The COVID-19 Register project White Label Service (the “Service”).
By engaging, using or requesting the Service, you shall be deemed to have entered into this Agreement with us. From time to time, we may amend this Agreement by updating the web page where this Agreement appears. At our option, we may give you reasonable notice of these updates, provided that it is ultimately your responsibility to review the latest version of Agreement from time to time. Your continued use of the Services after such updates means that you agree with the revised Agreement. If you do not agree with any provision of this Agreement, or any amendment, please do not use the Service.
Should you have any questions or concerns about this Agreement or would like to simply better understand how we do things, please do not hesitate to contact us.
1. White-Label "the COVID-19 Register project" (“White Label Service”)
1.1 We provide a white-label service that allows Organizations to make use of a seperately hosted version of the COVID-19 Register project using a domain name or sub-domain of the Organisations choosing. The White-Label Service is powered by our proprietary software (the “Software”), which is derived from the software underlying our service at C19REGISTER.COM, and hosted on our infrastructure.
1.2 The Software allows users to setup, modify and publish COVID-19 self screening forms, collect and store form data and attendace records. You agree that we retain the right to monitor your users use of the service. You accept the possibility that client accounts may be terminated for misuse as indicated on our general "Terms & Conditions of Use". We are nevertheless not responsible for any such misuse of the service.
2. Licencing Fee (& VAT)
2.1 We provide the White-label Service, including technical support for a flat monthly fee of €180 plus a €1 fee per customer account per month.
2.2 VAT is chargeable at 21% for organisations located in the EU.
2.3 If your Organisation is not located in the Republic of Ireland but is registered for VAT in another the EU country, we do not have to charge VAT if you supply us with your VAT number.
2.4 VAT is not chargeable for Organisations located outside the EU.
3. Set-up charges (if applicable)
3.1 Custom Domain
There is no charge for using a domain name that you supply for use with the service. On request, we can register a suitable domain name on your behalf or create a custom subdomain for you to use with the service. There is a small €35 charge for this.
3.2 Service Hosting (required)
We will install your instance of the service software on a basic web-hosting account provisioned by us at a cost of €180 for 12 months. If your expected take-up is high or the load on the service increases beyond the capacity of the basic hosting service, you can request an upgrade to meet a higher demand.
3.3 SSL Certificate (required for data transmission security)
We will install an SSL certificate for your Service domain at cost. (€120)
3.4 Basic Rebranding & Localization
There is no charge for basic rebranding, i.e. replacing the C19Register logo with your logo, and you can change all text and image content on all pages to suit your own needs and language preference.
3.5 Extended Rebranding / Function additions
Requests for additional rebranding (modifications to the CSS: colour changes, text sizes, fonts, colouring, layout/design changes) or features that require significant additional work can be undertaken if costs are reimbursable. We will provide an estimate of cost in advance for any such requests.
4. Intellectual Property
4.1 We grant you a non-exclusive, limited, restricted license to use the Software solely in connection with the Service. You may not use the Software for any other purpose.
You may not:
(i) modify, disassemble, decompile or reverse engineer the Software;
(ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer or allow access to the Software to any third party or use the Software for the benefit of or to provide similar services for any third party;
(iii) make any copies of the Software; or
(iv) delete the copyright and other proprietary rights or notices on the Software.
4.3 We shall have the right to display and use the profile of your Organization, unless you expressly prohibit this.
4.4 If you terminate the Agreement, we may at our sole discretion continue to operate the service for its users.
4.5 The Service allows you to post files, text, music, audio, videos and other information, and users to post text (“Content”). We reserve the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from the Service.
4.6 You understand that you use the Service at your own risk. You are solely responsible for (and that we have no responsibility to you or to any third party for) any Content that you or your users post while using the Services and for the consequences of your or their actions (including any loss or damage which they or you may suffer) by doing so.
4.7 You represent and warrant that you have the full legal right and title, or otherwise have all rights necessary, to all Content that you post. You hereby grant to us a worldwide, perpetual, full license, to use all Content provided by you for the purposes of hosting such Content as part of the Services.
4.8 You may not distribute, transmit, copy, download or otherwise make available any third party Content, or any of Company’s Software, data or intellectual property, without the prior written permission of the Company.
6. Term and Termination
6.1 The term of this Agreement shall be for one year from the time of the Organization first use of the Services. The Agreement shall be implicitly renewed for an additional one-year period if the Service continues to be used after the expiration of a term.
6.2 Any party may terminate this Agreement at any time upon 30 days’ written notice to the other party, unless otherwise agreed between the Company and the Organization. You may also choose to suspend your use of the Service by making it "hidden" from the public, without terminating the Agreement altogether. For accounts that are suspended for a continuous period of 6 months, however, Company may choose, at its sole discretion, to terminate the Agreement.
6.3 As to any Organization, the Company may suspend or terminate this Agreement without prior notice at any time, if such Organization does any of the following:
b. infringe upon the intellectual property rights of Company or any third party.
c. delay in payment of any amount due to Company for a period of 14 days or more.
d. use the Service in an illegal, offensive, fraudulent, or harmful manner.
e. disrupt, interfere with, hack or access the Services through improper means.
6.4 Upon termination for any reason, we will remove your service from operation or otherwise hide them, but we are not obliged to delete your information or posted content at any particular time. You will lose access to your Service upon termination and your data may be unrecoverable once your Service is terminated.
6.5 In case of termination due to fault or breach of this Agreement by an Organization, we shall not provide refunds to such party for any unused Services.
7. Service Registration
7.1 An Organization will be required to apply to use the Service. You shall provide accurate, correct and up to date information. We may reject any application for any reason at Company's sole discretion without explanation.
7.2 If you are an individual, you represent that you are of legal age to form a binding contract. You must be at least 18 years old to be eligible to apply. You also represent and warrant that you are authorized to act on behalf any represented Organization or legal entity. This includes, without limitation, having the authority to authorize the method of payment and charges incurred to participate in the Service.
7.3 You are responsible to maintain the confidentiality of your service admin login ID and any passwords associated with any account you use to access the Service. You will be solely responsible for all activities that occur under your Service. THE UNAUTHORIZED USE OF YOUR SERVICE COULD CAUSE YOU TO INCUR LIABILITY TO US AND/OR THIRD PARTIES. NEITHER US NOR ANY OF OUR OWNERS, EMPLOYEES, AGENTS OR AFFILIATES WILL HAVE ANY LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS MADE USING YOUR PASSWORD THAT OCCURS BEFORE YOU HAVE NOTIFIED US OF THE UNAUTHORIZED USE OF YOUR PASSWORD AND WE HAVE HAD A REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE.
7.4 We may, without notice, suspend or cancel your account at any time and for any reason including without limitation, if we believe, in our sole discretion, that your password is being used without your authorization or otherwise in a fraudulent, improper, illegal, offensive or harmful manner.
8.1 To the extent allowed by law, WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES UNDER THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR LOST DATA, OR FOR ANY DAMAGE RELATED TO THE USE OF, OR INABILITY TO USE, THE WEB SITE OR THE SERVICES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Company's total aggregate liability under this agreement for any and all claims shall be for €1. No action, regardless of form, arising out of this agreement, may be brought by you more than one (1) year after the cause of action has accrued.
8.2 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING, COMPANY, ITS PARTNERS AND LICENSORS, DISCLAIM ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
We do not warrant:
i) that any Content is accurate, reliable or correct; or
ii) that the Services will meet your requirements; or
iii) that the Services will be available at any particular time or location, uninterrupted or secure; or
iv) that any defects or errors will be corrected; or
v) that the Services are free of viruses or other harmful components.
Any Content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download.
You agree to defend, indemnify and hold harmless Company and its subsidiaries, agents, managers, partners, employees, contractors, agents, investors, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from your use of and access to the Service.
10.1 You agree to allow Company to list your Organization profile in Company's advertising material and promotional messages through its partners and 3rd parties, including, but not limited to, listing your name, photo and/or the name of your business on Company's web site and/or any other information you made publicly available on Your Service.
10.2 If You are given or otherwise have access to Client or user names, IP address, email address and/or other contact information, you agree to keep such information confidential and to not use the name, email address or other contact information for any purpose other than that contemplated by this Agreement. You agree to abide by all laws including, but not limited to, all privacy laws.
11. Relationship of the Parties
The relationship of the parties is that of an independent contractor. This Agreement does not create a joint venture or partnership between you, users and Company, and each will act independently of the other. Neither you nor Company is empowered to bind or commit the other to any other contract or other obligation. You and Company agree that there are no third party beneficiaries to this Agreement.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the written permission of Company. Company is free to assign this Agreement to any third party.
13. Governing Law; Consent to Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ireland without regard to its conflicts of laws principles. The parties shall first endeavor to resolve any dispute by good faith discussions. If such discussions fail to resolve the dispute within 14 days, either party may refer the dispute to a Court of Arbitration in the Republic of Ireland in accordance with its own Rules of Proceedings. For purposes of any legal action related to this Agreement, the parties hereby irrevocably submit to the exclusive jurisdiction of the courts located in Dublin, Ireland and irrevocably waive any objection they may now or hereafter have as to the venue for any proceeding relating to this Agreement or that such court is an inconvenient forum. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
14. Miscellaneous Terms
14.1 Severability. If and to the extent that any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and, if possible, shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in that or any other jurisdiction.
14.2 Section Headings. The section headings and numbering of this Agreement are for convenience of reference only, and shall not define or limit any of the terms or provisions hereof.
14.3 No Waiver. No failure or delay by Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof by Company shall preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
14.4 Entire Agreement. This Agreement contains the entire agreement and understanding between the parties and merges and supersedes all representations and discussions between the parties.