1. Terms of Payment
The Account Holder is solely responsible for payment due by the due date and will pay all applicable taxes and ProFinder's payments under this Agreement. The Account Holder must pay ProFinder the fees agreed in the contract.
2. Terms of Termination
The term of this Agreement shall be as set forth in an Order Form between the parties. Unless provided in the Order Form, this Agreement shall automatically renew on the first day following the end of the current subscription term (the "Renewal Date"). Account Holder may cancel such Automatic Renewal by terminating this Agreement as set forth herein, or by providing written notice, at least 30 days prior to the Renewal Date, that Account Holder does not wish to renew the subscription.
ProFinder may terminate this Agreement in the event that Account Holder breaches this Agreement and fails to cure such breach within 30 days after receiving written notice therefor. In the event of any such termination the Account Holder will remain liable for any amount due under this Agreement (adjusted on a pro rata basis, if applicable) and ProFinder will destroy all Data of Account Holder from its database.
Account Holder may terminate this Agreement and its subscription to the Service by providing ProFinder with written notice of termination. Account Holder will be entitled to a refund of prepaid subscription fees for the then-current Terms only if, notice of termination is given within 30 days after the start of the then-current Term (no refund for prepaid fees shall be given if notice of termination is given more than 30 days after the start of the then-current Term) and ProFinder will destroy all Data of Account Holder from its database.
3. Intellectual Property Ownership and Licenses
ProFinder Ownership Rights
ProFinder shall own and retain all right, title, and interest in and to the Service. ProFinder hereby grants to Account Holder a worldwide, royalty-free, non-exclusive, revocable, limited license to use the Service during the Term as expressly provided hereunder. Account Holder agrees not to copy, alter, modify, or create derivative works of the ProFinder Website, or otherwise use the Service in any way that violates the use restrictions contained in this Agreement. ProFinder does not grant to Account Holder any license, express or implied, to the intellectual property of ProFinder.
Login and Hosting Restrictions
Account Holder acknowledges and agrees that Account Holders login information for the Service (e.g., username and password), including without limitation login information provided to individuals who Account Holder invites to be administrators or agents on Account Holders account, may be used by only one person, and use of a single login for the Service by multiple people is strictly prohibited. For the avoidance of doubt, Account Holder agrees that it shall not host the Service, on its own or any third party servers. Notwithstanding anything to the contrary contained herein, the parties agree that if Account Holder violates the provisions of this Subsection, ProFinder shall have the right to terminate this Agreement immediately and without notice.
ProFinder respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who ProFinder, in its determination, believes have repeatedly infringed others' rights. If Account Holder or any of its End Users believes that its work has been copied in a way that constitutes copyright infringement, or its intellectual property rights have been otherwise violated, please provide the following information to ProFinder copyright agent via email or by mail to ProFinder:
•An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
•A description of the copyrighted work or other intellectual property that Account Holder claims has been infringed;
•Description of where the material that Account Holder claims is infringing is located on the site, including a url link;
•Account Holder s address, telephone number, and email address;
•A statement by Account Holder that is has a good faith belief that the disputed use is not authorized or consented to by the copyright owner, its agent, or the law; and
•A statement by Account Holder, made under penalty of perjury, that the above information in Account Holder s notice is completely accurate and that Account Holder is the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.
4. Representations and Warranties
Each party hereby represents and warrants to the other party that:
•it has the full rights and authority to enter into this Agreement;
•this Agreement is a valid and binding obligation of such party;
•it has obtained and shall maintain throughout the all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations; and
•it shall comply with all applicable laws, rules and regulations, including applicable privacy and data protection laws.
Account Holder further represents and warrants that its business listing hosted on the Service does not infringe the copyright, trademark, or any other intellectual property rights of any third party, and that such data is otherwise in compliance with this Agreement. ProFinder reserves the right, in its sole discretion, to delete Account Holder's listing from ProFinder Website if ProFinder has reason to believe Account Holder s listing is in violation of this section. ProFinder further represents and warrants that the Service does not infringe the copyright, trademark or any other intellectual property rights of any third party.
Each party agrees to indemnify and hold the other party and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorney’s fees, arising out of the breach of the representations, warranties and covenants made by such party herein, or out of such party s negligence or willful misconduct. Except in the case of ProFinder negligence or willful misconduct, Account Holder further agrees to indemnify and hold ProFinder and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including attorney’s fees, arising out of the Account Holder Data. The indemnifying party shall be entitled to assume the defense and control of any matter for which it is required to indemnify the other party hereunder, and the other party agrees to cooperate with the indemnifying partys defense of such claims; provided, however, that the indemnified party may also participate in such defense with counsel of its choosing, at its sole expense.
6. Disclaimers; No Warranties
Unless expressly set forth in this Agreement, ProFinder makes no warranty, express or implied, with respect to any matter, including without limitation the service, and expressly disclaims the implied warranties or conditions of noninfringement, merchantability and fitness for any particular purpose. ProFinder does not warrant the results of use of the service, and Account Holder assumes all risk and responsibility with respect thereto. Account Holder should note that in using the Service, sensitive information will travel through third party infrastructures that are not under ProFinder´s control (such as third party servers). ProFinder makes no warranty with respect to the security of such third party infrastructures.
7. Limitation of Liability and Damages
Under no circumstances, including, but not limited to, negligence, system failure or network outage, will either party or its affiliates be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages including, but not limited to loss of data, loss of business, profits or other loss, that result from this Agreement, even if such party or its authorized representative has been advised of the possibility of such damages. Except for the indemnity obligations set forth herein, in no event will either parties or its affiliates total liability to the other party for all damages, losses and causes of action arising out of or relating to this Agreement (whether in contract or tort, including negligence, warranty, or otherwise) exceed the aggregate fees due by Account Holder to ProFinder hereunder during the prior 12 months.
"Confidential Information" means
•all Account Holder Data; and
•any information generally understood to be confidential in nature or designated as such by either party, but shall not include information that is independently developed by the receiving party without access to the other party's Confidential Information; becomes publicly known through no breach of this Agreement by the receiving party; has been rightfully received from a third party authorized to make such disclosure; has been approved for release in writing by the disclosing party; or is required to be disclosed by a legal or governmental authority.
During the term of this Agreement, and for 12 months following termination, neither party will, subject to the license expressly granted herein, use, sell or disclose any Confidential Information of the other party except as specifically contemplated herein. Notwithstanding the foregoing, either party may disclose the other parties Confidential Information solely as necessary to comply with applicable laws, rules or regulations.
ProFinder reserves the right, at its sole discretion, to modify these Terms of Service, at any time and without prior notice. If ProFinder modifies these Terms of Service, the modification will be posted on our website or provide notice of the modification; provided, however, that unless otherwise mutually agreed by ProFinder and Account Holder in writing, no such modification, discontinuation or termination shall be effective until Account Holders next Renewal Date. Neither party shall assign any of its rights, obligations or licenses hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement and its rights and obligations hereunder, to a successor of such party by way of merger, consolidation or acquisition of all or substantially all of the assets or business of such assigning party so long as such successor shall agree to be bound by all of the terms and provisions hereof. ProFinder and Account Holder are independent contractors, and neither ProFinder nor Account Holder is an agent, representative, employer, employee, or partner of the other. ProFinder and Account Holder shall each have sole responsibility for all acts and omissions of their respective personnel. This Agreement sets forth the entire agreement between ProFinder and Account Holder. This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without giving effect to principles of conflicts of law. Any notices to be provided to ProFinder under this Agreement shall be sent to ProFinder by electronic mail at or nationally recognized express delivery service, and such notice shall be deemed given upon receipt. Any notices to be provided to Account Holder under this Agreement shall be sent by electronic mail to the last email address that ProFinder has on file for Account Holder or by nationally recognized express delivery service to the last mailing address ProFinder has on file for Account Holder, at the sole discretion of ProFinder. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be unenforceable in any respect, then such provision will be severed and the remaining provisions of this Agreement will remain in full force and effect.