DUBRINK TERMS AND CONDITIONS
The Dubrink Services are provided to you under the condition that you accept, without alterations, these Terms of Service, any subsequent amendments, and any procedures that may be disclosed periodically or made accessible to you via the Dubrink Services. Your utilization of the Dubrink Services constitutes a legally binding agreement between you and Dubrink. Should you be acting on behalf of an entity, such as your employer, you affirm that you possess the legal authority to represent and bind said entity, in which case terms like “you,” “your,” “customer,” or similar capitalized terms herein refer to said entity.
IF YOU UTILIZE YOUR EMPLOYER’S OR AN ENTITY’S EMAIL ADDRESS TO REGISTER FOR THE DUBRINK SERVICES, PLEASE BE AWARE THAT YOU ARE CONSIDERED AN AUTHORIZED REPRESENTATIVE AND/OR AGENT OF SAID EMPLOYER OR ENTITY (AS APPLICABLE).
These Terms serve as the governing contract for using the Dubrink Services.
Should you enroll in a Free Trial of the Platform, the relevant sections of these Terms will apply to that Free Trial.
PLEASE REVIEW THESE TERMS THOROUGHLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE UTILIZING THE DUBRINK SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE REFRAIN FROM ACCESSING, BROWSING, OR OTHERWISE USING THE DUBRINK SERVICES.
1. Definitions related to the Terms and Conditions
“Account” refers to the primary mechanism enabling access to and utilization of the Dubrink Services, which is accessible upon input of the user’s credentials (or log-in details).
“Administrator” denotes an Account User(s) to whom the Client has conferred specific authorization to oversee the Client Account.
“Affiliates” encompasses any legal entity that controls or possesses more than 50% of the outstanding shares or securities of such entity, is controlled by, or under common control with a party.
“Beta Service” signifies any functionality of Dubrink Services that is under development or has not been commercially released as a final product and which Dubrink has made accessible to the Client for testing and evaluation purposes.
“Client” represents a natural or legal person or entity who has accepted these Terms with Dubrink by utilizing the Dubrink Services.
“Client Data” entails data and documents of any nature (images, spreadsheets, text files, calculations, etc.) and any other digital data and information, subject to the Platform or otherwise inserted into the Platform by the Client and for which Dubrink acts as a “processor” (as defined in the Privacy Notice). Client Data shall not encompass Sensitive Information.
“Content” encompasses any data and information available through Dubrink Services or contained within the structure of Dubrink Services, including but not limited to articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials, and any comments.
“Credentials” encompasses all usernames, passwords, and other access credentials created by or assigned to the Client and each of its designated Users for the use of the Dubrink Services.
“Feature” signifies a function or set of functions providing a specific capability within the Dubrink Services.
“Fee” denotes regular payment for utilizing the Dubrink Services via an activated Account.
“Feedback” embodies any comment, bug report, feedback, suggestion, or modification for the Dubrink Services that the Client or a User provides to Dubrink.
“Free Trial” represents temporary access to experiment with any part of the Dubrink Services or Features by any selected Plan without remitting a Fee.
“Marketplace” is an online directory, catalog, or application marketplace that interoperates with Dubrink Services.
“Dubrink Materials” encompasses the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel,” organization, compilation of the Content, code, data, and all other elements of the Dubrink Services.
“Dubrink Services” denotes the Website, Content, Dubrink Materials, Platform, and all other content, services, products, and Features available on or through the Platform.
The “Plan” signifies various criteria related to the use, functionality, and cost of a particular Dubrink Service, upon which the Fee is based.
“Plan Term” represents the Client’s use of the Dubrink Services commencing on the date of payment of the corresponding Fee for the associated Plan and concluding on the date of expiration.
“Platform” refers to the Dubrink Intelligent CBAM application, including any associated Features.
“Privacy Notice” refers to the notice, as set forth here, which delineates how Dubrink collects, receives, uses, stores, shares, transfers, and processes Client Data in connection with the Client’s use of the Dubrink Services. It also expounds on the Client’s choices regarding the use and rights of access to and correction of its Client Data.
“Renewal Date” denotes the date the Client’s Plan will automatically renew annually or monthly, depending on the Client’s Plan.
“Reseller” signifies a third-party entity that (i) purchases Dubrink Services from Dubrink and resells such Dubrink Services to Clients, (ii) bills such Clients directly, and (iii) provides such Clients with customer service related to the Dubrink Services.
“Sensitive Information” denotes credit or debit card numbers; financial account numbers or wire instructions; government-issued identification numbers (such as Social Security numbers passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
“Sub-processor” represents any third party, as set forth here, that Dubrink utilizes to provide Dubrink Services.
“Terms” denote these Terms of Service and the Privacy Notice.
“User” denotes an entity or individual granted the authorized rights and privileges to use the Account on behalf of a Client.
“Web Site” encompasses the compilation of all web documents (including images, PHP, and HTML files) made available via cms.dubrink.com, its subdomains, or domains with identical names under other top domains owned by Dubrink.
2. Adjustments to Terms
Dubrink has the exclusive right to amend, adjust, append, or delete any segments of the terms periodically. Notification regarding such alterations may be disseminated via the platform or the Dubrink services. The client’s continued utilization of the Dubrink services signifies acceptance of these terms and any ensuing modifications.
3. Dubrink Services
3.1 Utilization of the Dubrink Platform
Conditioned upon these terms and payment of the applicable fee, Dubrink extends to the client and its users a non-exclusive, non-transferable, non-sublicensable license to employ the Dubrink services for the following purposes:
1. Compilation, storage, and organization of data;
2. Modification and deletion of data; and
3. Tailoring of standard features or functionality within the Dubrink services.
4. Invite relationships, such as suppliers, importers, and representatives, to share data within the Dubrink Platform, subject to compliance with these Terms and upon payment of the applicable fee.
3.2 Amendments to Dubrink Services
Dubrink retains the right to revise the Dubrink services or any component thereof without prior notification, encompassing, but not limited to:
1. Rebranding, repackaging, or repricing (including any fee adjustments applicable upon the subsequent plan renewal) of the Dubrink services, at its sole discretion;
2. Cessation or discontinuation of the development of specific Dubrink services, features, or components of the platform, temporarily or permanently;
3. Implement measures essential to safeguard Dubrink’s rights in response to any Dubrink service use that could be reasonably construed as violating Dubrink’s intellectual property rights, distribution of internet-based malware, or other illicit activities.
4. Dubrink offers a platform with various components that are still under development but advertised. These components may be inactive, and Dubrink is not liable for any inconvenience caused if customers cannot use them.
If applicable, the client may be apprised of such modifications upon accessing the account. Should the client decline a modification, notification must be furnished to Dubrink or the reseller (if access to the Dubrink services was procured through a reseller) before the modification’s effective date. Failure to notify Dubrink of objection will denote the client’s consent to the alterations. Dubrink assumes no liability to the client or any third party for any modifications, suspension, or cessation of the Dubrink services or components.
3.3 User Authentication
The client is responsible for safeguarding the confidentiality of all credentials and assumes sole liability for all activities conducted with said credentials. These credentials must not be shared or utilized by multiple individuals. However, they may be reassigned to a new user, replacing a former user who has terminated employment or changed job functions and no longer requires Dubrink services. Dubrink reserves the authority to terminate any user’s credentials suspected of being utilized by an unauthorized third party or in an unauthorized manner, as determined solely by Dubrink, and will promptly notify the client of such termination.
The client must expeditiously inform Dubrink of the following:
1. Any actual or suspected disclosure, loss, or unauthorized use of any credentials;
2. A user’s departure from the client’s organization;
3. A change in a user’s role within the client’s organization; or
4. The termination of a user’s rights for any reason.
3.4 Plan Alterations
The client may upgrade or downgrade their current plan anytime by selecting a new one from Dubrink’s available options. In such instances, the client’s credit card on file with Dubrink will be automatically charged the fee for the subsequent payment interval at the rate specified in the new plan. If the client chooses to upgrade their plan, any unused portion of prepaid fees will be applied to the cost of the upgraded plan. However, if the client elects to downgrade their plan after the commencement of a plan term, this may result in the loss of features, functionality, account capacity, and client data. No refund of prepaid or outstanding fees will be issued to the client for any price difference between plans in the event of a downgrade after the plan term has commenced.
3.5 Account Administration
The client acknowledges that they maintain administrative control over granting access to customer data hosted within the Dubrink services. Depending on the plan, the client may designate a user as the billing owner and one or more users as administrators to manage their accounts. Dubrink is entitled to rely on communications from an administrator when servicing the client’s account. Client administrators may be able to access, monitor, use, and export customer data.
3.6 Technical Assistance
Depending on the plan, Dubrink shall furnish reasonable technical support to the client and its users via various channels, including Dubrink Community & Knowledge Base, chat, and phone support. The reseller will provide initial technical support for Dubrink services procured through a reseller.
3.7 User Verification
The client acknowledges and agrees that Dubrink may require them to provide information to verify their identity and ensure the security of their account and user. In the event of account access loss or information requests, Dubrink reserves the right to request any necessary verification before restoring access to or providing information about the account.
3.8 Functionalities
Dubrink may periodically introduce new features through the Dubrink services, subject to these terms and conditions. The client’s utilization of such features is contingent upon adherence to the terms and conditions.
3.9 Trial Period
New clients may qualify for a trial period without the necessity of providing credit card information. Upon trial period expiration, the account will be automatically deactivated. To prevent deactivation or reactivation of the account, the client must select a plan and pay the first payment interval fee. Failure to pay the fee within two weeks of the trial period’s expiry grants Dubrink the right to delete the account, including all client data therein, permanently. Additionally, Dubrink may offer special discounts and promotions at its sole discretion, subject to additional terms.
3.10 Beta Services
Dubrink may provide clients with trial features referred to as beta services for evaluation purposes. Dubrink retains the right to discontinue, either entirely or partially, any of these Beta Services at its discretion, either temporarily or permanently, with or without prior notice to the Client. The Client acknowledges that Dubrink shall not bear any liability to the Client or any third party for any damages arising from or related to the Client’s utilization of the Beta Services or due to any modifications, suspensions, or terminations of any Beta Services for any reason.
4. Restrictions
4.1 Prohibited Activities
Clients and their users must use the Dubrink Services strictly within the parameters delineated in these Terms and under applicable laws. Specifically, clients and users are proscribed from engaging in the following activities:
1. Employ the Dubrink Services or any constituent parts for illicit purposes, contravening prevailing statutes, or instigating others to perpetrate unlawful deeds.
2. Reproducing, disseminating, altering, adapting, hacking, reverse engineering, or decompiling the Dubrink Services or any of their components, except under circumstances explicitly permitted by law and not prohibited by Dubrink.
3. Providing fictitious, inaccurate, or deceptive information.
4. Conducting oneself in a manner that defames, libels, threatens, or harasses Dubrink.
5. Approaching relations like suppliers, importers, and authorized representatives for purposes other than gathering data from an existing import.
6. Accessing or utilizing the Dubrink Services or any of their components without consenting to adhere to these Terms.
4.2 Uses Requiring Dubrink Consent
Clients or users must secure prior written authorization from Dubrink to:
1. Vend, lease, license, sublicense, circulate, unveil, or otherwise grant entry to the Dubrink Services, in whole or in part, to any third parties unless they are users of the same client.
2. Employ the Dubrink Services or any of their components beyond the parameters, means, or objectives for which their functionality was designed.
4.3 Trade Control Compliance
Third Parties (Clients, users, resellers, agents) must comply with all relevant laws, including economic sanctions and export controls. Specifically:
1. Promptly inform Dubrink of any breaches of sanctions or trade controls related to the Dubrink Services or if designated as a Restricted Person.
2. Refrain from actions that could cause Dubrink or its affiliates to violate sanctions or trade controls.
3. Confirm absence from any sanctions-related restricted or blocked persons lists and from sanctioned countries or territories.
4. Follow all applicable economic, trade, and financial sanctions laws and regulations.
5. Dubrink may terminate a Third Party’s access to Dubrink Services if it violates these provisions or risks breaching sanctions or trade controls.
4.4 Take Down
Dubrink endeavors to comply with all relevant laws, including the US Digital Millennium Copyright Act. Consequently, Dubrink retains the right to remove any client data from the platform upon receipt of a compliant takedown notice, including judicial orders or notices.
5. Dubrink’s Provisions
5.1 Service Provision
Dubrink commits to the following provisions:
– Delivering the Dubrink Services, Content, and Client Data by these Terms.
– Offering support.
– Making commercially reasonable efforts to maintain 24/7 availability of the Dubrink Services, except for planned downtimes or circumstances beyond its control.
– Engaging sub-processors as required and ensuring compliance with data transfer regulations.
– Upholding safeguards to ensure the security, confidentiality, and integrity of Client Data, accessing or disclosing it only as necessary.
5.2. Protection of Client Data
Dubrink pledges to uphold administrative, physical, and technical safeguards to ensure the security, confidentiality, and integrity of Client Data. These measures encompass various strategies to prevent unauthorized access, use, modification, or disclosure of Client Data. Additionally, Dubrink commits to accessing, using, modifying, or disclosing Client Data only under specific circumstances:
• To facilitate the provision of Dubrink Services and address service or technical issues.
• When compelled by law.
• With the express written permission of the Client or User.
6. Payments
This section governs payment procedures when the Client directly accesses Dubrink Services:
• Fees are applicable for non-free Trial access and are contingent upon the selected Plans.
• Dubrink reserves the right to modify Fees with at least one month’s notice following the current Plan Term.
• The client authorizes automatic Fee charges unless cancellation occurs before the Renewal Date.
• All Fees are non-refundable, and the Client bears responsibility for applicable taxes.
• Please remit Fees within 29 days to avoid Account suspension.
• Late payments may incur a 6% monthly interest charge or the maximum permitted by law.
• Dubrink retains the right to offset any payment obligations against outstanding fees.
• Payment card pre-authorization may precede purchases, and updated information must be supplied upon request.
• Direct debit payments may be facilitated in adherence to relevant regulations.
• Bank debit payments are processed through Stripe, and information regarding data protection rights is accessible on their website.
• Electronic invoices will be issued before each payment interval’s conclusion, with payment due by the specified date.
7. Client data and Sensitive information
7.1 Rights to Client Data
About Client Data, the Client asserts, assures, and affirms that (i) it holds either ownership of its Client Data or possesses the requisite licenses, rights, consents, and permissions to authorize Dubrink to utilize the Client Data in alignment with all pertinent intellectual property rights and the intended functionalities of the Dubrink Services; and (ii) the utilization of Client Data by Dubrink or any Dubrink licensee under these Terms will not infringe upon any third-party rights, contravene applicable laws or regulations, or necessitate Dubrink to obtain a license or reimburse any fees or royalties to any third party unless otherwise agreed upon between the Client and Dubrink.
7.2 Uploading Client Data to Dubrink Services
The Client exclusively bears responsibility for its Client Data and the outcomes of inserting their data via the Dubrink Service. Should the Client choose to upload Client Data to the Dubrink Services, such Client Data, and any processing must adhere to these Terms and relevant legal provisions. The rights, title, and interest in Client Data are vested in the Client or their respective owners. By uploading Client Data to Dubrink Services, the Client explicitly authorizes Dubrink to process the Client Data. Furthermore, the Client must ensure that neither they nor any associated users create, transmit, or display any Client Data that contravenes these Terms, the rights of Dubrink, or other clients or users.
7.3 No Liability of Client Data
Dubrink makes no warranties regarding the accuracy of any information contained within Client Data and calculations made by the Platform and advises the Client to exercise caution when transmitting or posting data via the Dubrink Services and to recalculate data and check the related CBAM documents for every step. The Client acknowledges their sole responsibility for all Client Data uploaded, posted, transmitted, or otherwise made available through the Dubrink Services and for any consequential actions that Dubrink or other Clients or Users take in response to such Client Data.
7.4 Sensitive Information and Unlawful Client Data
The Client is prohibited from utilizing the Dubrink Service to process (a) Sensitive Information or (b) Client Data that contravenes laws or violates these Terms. While Dubrink is not obligated to pre-screen or monitor Client Data, if Dubrink reasonably suspects that the Client is processing unlawful Client Data or Sensitive Information, Dubrink reserves the right to take appropriate actions. These actions may include notifying the Client of such unauthorized data, denying its use within the Dubrink Services, demanding compliance with these Terms and applicable laws, or removing the offending data from the Dubrink Services.
7.5 Dubrink Rights to Client Data
Dubrink may utilize Client Data in an aggregated or anonymized format for research, educational, or similar purposes. However, Dubrink may not publicly display or use Client Data without the Client’s written consent, except as expressly permitted herein. The Client’s use of the Dubrink Services does not grant Dubrink the right to utilize Client Data for commercial or marketing purposes without prior authorization. Nevertheless, the Client grants Dubrink the right to utilize and analyze aggregate system activity data associated with the Client’s use of Dubrink Services to enhance service quality and develop new features.
7.6 Compelled Disclosures
In instances where Dubrink is legally compelled to disclose a Client’s confidential information, Dubrink will reasonably provide prior notice to the Client (as permitted by law). The Client agrees to provide reasonable assistance at its own cost if it wishes to contest such disclosures. Should Dubrink be required to disclose Client’s confidential information in a civil proceeding, and if the Client does not contest such disclosure, the Client will reimburse Dubrink for the reasonable costs incurred in compiling and providing secure access to said confidential information.
7.7 Data Interchange and Use
The parties acknowledge that the Dubrink platform facilitates data exchange among various entities, including authorized representatives, suppliers, and importers. These entities contribute data to our platform, where calculations are performed. Given another may utilize that data provided by one party, it is understood that data entered by one party or used in any form by another cannot be deleted from the platform.
8. Privacy
Dubrink’s Privacy Notice is available at dubrink.com
9. Intellectual Property Rights
9.1 Dubrink’s Intellectual Property Rights
The Dubrink Services, Platform, Dubrink Materials, Dubrink trade names, trademarks, and any associated intellectual property are solely and exclusively owned and operated by Dubrink, its Affiliates, or its respective third-party vendors and hosting partners. Dubrink Materials are protected by copyright, trade dress, patent, trade secrets, trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as outlined in these Terms, Client’s use of the Dubrink Services and Dubrink Materials, and any parts or elements, does not grant Client any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing, or exploitation of Dubrink Materials is strictly prohibited unless Client has received the express prior written permission from Dubrink or the otherwise applicable rights holder. The client may not use Dubrink trade names and trademarks in any manner that disparages Dubrink or its products or services or portrays Dubrink in a false, competitively adverse, or poor light. Dubrink reserves all rights to the Dubrink Services, Platform, Dubrink Materials, and Dubrink trade names and trademarks not expressly granted in the Terms.
9.2 Content
Subject to these Terms and the payment of the applicable Fee, Dubrink grants Client and its Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for its personal, non-commercial use. Client shall not remove copyright and proprietary notices in any part of the Content. Client expressly acknowledges that it does not acquire ownership rights by downloading any copyrighted material from or through the Platform or the Dubrink Services. Client shall not copy, distribute, or publish any Content or any information obtained or derived from that place except as expressly permitted by Dubrink.
9.3 Feedback
Suppose a Client or a User provides Dubrink with any Feedback. In that case, Dubrink shall have the right to use such Feedback at its discretion, including, but not limited to, incorporating such suggested changes into the Dubrink Services. Client or User at this moment grants Dubrink a perpetual, irrevocable, nonexclusive, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit, and use Feedback for any purpose. Dubrink shall have the right to modify or remove any Feedback provided in the public areas of the Web Site which Dubrink deems, at its sole discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or otherwise unlawful.
10. Disclaimers, No Warranty
Unless otherwise expressly stated by Dubrink, the Dubrink services, Dubrink material, platform, and any content or features made available in conjunction with or through the Dubrink services are provided “as is” and “as available” without warranties of any kind, either express or implied. To the fullest extent permissible under applicable law, Dubrink and its affiliates disclaim all warranties, statutory, express, or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
Unless otherwise expressly stated by Dubrink, Dubrink and its affiliates do not warrant that the Dubrink services and any content or features made available in conjunction with or through the Dubrink services will be uninterrupted or error-free, that defects will be corrected, or that the Dubrink services and any content or features made available in conjunction with or through the Dubrink services or the platform that makes them available are free of viruses or other harmful components.
Unless otherwise expressly stated by Dubrink, Dubrink and its affiliates do not warrant or make any representations regarding the use or the results of the use of the platform, the Dubrink services, Dubrink materials, or any websites in terms of correctness, accuracy, reliability, or otherwise.
11. Indemnification
Client agrees to defend, indemnify and hold harmless Pipedrive and its affiliates, and their respective directors, officers, employees, and agents, from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of its use or misuse of the Pipedrive Services, Pipedrive materials, representations made to Pipedrive, its affiliates, and third parties, violation of these terms, violation of the rights of any other person or entity, or any breach of the preceding representations, warranties, and covenants. Pipedrive reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which the client is required to indemnify Pipedrive, and the client agrees to cooperate with such defense of these claims.
12. Limitation of Liability
12.1 Exemption from Liability
Dubrink shall bear no responsibility towards the Client or User for any repercussions arising from:
– alterations to these Terms, modifications to the Dubrink Services, Dubrink Material, or Account usage by the Client, including, but not limited to, any error, temporary or permanent interruption, discontinuation, suspension, or other forms of unavailability of the Dubrink Services or Dubrink Materials;
– deletion, corruption, or failure to retain any Client Data;
– the utilization of Client Data by the Client or any associated Users with the Account;
– the upgrading or downgrading of a current Plan by the Client;
– the disclosure, loss, or unauthorized use of Client or User login credentials due to Client’s failure to maintain confidentiality;
– the Client’s use of the Account or the Dubrink Services via web browsers not accepted or supported by Dubrink;
– the implementation of any remedies against the Client or Users by Dubrink; for instance, in cases where the Client or User has engaged in illegal activity or breached applicable laws by utilizing the Dubrink Services or any part thereof;
– disparities between technologies and platforms used for access, such as when certain Features, functions, parts, or elements of the Dubrink Services are designed for use on personal computers or laptops but are incompatible with mobile platforms or tablets;
– Dubrink implements the remedies described in these Terms, even if the grounds or legal basis for such remedies are subsequently deemed unfounded or invalid.
Additionally, Dubrink and its Affiliates shall not be held liable to the Client for any claims brought by users, individuals, organizations, or third parties against the Client due to the Client’s failure to:
– furnish Dubrink with accurate information concerning the Client, Users, or Account;
– inform Dubrink of any reasons why a User may not be authorized to use the Account on behalf of the Client;
– provide any Dubrink Services or Features agreed upon to any individual or organization, regardless of whether such failure stems from Dubrink’s negligence, breach of these Terms, or other causes;
– ensure the legality of the Client Data;
– obtain the requisite rights to utilize the Client Data; or
– adhere to any of the restrictions outlined in these Terms.
12.2 Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL THE TOTAL LIABILITY OF DUBRINK AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING FROM A SINGLE INCIDENT OR A SERIES OF INCIDENTS, EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT HEREUNDER FOR THE SPECIFIC DUBRINK SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT THAT CAUSED SUCH LIABILITY TO ARISE. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER AN ACTION IS BASED ON NEGLIGENCE, CONTRACT, TORT, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY AND SHALL NOT RESTRICT THE CLIENT’S PAYMENT OBLIGATIONS AS OUTLINED IN SECTION 5, “FEES/PAYMENT”.
12.3 Exclusion of Certain Damages
EXCEPT THE CLIENT’S INDEMNIFICATION OBLIGATIONS STATED IN SECTION 11 “INDEMNIFICATION”, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE UNDER THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES. THIS EXCLUSION OF LIABILITY SHALL APPLY WHETHER AN ACTION IS BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. IT SHALL REMAIN IN EFFECT EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THIS DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12.4 Data Calculation and Verification Responsibility
The parties acknowledge that data input into our platform undergoes calculation processes, resulting in outputs. We are not responsible for the accuracy or reliability of both the inputted data and the resulting outputs. The client agrees to independently verify all data generated by our platform to ensure its accuracy and suitability for their intended purposes, especially the XML files generated by our platform. Additionally, the client is obligated to promptly notify us if they suspect any inaccuracies or errors in the calculations performed by our platform.
12.5 Data Validation Disclaimer
The parties acknowledge that we undertake validation processes for the data entered into our platform. However, it is understood that validation results provided by our platform are solely indicative and may not always be accurate or complete. We explicitly disclaim any responsibility or liability for validation results’ accuracy, reliability, or completeness. The client accepts that validation results are provided for informational purposes only and should not be solely relied upon.
12.6 AI Service Providers
Third-party AI service providers may power certain aspects of AI Functionality. Clients consent to sharing Inputs and Outputs with these providers to facilitate AI Functionality. Clients agree to comply with the terms and policies of AI Service Providers and acknowledge that Dubrink is not liable for their actions or omissions.
Clients acknowledge that AI Functionality is not perfect and that Dubrink is not responsible for the results generated by AI. Clients are solely responsible for verifying and validating the accuracy of AI-generated results before use.
13. Termination / Suspension
13.1 Termination at Convenience
These Terms and Client’s access to the Dubrink Services may be terminated for convenience in the following circumstances:
– By the Client at any time through specified means: (i) utilizing the cancellation link on the Website, (ii) revoking the billing agreement, or (iii) as mutually agreed upon between the Client and the Reseller if the Client is remitting payment for the Dubrink Service via a Reseller.
– By Dubrink upon its determination to discontinue the provision of any portion of the Dubrink Services, any Feature, and cease operation of any portion of the Platform.
– By Dubrink at any juncture and for any reason, with the understanding that Dubrink will furnish a pro-rata refund of any unused Fees for the remaining Term; or
– Immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency, a negotiated settlement with the other party’s creditors is concluded, or an assignment is made on behalf of the other party for the benefit of creditors.
13.2 Termination for Default
Termination for default may occur upon written notice to the other party as indicated in Section 16.6 “Notice”:
– By either party in case of breach of these Terms by the other party if the breach remains uncured within 30 days of receipt of notice from the non-breaching party.
– Immediately by either party if the other party breaches its obligations, as applicable under Sections 4 “Restrictions”, 7 “Client Data/Sensitive Information”, 9 “Intellectual Property Rights”, or 11 “Indemnification”; or
– By Dubrink with immediate effect if: (i) Dubrink, at its sole discretion, suspects Client’s use of the Dubrink Services to engage in illegal activity, (ii) upon requests from law enforcement, judicial order, or other government agencies for termination, or (iii) if Client’s use of the Dubrink Services poses a threat to the property of others, the Website, or the Platform.
13.3 Consequences of Termination
Upon termination of these Terms and Client’s access to the Dubrink Services:
– Dubrink shall deactivate and permanently delete the Account and all Client Data within six months of termination. Earlier deletion may be accommodated upon specific request from the Client, to be fulfilled within one month of receipt of such request.
Client obligations include ceasing usage of Dubrink Services, settling any outstanding amounts owed to Dubrink under these Terms, and addressing any liability incurred prior to termination.
– No refund of prepaid Fees shall be extended to the Client, except as provided otherwise herein.
– The following provisions shall remain in force post-termination: Sections 1, 2, 4, 6, 7-9, 11, 12, 14, and 15.
13.4 Suspension
Dubrink retains the right to suspend access to the Dubrink Service or an Account, including removal of Content, under the following conditions:
– For violation or suspected violation of these Terms, legal obligations, or excessive bandwidth usage by Client or its Users, effective immediately, with or without notice. Typically provided via banner or email, notice may be waived if necessary to prevent imminent harm.
– Suspension shall be tailored to preserve the integrity, operability, and security of the Dubrink Service. Dubrink shall determine any credit or refund of prepaid Fees.
14. Arbitration and Governing Law and Jurisdiction
14.1 Dubrink Contracting Entity
The Dubrink entity corresponding to the Client is The Czech Republic.
Jurisdiction and Governing Law:
All legal disputes arising from these Terms or related to the Dubrink Services shall be governed by Czech law and adjudicated exclusively before the competent courts of Prague, Czech Republic.
This revision maintains the legal intent while distinctly presenting the information to avoid any appearance of copying.
15. AI Functionality
15.1 Scope of Application
These Supplemental Terms govern the use of AI Functionality within Dubrink Services and form a legally binding contract between the Client and Dubrink. In case of any conflict between these Supplemental Terms and the Dubrink Terms of Service, these Terms shall prevail.
15.2 License
Subject to compliance with these Supplemental Terms and the Dubrink Terms of Service, Dubrink grants the Client a limited, non-exclusive, non-transferable, revocable license to utilize the AI Functionality solely for internal business purposes. These Supplemental Terms do not extend to any Third-Party products or services not provided as part of the AI Functionality.
15.3 Input and Output
Clients may submit input for processing by the AI Functionality (“Input”) and receive generated output (“Output”). Inputs and Outputs are considered Client Data, and the Client warrants that their use of Input and Output complies with all applicable laws and agreements. Due to artificial intelligence, outputs may not always be accurate, and clients are advised to verify all outputs independently before using them independently.
15.4 Ownership and Intellectual Property
Dubrink might own the AI Functionality and related intellectual property rights exclusively. Clients retain ownership rights to Inputs and Outputs and may not use the AI Functionality to develop competing models or mislead others regarding the origin of AI-generated content. Dubrink does not claim ownership of Client-provided data.
16. General
16.1 Relationship of the Parties
Under these Terms, the parties are deemed independent contractors, maintaining separate legal standings. These Terms explicitly disclaim the creation of any agency, partnership, joint venture, fiduciary duty, or legal association between Client and Dubrink. This declaration remains valid notwithstanding any implication to the contrary, whether express, implied, or otherwise. These Terms confer no rights or benefits upon any third party.|
16.2 Severability
Should any provision within these Terms be deemed invalid, unenforceable, or illegal, either in whole or in part, for any reason, such provision shall be enforced to the fullest extent permitted by law to uphold the parties’ intent. The validity and enforceability of the remaining provisions, or portions thereof, shall remain unaffected.
16.3 Entire Agreement
These Terms constitute the sole and complete agreement governing Client’s use of Dubrink Services, Dubrink Materials, and the Platform, supplanting any prior or contemporaneous agreements, proposals, or representations, whether written or oral, about the subject matter herein. Any modification, amendment, or waiver of these Terms requires written consent and signature by the party against whom such modification, amendment, or waiver is asserted, except as provided herein.
16.4 Assignment
The client may not assign, transfer, or delegate any portion of these Terms or the rights and obligations therein, directly or indirectly, in whole or in part, without the prior written consent of Dubrink. Any attempt at such assignment, transfer, or delegation without prior written consent shall be deemed null and void. Notwithstanding the preceding, Client, or its permitted successors or transferees, may assign or transfer these Terms, or delegate rights or obligations hereunder, in certain circumstances without consent as specified herein. Dubrink retains the right to assign or transfer these Terms or delegate its rights and obligations without restriction.
16.5 No Waiver
Either party’s failure to enforce any provision or right under these Terms does not constitute a waiver of such provision or right, nor does it affect the ability of either party to enforce such provision or right at a later time.
16.6 Notices
All notices related to these Terms shall be in writing and deemed adequate upon (a) personal delivery, (b) the second business day following mailing, or (c) for notices other than those concerning termination or indemnifiable claims, the day of transmission via email. Billing-related notices shall be directed to the relevant billing contact designated by Client, while all other notices shall be addressed to the applicable Client system administrator designated by Client.