This agreement was written in English. If you have any questions regarding the terms and conditions please write to firstname.lastname@example.org.
Date of Last Revision: October 18, 2019.
The websites under pathsha.re and the services on these page are being offered to you by:
Company UID: CHE-459.924.570
Board of directors: Jaro Habr, Thomas Maurer, Stefan Schurgast
Place of juristication: Zurich, Switzerland
This Software as a Service Subscription Agreement ("Agreement") is entered into on the date you ("Customer") and the Subscription Service Provider (“freshbits”) both sign an order form ("Order Form") referencing this Agreement, and such date shall be the "Effective Date".
BY ACCEPTING THIS AGREEMENT, BY (1) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (2) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
(A) freshbits has developed a mobile location sharing and communication system (“Pathshare”) that can be accessed through a mobile app as well as from the web, which it makes available to subscribers via the internet on a subscription basis.
(B) The Customer wishes to use the freshbits's Service in its internal business operations.
(C) freshbits has agreed to provide and the Customer has agreed to subscribe to and pay for freshbits's service subject to the terms and conditions of this Agreement.
Capitalized terms not otherwise defined in the Agreement shall have the meaning set out below:
Active Devices: a Customer’s device, Customer’s sub-contractor’s device, Customer’s business partner device or Customer’s end-customer’s device that is subscribed to the Service or used in the Service within a certain time period (month or day).
Authorized Devices: Customer’s Active Devices connected with and using the Service.
Associated Companies: an entity that directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For purposes of the foregoing, "control" means the ownership of (i) greater than fifty percent (50%) of the voting power to elect directors of the entity, or (ii) greater than fifty percent (50%) of the ownership interest in the entity.
Authorized Users: those employees, agents and independent contractors of Customer who are authorized by Customer to use the Services, as further described in clause 2.3;
Authorized User Data: the personal data and information Authorized Users provide to freshbits and/or input by Customer into the Service for the purpose of creating an account for an Authorized User, but excluding the Customer Data and freshbits Data;
Dashboard Member: Authorized User with access to the Pathshare Dashboard.
freshbits Data: means (i) such information or data provided by freshbits to Customer as part of the Services; (ii) any meta data extracted by freshbits from Customer's use of the Services to be used to provide the Services; and (iii) any feedback or suggestions from Customer or Authorized Users to freshbits relating to the Services;
Business Day: standard working days of the Canton of Zurich, Switzerland (see link) or as described in the Additional Service Level Agreement (SLA) between freshbits and the Customer.
Business Hours: 08:00 to 17:00 CEST or as described in the Additional Service Level Agreement (SLA) between freshbits and the Customer.
Customer Data: the data and information provided by Customer to freshbits and/or inputted by Customer, Authorized Users, or freshbits on Customer's behalf for the purpose of using the Services or facilitating Customer's use of the Services or data collected and processed by or for Customer through Customer's use of the Services, but excluding freshbits Data and Authorized User Data;
Claim Year: means each successive period of twelve (12) months commencing on the Effective Date of this Agreement;
Confidential Information: information of a party that is proprietary or confidential and is either clearly labelled as such; identified as Confidential Information in clause 10; and/or a reasonable person would understand to be confidential or proprietary at the time of disclosure;
Disaster Recovery Policy: the freshbits disaster recovery policy currently in place as may be amended by freshbits from time to time;
Fees: means Subscription Fees and any additional fees or expenses as set out in the Order Form;
Initial Subscription Term: the initial term of the subscription as set out in the Order Form;
Inappropriate Content: content which (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or (f) causes damage or injury to any person or property;
Intellectual Property Rights: including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;
Order Form: the Order Form submitted by Customer to freshbits with details of the Services and forming part of this Agreement;
Renewal Period: has the meaning set out in clause 14.1 below;
Services: means (i) use of the Software in accordance with this Agreement, (ii) use of freshbits Data; (iii) the provision of the Support Services and (iv) access to the freshbits hosting platform (incl. Google Cloud Services);
Software: the internal location sharing and communications software applications provided by freshbits as part of the Services and as set out in the Order Form;
Subscription Fees: the subscription fees payable by Customer to freshbits for the User Subscriptions, as set out in the Order Form;
Subscription Term: means the Initial Subscription Term and any subsequent Renewal Periods;
Support Services: means the freshbits standard support services provided by freshbits in accordance with the Service Level Agreement in respect of the Software, including any applicable Software maintenance upgrades;
SLA Support Services Policy: freshbits's policy for providing the Support Services to Customer and where applicable, any enhanced support services which may be purchased by Customer, as made available to Customer from time to time;
Taxes: including without limitations, withholding, sales, use, excise, value added tax and similar taxes but shall not include taxes based on freshbits's gross income;
User Subscriptions: the user subscriptions purchased by Customer in accordance with the Agreement for the number of Authorized Users as set out in the Order Form which entitle such Authorized Users to access and use the Services in accordance with this Agreement; and
Virus: any thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.
(a) is or becomes publicly known other than through any act or omission of the receiving party;
(b) was in the other party's lawful possession before the disclosure;
(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or
(e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
(a) the Third Party Applications or Customer's use thereof;
(b) a modification of the Services by anyone other than freshbits or its subcontractors;
(c) Customer's use of Services otherwise than in accordance with the Agreement and/or Order Form;
(d) Customer's use of the Services in connection with Third Party Applications or any other third party services or products where such services or products cause the Claim; or
(e) Customer's use of the Services after notice of the alleged or actual Claim from freshbits or the appropriate authority.
This agreement was written in English. If you have any questions regarding the “Terms & Conditions of Use” please write to email@example.com
Last revised: October 18, 2019