Terms of Service

Last Updated: August 31, 2020

 

The Terms of Service Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of this Web Site and our Service Offerings (as defined below) and is an agreement between Web-Server Kft. a company registered and operating under the laws of Hungary (registered seat: 4025 Debrecen, Pásti utca 2. I. em. 5.; registration number: 09-09-011599; hereinafter: “GeekBee”, “Company”, “we”, or “us”) and you. This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service Offerings (the “Effective Date”). You represent to us that you (a) have read, understand, and agree to be bound by this Agreement; (b) are lawfully able to enter into contracts (e.g., you are not a minor). If you are using the Service Offerings on behalf of an entity, you are agreeing to this Agreement for that entity and representing to GeekBee that you have the authority to bind that entity to this Agreement (in which case “you” and “Subscriber” will refer to that entity, and, together with other users of the Web Site, “Subscribers”), unless that entity has a separate contract in effect with us, in which event the terms of that contract will govern use by the entity. If you do not agree to be bound by this agreement, you may not access or use this Web Site or the Service Offerings.

 

Your use of, and participation in, certain services offered by GeekBee may be subject to additional terms (“Supplemental Terms”), and such Supplemental Terms will either be listed in the Agreement or will be presented to you for your acceptance when you sign up to use the supplemental service. If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such service. This Agreement and any applicable Supplement Terms are referred to herein as the “Agreement.”

 

This agreement limits the remedies that may be available to you in the event of a dispute.

 

Please note that this Agreement is subject to change by GeekBee in its sole discretion at any time. When changes are made, GeekBee will make a new copy of this Agreement available at its Web Site. We will also update the “Last Updated” date at the top of this Agreement. If we make any material changes, and you have created an account with us, we will also either send an e-mail to you at the last e-mail address you provided pursuant to this Agreement or post the updated Agreement on the UI (defined below). Any changes to the Agreement will be effective immediately for new users of the Web Site and/or Service Offerings and will be effective thirty (30) days after posting notice of such changes on the Web Site for existing Subscribers, provided that any material changes shall be effective for Subscribers who have an account with us upon the earlier of thirty (30) days after posting notice of such changes on the Web Site or thirty (30) days after dispatch of an e-mail notice of such changes to such Subscribers. GeekBee may require you to provide consent to the updated Agreement in a specified manner before use of the Web Site or the Service Offerings is permitted. If you do not agree to any change(s) after receiving notice of such change(s), you shall stop using the Web Site and the Service Offerings. Otherwise, your continued use of the Web Site and/or the Service Offerings constitutes your acceptance of such change(s).

 

Capitalized terms used in this Agreement shall have the meaning set forth in Section 17 or as otherwise defined within

 

the Agreement.

 

 

  1. USE OF THE SERVICE OFFERINGS

 

 

1.1 Service Offerings. GeekBee provides a new solution for WordPress hosting, including easy to build test environments, cloud-based auto-scaling system, and a real-time protection suite to protect your sites against malwares and hackers. This Agreement sets forth the terms pursuant to which Subscribers may access and use GeekBee’s Service Offerings.

 

Subject to the terms and conditions of this Agreement, GeekBee will provide the Service Offerings that you select, solely for your own use, and not for the use or benefit of any third party. Service Offerings shall include, but not be limited to, any Services GeekBee performs for Subscriber, as well as the offering of any Subscriber Content on the UI.

 

1.2 Access to Service Offerings. GeekBee will use reasonable efforts to ensure that the Subscription Plans and Software Tools are available twenty-four hours a day, seven days a week. However, there will be occasions when the Subscription Plans, Software Tools, and/or the Web Site will be interrupted for maintenance, upgrades and repairs or due to failure of telecommunications links and equipment. GeekBee will take reasonable steps to minimize such disruption where it is within GeekBee’s reasonable control. You agree that GeekBee will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the UI, the Service Offerings, Subscriber Content or Third Party Content. You are responsible for obtaining, maintaining and ensuring compatibility of any equipment or ancillary services needed to connect to, access the UI or otherwise use the Service Offerings, including without limitation, hardware, software, routers, wireless, networking devices, firewalls, modems, broadband service, and long distance or local telephone service. GeekBee may change, suspend or discontinue the Service Offerings at any time, including the availability of any feature, database, or UI. GeekBee may also impose limits on certain features and services or restrict your access to parts or all of the Service Offerings without notice or liability. GeekBee retains the right to create limits on use and storage in its sole discretion at any time with or without notice.

 

1.3 Subscribers Registration. Subscriber will be required to register with GeekBee and select a password and GeekBee URL by providing GeekBee with accurate, complete, and updated registration information, including Subscriber’s e-mail address. Failure to do so shall constitute a material breach of this Agreement. Subscriber may not use as a GeekBee URL a name that is subject to any third-party rights without appropriate authorization. GeekBee reserves the right to refuse registration of, or cancel, a GeekBee URL in its discretion. Subscriber is solely responsible for any use of or action taken under Subscriber’s password and accepts full responsibility for all activity conducted through Subscriber’s account and hereby releases GeekBee from any and all liability concerning such activity. Subscriber shall notify GeekBee immediately of any actual or suspected loss, theft, or unauthorized use of Subscriber’s account or password.

 

1.4 Restrictions. Subscribers and each End User may not and may not permit others to: (a) sell, rent, lease, license, sublicense, or assign the Service Offerings, or any part thereof to others without GeekBee’s prior written permission; (b) access or use the Service Offerings in a way intended to avoid incurring fees or exceeding usage limits or quotas; (c) transfer the Service Offering, in whole or in part, or any copy thereof to another party, unless you receive written permission from an authorized agent of GeekBee; (d) reverse engineer, decompile, disassemble, or otherwise derive the source code from the Software Tools or Service Offerings, or any part thereof, without GeekBee’s prior written permission; (e) copy, modify

 

or prepare derivative works of the Service Offerings, or any part thereof; (f) provide or permit access to the Service Offerings or any part thereof except for the sole use of End User; (g) copy, distribute or otherwise use the Service Offerings or any part thereof in any manner which competes with or substitutes for GeekBee’s distribution of the Service Offerings; (h) use the Service Offerings to send unsolicited e-mails, bulk mail, spam or other materials to users of the UI or any other individual; (i) use the Service Offerings in any libelous, defamatory, abusive, threatening, harassing, hateful, offensive, or manner that otherwise violates this Agreement, any law, or right of any third party, (j) use the Service Offerings in High Risk Activities or Other Prohibited Activities; (k) attempt to breach GeekBee’s security or authentication measures, whether by passive or intrusive techniques; (l) perform or publish any performance or benchmark tests or analyses relating to the Service Offerings, or the use thereof; or (m) cover or obscure any page or part of the Service Offerings via HTML, CSS, scripting, or any other means.

 

Except as expressly set forth herein, no express or implied license or right of any kind is granted to Subscriber regarding the Service Offerings, or any part thereof. All licenses and other rights, if any, granted to you in this Agreement are conditional on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the term of this Agreement, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against GeekBee or GeekBee’s customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Service Offerings you or any other authorized users have used on your behalf. Subscriber shall abide by all copyright notices, information, and restrictions contained in any UI accessed through the Service Offerings. The parties acknowledge that any actual or threatened breach of this Section 1.4 (Restrictions) will constitute immediate, irreparable harm to GeekBee for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. If any legal action is brought to enforce this Section 1.4, GeekBee will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

 

1.5 Compliance. Subscriber shall comply with the laws of all countries where it operates. Subscriber is solely responsible for the subject matter and nature of the Subscriber Content. Subscriber shall be responsible for ensuring that its use of the Service Offerings, and that any processing of Subscriber Content by GeekBee or Subscriber via the Service Offerings, do not violate any applicable laws or regulations. Subscriber shall provide all notices to, and obtain and maintain any consents from, any individual data subject as required by any applicable law or regulation in connection with the processing of any personally identifiable information and/or personal data of such individual data subjects via the Service Offerings by GeekBee and/or Subscriber. Subscriber shall not process or submit to the Service Offerings any Subscriber Content that includes any personally identifiable information and/or personal data of any individual data subject consisting of: (i) “personal health information,” (ii) government-issued identification numbers, including Social Security numbers, driver’s license numbers and other state-issued identification numbers; (iii) financial account information, including bank account numbers, and primary account numbers; (iv) payment card data, including credit card or debit card numbers; or (v) “sensitive personal data” or “special categories of personal data,” consisting of racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation.

 

GeekBee reserves the right to remove any Subscriber Content from the UI, suspend or terminate Subscriber’s right to use the Service Offerings at any time, or pursue any other remedy or relief available to GeekBee under equity or law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Subscriber Content or if GeekBee is concerned that Subscriber may have breached the immediately preceding sentence), or for no reason at all.

 

1.6 Privacy.

 

The parties agree to comply with GeekBee’s privacy policy (“Privacy Policy”) set forth at https://www.geekbee.com/privacy-policy, as modified from time to time.

 

 

  1. SUPPORT

 

 

2.1 Support Description:

 

GeekBee’s support is available 24/7. Our servers have great uptime and it is highly reliable, 99,99%.

GeekBee will make reasonable efforts to provide the Support, however we may change a Support Description at any time by posting a new Support Description on its support web site.

 

2.2 Technical Assistance. GeekBee will make reasonable efforts to provide customer with the technical assistance; support does not include on-site assistance.

 

  1. DATA PROCESSING UNDER GENERAL DATA PROTECTION REGULATION.

 

 

This Section 3 Data Processing Under General Data Protection Regulation will apply only with respect to obligations of the parties under the Applicable Data Protection Law (as defined below). In the course of performing its obligations to Subscriber pursuant to this Agreement, including providing Service Offerings, GeekBee will provide content hosting services for the duration of this Agreement, and may process personal data which is protected under Applicable Data Protection Law (as defined below), on behalf of Subscriber. Subscriber is responsible for the nature of any personal data contained in the Subscriber Content, and for obtaining consent from data subjects. The parties agree to comply with the following provisions with respect to any such personal data, each acting reasonably and in good faith:

 

3.1 Definitions applicable to this Section 3. The terms “controller”, “processor”, “data subject”, “personal data”, “processing” (and “process”) and “special categories of personal data” shall have the meanings given in Applicable Data Protection Law.

 

3.2 Relationship of the parties. Subject to the provisions of this Agreement, including Section 1.4 (Restrictions), Subscriber (the controller) appoints GeekBee as a processor to process the personal data contained in the Subscriber Content and personal data otherwise provided to GeekBee pursuant to the Agreement for the purposes described in this Agreement (or as otherwise agreed in writing by the parties) (the “Permitted Purpose”). Each party shall comply with the obligations that apply to it under Applicable Data Protection Law. If GeekBee becomes aware that processing for the Permitted Purpose infringes Applicable Data Protection Law, it shall promptly inform Subscriber. For the avoidance of doubt, Subscriber’s instructions for the processing of personal data shall comply with Applicable Data Protection Laws and Regulations. Subscriber shall have sole responsibility for the accuracy, quality, and legality of personal data, and the means by which Subscriber acquired personal data.

 

3.3 International Transfers. GeekBee shall not transfer the personal data outside of the European Economic Area (“EEA”) unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the personal data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient in the United States of America that maintains a valid and up-to-date EU-US Privacy Shield certification, to a recipient that has achieved binding corporate rules authorization in accordance with Applicable Data Protection Law, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.

 

3.4 Confidentiality of processing. GeekBee shall ensure that any person it authorizes to process the personal data (an “Authorized Person”) shall protect the Data in accordance with GeekBee’s confidentiality obligations under this Agreement.

 

3.5 Security. GeekBee shall implement technical and organizational measures to protect the personal data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorized disclosure of, or access to the personal data (a “Security Incident”).

 

3.6 Cooperation and data subjects’ rights. GeekBee shall provide reasonable and timely assistance to Subscriber (at Subscriber’s expense) to enable Subscriber to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law (including its rights of access, correction, objection, erasure and data portability, as applicable); and (ii) any other correspondence, inquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the personal data. In the event that any such request, correspondence, inquiry or complaint is made directly to GeekBee, GeekBee shall promptly inform Subscriber providing full details of the same.

 

3.7 Data Protection Impact Assessment. GeekBee shall provide reasonable cooperation to Subscriber (at Subscriber’s expense) in connection with any data protection impact assessment that Subscriber may be required under Applicable Data Protection Law.

 

3.8 Security Incidents. If it becomes aware of a confirmed Security Incident, GeekBee shall inform Subscriber without undue delay and shall provide reasonable information and cooperation to Subscriber so that Subscriber can fulfill any data breach reporting obligations it may have under (and in accordance with the timescales required by) Applicable Data Protection Law. GeekBee shall further take such any reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and shall keep Subscriber informed of all material developments in connection with the Security Incident.

 

3.9 Deletion or return of Data. Upon termination or expiration of the Agreement, GeekBee shall destroy all personal data in its possession or control according to the provisions for Subscriber Content set forth in Section 10.

 

3.10 Audit. Subscriber acknowledges that GeekBee is regularly audited against standards by independent third party auditors. Upon request, GeekBee shall supply a summary copy of its audit report(s) to Subscriber, which shall be subject to the confidentiality provisions of Agreement.

 

  1. PROPRIETARY RIGHTS;

 

 

4.1 Intellectual Property Rights. By accepting the present GTC, the Customer acknowledges that the Services, including contents, illustrations, user interfaces, audio and video clips, editorial content, as well as scripts and software used for the providing the Services, contain such proprietary information and material the right holders of which are the Service Provider and/or the licensor, and which are protected by applicable intellectual property or other legislation, including, but not limited to, copyright protection. The Customer accepts that he or she may not use such proprietary information or contents in any other manner than the private, non-commercial use of the Services set out in this GTC.

It is prohibited to reproduce any part of the Services in any form or by any means unless expressly permitted by this GTC. The User acknowledges, that he or she may not, in any way, modify, let, sell or distribute the Services or the Application or any part thereof, and he or she shall not be entitled to use the Service in any manner expressly not permitted.

The GeekBee name, the GeekBee logo and any other trademarks, illustrations and logos used in relation to the Services whether they are registered trademarks or not. The Customer shall have no rights or no right of use in respect of the above-mentioned trademarks or intellectual property.

The content of the Website and the Services, including, but not limited to, its graphic elements, text and technical solutions, the layout and design of the Website interface, the software and other solutions, ideas and implementation used, as well as the content on the Website published by the Service Provider are the intellectual property of GeekBee protected by copyright. The copying thereof, in whole or in part, violates copyrights.

The use of the Services shall under no circumstances result in the source code of the Software being decrypted or deciphered by anyone or in any other way infringe the intellectual property rights of GeekBee. It is also forbidden to adapt or decrypt the content or any part of the Services. The Parties explicitly state, that under the provisions of the present GTC the Customer is solely provided with access to the Software and the Website and all of its content, therefore nothing in the present GTC shall be construed as granting license or permission of GeekBee to provide license or sublicense to any third party, furthermore, the Client is not entitled to replicate, modify, revise, adapt, develop, translate, correct, reverse engineer, decrypt or decipher the Software or any element thereof.

 

4.2 License. Subject to the terms and conditions of this Agreement, GeekBee grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term: (i) access and use the Subscription Plans and Software Tools solely in accordance with this Agreement; and (ii) use the UI solely in connection with your permitted use of the Service Offerings. The Service Offerings may contain open source software components which are licensed under the terms of the applicable open source software licenses and not this Agreement.

 

4.3 Retention of Rights in Downloaded UI. Subscriber may download or copy the UI, and other items displayed on the UI for download, for personal use only, provided that Subscriber maintains all copyright and other notices contained in such UI. In the event you download Software Tools from the UI, the Software Tools and the UI, including any files, images incorporated in or generated by the Software Tools and the UI, and the data accompanying the Software Tools and the UI is licensed to you by GeekBee or third-party licensors for your personal, noncommercial use, and no title to the Software Tools or the UI shall be transferred to you.

 

4.4 Proprietary Rights of Subscriber Content. Subscriber shall own all Subscriber Content that Subscriber contributes to the UI, but Subscriber hereby grants and agrees to grant GeekBee and its personnel a non-exclusive, worldwide, royalty-free, non-transferable right and license to use, copy, cache, publish, display, distribute, modify, create derivative works and store such Subscriber Content solely in order to provide the Service Offerings. On termination of Subscriber’s use of the UI and the Service Offerings, GeekBee shall make all reasonable efforts to promptly remove and cease use of the Subscriber Content; however, Subscriber recognizes and agrees that caching of the Subscriber Content may not be immediately removed. Subscriber warrants and represents that Subscriber has the right to grant GeekBee the rights set forth above and that it will not contribute any Subscriber Content that (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless Subscriber owns the trade secret or has the owner’s permission to post it, (c) infringes any intellectual property right of another or the privacy or publicity rights of another, (d) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates this Agreement, any law, or right of any third party, (e) contains any computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or (f) remains posted after Subscriber has been notified that such Subscriber Content violates any of sections (a) to (e) of this sentence.

 

4.5 Feedback. If Subscriber provides ideas, suggestions, and/or documents to GeekBee about the Service Offerings (“Feedback”) GeekBee may use that information without obligation to Subscriber (including without limitation obligations of confidentiality), and Subscriber hereby irrevocably grants to GeekBee a fully paid, royalty-free, perpetual, worldwide, non-exclusive and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.

 

 

  1. SUBSCRIBER RESPONSIBILITIES

 

 

5.1 Security and Backup. You are solely responsible for the development, content, operation, maintenance, and use of Subscriber Content. For example, you are solely responsible for: (a) the technical operation of Subscriber Content, including ensuring that calls you make to any Service Offering are compatible with then-current APIs for that Service Offering; (b) compliance of Subscriber Content with this Agreement, other policies, and the law; (c) any claims relating to Subscriber Content; and (d) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Subscriber Content violates such person’s rights, including notices pursuant to the Digital Millennium Copyright Act. You are responsible for properly configuring and using the Service Offerings and taking your own steps to maintain appropriate security, protection and backup of Subscriber Content, which may include the use of encryption technology to protect Subscriber Content from unauthorized access and routine archiving Subscriber Content. Log-in credentials and private keys generated by the Service Offerings are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your personnel performing work on your behalf; provided that you are liable for any violation of this Agreement by such personnel.

 

 

  1. WARRANTY DISCLAIMER

 

 

6.1 Disclaimer of Warranties. GeekBee makes no representations concerning any content contained in or accessed through the Service Offerings, and GeekBee will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service Offerings. THE SERVICE OFFERINGS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. GeekBee makes no representations or warranties of any kind with respect to the Service Offerings, including any representation or warranty that the use of them will (a) be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (b) meet your requirements or expectations, (c) be free from errors or that defects will be corrected, or (d) be free of viruses or other harmful components. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to Subscriber.

 

6.2 Disclaimer of Liability. To the fullest extent allowed by law, GeekBee disclaims any liability or responsibility for the accuracy, reliability, availability, completeness, legality or operability of the Service Offerings provided under this Agreement. By using the Service Offerings you acknowledge that GeekBee is not responsible or liable for any harm resulting from: (1) use of the UI; (2) downloading information contained on the UI including but not limited to downloads of Third Party Content; (3) unauthorized disclosure of images, information or data that results from the upload, download or storage of Third Party Content; (4) the temporary or permanent inability to access or retrieve any Subscriber Content from the UI, (5) harm caused by viruses, worms, Trojan horses, or any similar contamination or destructive program, or (6) any and all liability for the accessing or theft of any data or data communications by unauthorized persons or entities.

 

6.3 Third Party Websites. Unless explicitly otherwise provided, GeekBee does not make any representation or warranty whatsoever about any third-party site that is linked to the UI, or endorse the products or services offered on such site.

 

6.4 Relationship with Subscriber. GeekBee has no special relationship with or fiduciary duty to you. You acknowledge and agree that GeekBee has no control over, and no duty to take any action regarding: which users gains access to the UI; what effects the UI may have on you; how you may interpret or use the UI; or what actions you may take as a result of having been exposed to the UI. Any portion of the Subscriber Content of the UI that is provided by you is your responsibility and any portion of the Subscriber Content provided by any third party is the responsibility of the third party who posted such Subscriber Content. GeekBee does not monitor the Subscriber Content of the UI and takes no responsibility for such Subscriber Content. You release GeekBee from all liability for Subscriber Content or Third Party Content which you access through the UI.

 

 

  1. INDEMNIFICATION

 

 

7.1 General. You will defend, indemnify, and hold us harmless, including our employees, officers, directors, representatives, our licensors and service providers, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim (a “Claim”) concerning: (a) your or any End Users’ use of the Service Offerings (including any activities under your account and use by your employees, agents, subcontractors, customers and Clients); (b) breach of this Agreement or violation of applicable law by you, any End User, your employees, agents, subcontractors, customers or Clients; (c) Subscriber Content or the combination of Subscriber Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by your Subscriber Content or by the use, development, design, production, advertising or marketing of Subscriber Content; or (d) a dispute between you and any End User, employee, agent, contractor, customer or Client. If GeekBee is obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse GeekBee for reasonable attorneys’ fees, as well as GeekBee’s employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.

 

7.2 Process. We will promptly notify you of any claim subject to Section 7.1, but our failure to promptly notify you will only affect your obligations under this Section 8 to the extent that our failure prejudices your ability to defend the claim. We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as we incur them.

 

 

  1. LIMITATIONS OF LIABILITY.

 

 

WE AND OUR LICENSORS WILL NOT IN ANY EVENT BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR FOR YOUR LOSS OF PROFITS, GOODWILL, USE, OR DATA, EVEN IF WE OR OUR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICE OFFERINGS, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE LAW, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICE OFFERINGS FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR SUBSCRIBER CONTENT OR OTHER DATA. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT (INCLUDING ANY LIABILITY INCURRED BY OUR LICENSORS) WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE OFFERING THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

 

 

  1. SUBSCRIBER CONTENT.

 

 

Although GeekBee will make reasonable efforts to store and preserve the material residing on the UI, GeekBee is not responsible or liable in any way for the failure to store, preserve or access Subscriber Content or other materials you transmit or archive on the UI. Although the Subscription Plans or Software Tools may offer mechanisms for the creation of back-ups of the Subscriber Content, you are solely responsible for creating copies of any data, material, or information transmitted, posted, or uploaded to the Subscription Plans or Software Tools. All Subscriber Content is Subscriber’s property and is for Subscriber’s exclusive use subject to the license to GeekBee in Section 5.4. In the event of data corruption, hardware failure or other data loss, GeekBee will make reasonable efforts to restore lost or corrupted data

from server backups. Web server raw log files are not included in the backups and cannot be recovered during server restoration. GeekBee shall not be responsible for lost data or site content. Subscriber shall maintain a local copy of all data uploaded or stored on GeekBee servers. GEEKBEE SHALL NOT RESTORE SUBSCRIBER CONTENT UPON SUBSCRIBER’S REQUEST. GEEKBEE SHALL NOT RETAIN ANY OF SUBSCRIBER’S CONTENT AFTER ACCOUNT TERMINATION. ALL SUBSCRIBER CONTENT IS DELETED (A) FROM THE PLATFORM AT THE TIME THE ACCOUNT IS TERMINATED AND (B) FROM BACK-UPS DURING SCHEDULED BACK UP ROTATION. GEEKBEE SHALL NOT RESTORE, “BURN” TO CD, OR SEND OUT ANY SUBSCRIBER CONTENT PERTAINING TO TERMINATED ACCOUNTS. UNDER NO CIRCUMSTANCE SHALL GEEKBEE BE LIABLE FOR ANY LOSS OF SUBSCRIBER CONTENT. The requirement to delete Subscriber Content on account termination shall not apply to the extent that GeekBee is required by applicable law to retain some or all of the Subscriber Content, or to Subscriber Content it has archived on back-up systems, in which event GeekBee shall securely isolate and protect from any further processing except to the extent required by such law.

 

 

  1. FEES AND PAYMENTS.

 

 

10.1 Fees. Some of the Service Offerings require payment of fees. All fees are stated in U.S. dollars. Subscriber shall pay all applicable fees, as described on the Web Site in connection with such Service Offerings selected by Subscriber, and any related taxes or additional charges. All fees during your trial are refundable ($1), however after your trial expires we only refund your unused balance in your account. Subscriber represents to GeekBee that Subscriber is the authorized account holder or an authorized user of the chosen method of payment used to pay for the paid aspects of the Service Offerings. GeekBee may modify and/or eliminate such fee-based Service Offerings at its discretion. Subscriber understands and agrees that the payment for virtual goods grants Subscriber a limited license to use the virtual goods as specified on the UI. All payments are made without the right of setoff or chargeback. Subscriber will pay interest, at a rate equal to one and one half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower, on any undisputed amount that remains unpaid after it is due. Subscriber will pay directly any taxes arising out of this Agreement or GeekBee’s performance under this Agreement, including applicable local, state, federal and international sales taxes, value added taxes, withholding taxes, and any other taxes or duties of any kind, but excluding taxes on GeekBee’s net income and all employer reporting and payment obligations with respect to GeekBee’s personnel. If any applicable law requires Subscriber to withhold amounts from any payments to GeekBee under this Agreement, (a) Subscriber will effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish GeekBee with tax receipts evidencing the payments of such amounts and (b) the sum payable by Subscriber upon which the deduction or withholding is based will be increased to the extent necessary to ensure that, after such deduction or withholding, GeekBee receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount GeekBee would have received and retained absent the required deduction or withholding. GeekBee reserves the right to contract with a third party for the purpose of processing payments. Such third party may impose additional terms and conditions governing payment processing.

 

10.2 Failure to Pay. If Subscriber fails to pay fees in accordance with this Agreement, GeekBee may suspend fulfilling its obligations under this Agreement until such payment is received by GeekBee, including, without limitation, terminate the Service Offerings provided by GeekBee pursuant to any Subscription Plan, decrease Service Offerings or features accessible by Subscriber or any Client, restrict access to Subscriber or Client sites, suspend operation of any Subscriber sites or Subscriber’s or Clients’ access to all or part of the Service Offerings, all without notice or liability.

 

10.3 Modification of Fees. GeekBee may change its prices at any time but will provide you reasonable notice of any such changes by posting the new prices on the UI with or without notice, or by emailing you notice. If you do not wish to pay the new prices, you may cancel the services prior to the change going into effect.

 

  1. TERMINATION.

 

 

11.1 Term. The term of this Agreement commences on the date when you accept this Agreement (as described in the preamble above) and remains in full force and effect while you use the UI and the Service Offerings, unless terminated earlier in accordance with this Agreement or any other agreement you may have with GeekBee (the “Term”). The term of any Subscription Plan or Service Offering shall commence on the date when the Subscription Plan or Service Offering commences and remains in full force and effect for the term of the Subscription Plan or Service Offering, unless terminated earlier in accordance with this Agreement.

 

 

11.2 Right to Terminate. GeekBee may terminate the Service Offerings at any time by notifying Subscriber by any means. Subscriber may terminate a Service Offerings at any time; however, no refunds or credits for any partial period will be issued unless required by law. GeekBee may also terminate or suspend any and all Service Offerings and access to the UI immediately, including any Subscription Plan, at its sole discretion and without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account or any Subscription Plan or Service Offering, your right to use the Service Offerings, access the UI, and any Subscriber Content or Third Party Content will immediately cease.

 

11.3 Obligations after Termination. Sections 1.4 (Restrictions), 2.4 (Client Violations), 3.10 (Audit), 4.1 (Intellectual Property Rights), 4.5 (Feedback), 5.2 (End User Violations), 6 (Warranty Disclaimer), 7 (Indemnification), 8 (Limitations of Liability), 10 (Fees and Payments), 11.3 (Obligations after Termination), 12 (Confidentiality), 13 (Terms and Definitions) and 14 (Miscellaneous Provisions) shall survive termination of this Agreement. Termination of your access to and use of the UI and the Service Offerings, or any Subscription Plan, shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability which you otherwise may have to GeekBee, including without limitation any indemnification obligations contained herein.

 

 

  1. CONFIDENTIALITY.

 

 

Each party expressly recognizes that the Confidential Information of the other party is being disclosed under conditions of confidentiality. Each party shall not disclose Confidential Information to any third party; provided that it may, however, disclose Confidential Information to its employees and agents who need to know Confidential Information in order to assure its compliance with the other terms and conditions of this Agreement. Each party shall liable for all violations of this Section 12 by its personnel. In the event that a party is required to disclose Confidential Information pursuant to any applicable statute, regulation or order of a court of competent jurisdiction, that party may do so provided that it uses commercially reasonable efforts to notify the other party of the required disclosure. Each party will maintain physical, electronic and procedural safeguards reasonably designed to protect the confidentiality and integrity of, and to prevent unauthorized access to or use of, Confidential Information provided by the other party.

 

 

 

  1. TERMS AND DEFINITIONS

 

 

 “API” means an application program interface.

 

 

“Applicable Data Protection Law” shall mean (i) prior to 25 May 2018, the EU Data Protection Directive (Directive 95/46/EC); and (ii) on or after 25 May 2018, the EU General Data Protection Regulation (Regulation 2016/679).

 

“Authorized Person” has the meaning set forth in Section 3.4.

 

 

“Claim” has the meaning set forth in Section 7.1.

 

 

“Client” has the meaning set forth in Section 7.1.

 

 

“Confidential Information” means all nonpublic information disclosed by GeekBee, our business partners or our or their respective employees, contractors or agents, or disclosed by you, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to our or our business partners’ technology, customers, business plans, promotional and marketing activities, finances, business metrics (e.g., growth rates), business methodologies, our intellectual property, pricing, product roadmaps and other business affairs; (b) third-party information that GeekBee is obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and GeekBee. Notwithstanding the foregoing, Confidential Information does not include Subscriber Content or any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by the receiving party without reference to the Confidential Information.

 

“Documentation” means the user guides and operations manuals provided with the Service Offerings.

 

 

“EEA” has the meaning set forth in Section 3.3.

 

 

“Effective Date” has the meaning set forth in the first paragraph of this Agreement.

 

 

“End User” means any individual or entity that directly or indirectly through another user: (a) accesses or uses your Subscriber Content; or (b) otherwise accesses or uses the Service Offerings under your account.

 

“Feedback” has the meaning set forth in Section 4.5.

 

 

“High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, or other uses where the use or failure of the Service Offerings could lead to death, personal injury, or environmental damage.

 

“Other Prohibited Activities” means storing or processing any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State, or using the Service Offerings to operate or enable any telecommunications service or allow Customer End Users to place calls or to receive calls from any public switched telephone network.

 

“Permitted Purpose” has the meaning set forth in Section 3.2.

 

 

“Privacy Policy” has the meaning set forth in the first paragraph of this Agreement.

 

 

“Security Incident” has the meaning set forth in Section 3.5.

 

 

“Service Offerings” means the Subscription Plan, Software Tools, or Support offered to Subscriber (and, if Subscriber is an Agency, Subscription Plans offered to such Agency’s customers). Service Offerings do not include Third Party Content or Subscriber Content.

 

“Software Tools” means the software tools that allow for development, maintenance, and oversight of one or multiple websites on a subscription basis (including, without limitation, development environment, workflow integration tools, dashboard, site access controls and search), the Documentation, the Marks, the UI, and any other web product or web service provided by GeekBee under this Agreement. Software Tools do not include Third Party Content or Subscriber Content.

 

“Subscriber” has the meaning set forth in the first paragraph or this Agreement.

 

 

“Subscriber Content” means content that Subscriber or any End User (a) runs on the Service Offerings, (b) causes to interface with the Service Offerings, or (c) uploads to the Service Offerings under its account or otherwise transfers, processes, uses or stores in connection with such account. For the purposes of this definition, “Subscriber Content” means, without limitation, software or source code, audio, video, animations, text, graphics, logos, tools, photographs, images, illustrations, Subscriber programming code and API(s), dashboard(s), administration tools, and graphical interface(s).

 

“Subscription Plan” means a paid subscription-based website hosting plan.

 

 

“Support” has the meaning set forth in Section 2.1.

 

 

“Support Description” has the meaning set forth in Section 2.1.

 

 

“Term” means the agreed upon length of the Agreement between you and GeekBee as set forth in the applicable documentation.

 

“Third Party Content” means content made available to you by any third party on the UI or in conjunction with the Service Offerings. For the purposes of this definition, “Third Party Content” means, without limitation, software or source code, audio, video, animations, text, graphics, logos, tools, photographs, images, illustrations, Third Party programming code and API(s), dashboard(s), administration tools, and graphical interface(s).

 

 

“UI” or “User Interface” means all GeekBee-created content, including but not limited to software or source code, audio, video, animations, text, graphics, logos, tools, photographs, images, animations, illustrations, the GeekBee programming code and APIs, dashboard(s), administration tools, and graphical interface(s), all as created and/or used by or on behalf of GeekBee in connection with provision of the Service Offerings. UI does not include Third Party Content or Subscriber Content.

 

“Web Site” means https://www.geekbee.com and any successor website of GeekBee.

 

 

  1. MISCELLANEOUS PROVISIONS

 

This GTC is governed by Hungarian law. To issues not regulated in this GTC, primarily the applicable provisions of the Act V of 2013 on the Hungarian Civil Code as well as the applicable provisions of Hungarian laws and regulatory requirements shall be applied.

The Service Provider may communicate its legal statements relating to this Contract with effect to the Customer in a system message sent to the email address provided by the Customer during registration. The system message shall be considered to be delivered to the email address registered by the Customer at the time of sending it. The data stored by the Service Provider’s IT system shall be applicable to determine the sending time of the system message.

The Service Provider is entitled to place advertisements or other marketing-related content at any time on the Website .

The Service Provider reserves the right to make changes or corrections to the Website without prior notice at any time. GeekBee also reserves the right to place the Website under a different domain name.

Disputes arising between the Service Provider and the Customer from the Contract established under this GTC shall be settled by the District Courts and the Regional Courts of Hungary, depending on the competence, for the place where the Service Provider has its registered seat, unless it is excluded by binding Hungarian legislation. If this jurisdiction clause is, in any case, excluded by the mandatory rules of Hungarian law, the dispute shall be determined by a court having jurisdiction and competence under the Hungarian Code of Civil Procedure.

This GTC shall enter into force upon publication on the Website and shall remain in force until its cancellation or amendment.

Please accept the present GTC only, if you agree with the above.

If you have any further questions regarding the GTC, please contact us at beehive@geekbee.com

 

The present GTC is effective from August 31, 2020.

 

GeekBee (Web-Server Kft)

 

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