including without limitation any errors or omissions, any content, any delay
or failure of performance, or the unavailability or interruption of service.
Accordingly, Spiderline shall not be liable for direct, indirect, special,
incidental, consequential, punitive or exemplary damages of any kind
whatsoever, whether or not foreseeable (including, without limitation,
lawyers' fees) in any way due to, resulting from, or arising in connection
with the services or the failure of a party to perform its obligations,
regardless of any party's negligence. Termination of the Agreement shall be
your sole and exclusive remedy for any and all damages or injury.
iii. Spiderline will not be liable for the inadvertent disclosure of or
corruption or erasure of data transmitted or received or stored on our
system.
7. Software
i. To the extent that any of our Products or Services contain any software
that we supply to you, we licence that software to you on a non-exclusive,
non-transferable basis for the term of the Agreement, solely for your use of
that Product or Service.
ii. You must use the software only on such equipment as we may designate for
its use. We are not responsible for the installation or support of the
software. You must use the software in accordance with any directions we
provide to you from time to time.
iii. We or our suppliers retain ownership of the software at all times,
whether in its original form or as modified. You must not, in whole or in
part, copy, attempt to reverse-engineer or modify, or attempt to combine orincorporate in any other program or system, the software without our written
consent.
iv. You must protect the software and related documents at all times from
unauthorised access, use or damage.
8. Confidentiality
i. You must keep any information we provide to you, which is marked
confidential or which you ought reasonably to know is treated by us as
confidential, from disclosure to any third party and use that information
solely for the purposes of using the Products or Services. You consent to us
obtaining urgent interlocutory relief to restrain any breach or anticipated
breach by you of these confidentiality obligations.
ii. You acknowledge that all intellectual property rights obtained or
provided by us and used in the provision of the Products and Services are and
shall remain our sole property and you shall do all such things as are
necessary to perfect our title to these intellectual property rights. You
must return or delete from media, all those intellectual property rights at
our request.
9. Your Obligation to Pay Us
In return for us providing these Products and Services to you, you must pay
us the relevant fees, charges and costs notified to you and as may be amended
by us from time to time ("Fees"). We will use commercially reasonable efforts
to notify you of any increase in these Fees from time to time. If you do not
agree to pay those increased Fees you must, within 20 days of receiving that
notice from us notify us in writing or by email that you do not accept the
increase. Upon receiving that notice from you, unless agreed by us, your
right to use the subject Products and Services will cease. In the event that
no other Products and Services are then the subject of our agreement, the
Agreement will immediately terminate. If we do not receive any notices from
you in accordance with this clause and you continue to use the Services after
20 days from our initial notification, you agree that you are deemed to have
consented to the increase in Fees.
Despite the provisions of this clause:
i. You are solely responsible for the use of the Products and Services and
for all payment of any Fees arising from the use or provision of the Products
or Services, whether or not the user had your authority.
ii. Records held and logging procedures adopted by us in relation to usage by
or provision of your Products and Services are prima facie evidence that you
have used or ordered that Product and Service as indicated.
iii. We will endeavour to bill you for your use or our provision (as the case
may be) of Products and Services as follows:
monthly in advance in the first 10 days of each month for
recurring monthly charges.
monthly in arrears in the first 10 days of each month for
variable usage charges.
Annually in advance for annual recurring fees.
Where you agree to pay us by credit card, your credit card will
be debited the due amount on the date that the bill is issued.
Where you have arranged a credit account with us, payment will be
due on the 20th day of that month. If your account is not paid within 10
days of the due date, we reserve the right to charge a late payment fee on
any overdue amounts on an invoice at the rate of 15% per annum of the
amount overdue, calculated from the due date to the date of actual payment
in full. You agree that this late payment fee is a genuine pre-estimate of
damage we will suffer as a result of your late payment and is not a
penalty. In addition, we may impose a charge on you to cover our
reasonable expenses and costs incurred in enforcing any failure or delay
in your payment.
iv. You must pay Goods and Services Tax and any taxes, duties, stamp
duties,
imposts, levies or government charges relating to the Agreement or the supply
or usage of the Services or Products.
v. If your account is unpaid in part or in whole for a period of one month
from the due date, we reserve the right to terminate your access to the
products and/or services at any time in our discretion and to refer your
information to a debt collection agency or credit reference agency without
notice to you.
vi. You are responsible for the cost of any communication expenses you incur
to access the Products or Services.
vii. Despite any of the provisions of this clause 9, in the event that you
fail to pay your accounts by the due date and we refer your failure to any
debt collection agency or other like body, in the event you seek to reconnect
to the Products and Services, you acknowledge and agree that we may require
that you initially pay such Fees as represent two months in advance for the
Products and Services to be acquired by you. Such Fees are payable at the
time of re-connection of your Products and Services.
viii. If you have a genuine dispute in relation to amounts we have charged
you, you must pay the undisputed charges and notify us immediately you become
aware of any disputed charges. You must give us full details for the reason
of dispute as well as evidence of the grounds of dispute. We will investigate
the issue and you agree to comply with our good faith decision on any
disputes.
10. Your Use of the Products or Services
You agree that you will at all times abide by the requirements of
the Spiderline Acceptable Use Policy as published on Our Site and
amended from time to time.
You acknowledge that we may be obliged to provide assistance to law
enforcement agencies in respect of your acquisition or use of the Products
and Services and that you will not make any claim against us in relation to
that assistance.
11. Assignment and Delegation
We may assign or transfer our rights and responsibilities under these Terms
and Conditions and the Agreement to any person. We will give you written
notice in advance if we intend to do this.
We may subcontract the performance of any of our responsibilities under these
Terms and Conditions and the Agreement to any person.
You may not assign or transfer any of your rights or responsibilities under
these Terms and Conditions and Agreement to any person without our prior
written consent.
12. Our Rights under these Terms and Conditions and the Agreement
i. We may, at any time and in our absolute discretion, suspend or disconnect
your access to the Products or Services, and monitor or intercept your use of
the Products or Services, including without limitation any messages you send
or receive or data you store or access using those Products or Services if we
have reasonable cause to do so.
ii. We may delete that data stored using the Products or Services, in our
absolute discretion, if we consider that data to be inappropriate, illegal,
offensive or otherwise in breach of any law, standard, regulation or code of
practice.
iii. Without limiting clause 12(i) above, we may at any time, without notice,
suspend your use or access to part or all of the Products or Services:
for such time as is necessary for any maintenance determined
by us
to be necessary from time to time, and where possible, after giving you as
much advance notice as is reasonably practicable in the circumstances;
to reduce or prevent interference with our systems or the use of
Products or Services by others; or
if required to do so, as a result of a direction from any
government, law enforcement or other authorities.
iv. You authorise us to obtain credit information from a credit reporting
agency and information about your commercial activities or commercial credit
worthiness from a business which provides that information to enable us to
apply our credit policy. You also authorise us to obtain from and give to any
credit providers information about your credit arrangements. This information
may include any information about your credit worthiness, credit standing,
credit history, credit capacity or other information that credit providers
are allowed to give or receive from each other under the Privacy Act, 1993
(as amended from time to time).
v. We may access and store certain content accessible using some of the
Products or Services (known as caching) for faster and easy access by you.
That content is updated on a regular basis but there may be delays in that
updating and therefore cached content accessed by you through the Products or
Services may not be the most up to date version.
13. Force Majeure
Neither Party shall be deemed in default of these Terms and Conditions or the
Agreement to the extent that performance of its obligations or attempts to
cure any breach are delayed or prevented by reason of any act of God, war,
fire, natural disaster, accident, act of government, strikes, unavailability
of material, Telco capacity or supplies, any failure of a Third Party
Provider to supply goods or services associated with or comprising a
Spiderline Product or Service, shortages of or failure to deliver hardware
and/or software not attributable to an act or failure to act of the Party
seeking the protection of the force majeure or any other cause beyond the
reasonable control of such Party ("Force Majeure"), provided that such Party
gives the other Party written notice thereof promptly and, in any event,
within fifteen (15) days of discovery thereof. In the event of such a Force
Majeure, the time for performance or cure shall be extended for a period
equal to the duration of the Force Majeure.
14. Refund Policy
Spiderline Search service is available for a 30-day Demo. Customers may fully evaluate by Demo
account the service prior to purchasing a service plan. Demo account is fully functional, and
includes complete online documentation. During the Demo period, technical support is available
by sending e-mail to support@spiderline.com.
After purchase, Spiderline offers a 30-day money-back guarantee. If you are not completely
satisfied, just send e-mail to support@spiderline.com.com or call our orders department at
866-774-3375 within 30 days of purchasing a plan.
All refunds after the 30-day money-back guarantee, will be prorated at closing of account,
unused plan time will be refunded. Refunds will be administered by check, charge-back or
Paypal at the discretion of Spiderline LLC.
Fraudulent Credit Card Charges or Fraudulent Claims - All requests to negate charges are
investigated by our financial and legal advisors. If you make a fraudulent claim of
unauthorized card usage, we will report this to the credit card services. This report may
result in cancellation of your card services, put negative information on your credit report,
and create possible criminal charges that may be filed against you.
15. Notices
Notices under these Terms and Conditions and the Agreement shall be in
writing and shall be deemed given when delivered (i) personally, (ii) by
e-mail (with confirmation of receipt), (iii) by overnight mail or
conventional mail (registered or certified, postage prepaid with return
receipt requested) or (iv) by facsimile.
Notices shall be addressed to Spiderline at:
Postal: 4750 Monrovia St, Shawnee, KS 66216, USA
Email: support@spiderline.com
Facsimile: 1-866-774-3376
Notices shall be addressed to the Customer at the Postal, Email or Facsimile
addresses currently held by Spiderline and as supplied by the
Customer. It is
the Customer’s responsibility to ensure that Spiderline has up-to-date
records of the Customer’s details at all times.
