Terms of Service
HAMMERKIT LICENSE AGREEMENT
BY CLICKING THE "ACCEPT" CHECKBOX DISPLAYED AS PART OF THE REGISTRATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF HAMMERKIT OY'S ONLINE AND OFFLINE SERVICES. AS USED IN THIS AGREEMENT, THE TERMS "YOU" OR "YOUR" ALL REFER TO THE PERSON USING THE SERVICE IN ANY WAY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ANY PERSON TO WHICH THE ENTITY PERMITS ACCESS AND USE OF HAMMERKIT OY'S SERVICES IN ANY WAY, TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
Subject to the terms and conditions of this License Agreement, HammerKit Oy ("HammerKit") will provide a web-based service that allows you to create an account (a "User Account") to create, manage and administer web sites("Your Web Sites") through remote access to HammerKit's proprietary software (the "Service"). As part of the Service, HammerKit will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the HammerKit website incorporated by reference herein, including but not limited to HammerKit’s privacy and security policies.
LICENSE GRANTS
Subject to the terms, conditions and restrictions in this Agreement, HammerKit hereby grants to you a non-exclusive, non-transferable and non-sublicensable right to use the Service to build, test, develop and deploy Web Sites for you or your clients and only as set forth in this Agreement. You may not access the Service if you are a direct competitor of HammerKit, except with HammerKit's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
YOUR RESPONSIBILITIES AND RIGHTS
You are responsible for all activity occurring under your User Account and will abide by all applicable laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You will: (i) notify HammerKit immediately of any unauthorized use of any password or membership ID or any other known or suspected breach of security; (ii) report to HammerKit immediately and use reasonable efforts to stop immediately any copying or distribution of the Service that is known or suspected by you; and (iii) not impersonate another HammerKit user or provide false identity information to gain access to or use the Service.
Your Web Sites and the data that you store in Your Web Sites when using the Service per the terms of this Agreement will be considered your personal property. Except as may be required by applicable law, no party, including HammerKit, will be permitted to access such personal property. You, not HammerKit, will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or the right to use any of the data, information or material that you incorporate into Your Web Services.
RESTRICTIONS ON USE
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or © copy any ideas, features, functions or graphics of the Service; or (v) remove banner advertisements, watermarks or any other identifying mark that indicates the status of a site developed using the Service.
You may use the Service only for your business purposes and will not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
ACCESS TO YOUR WEB SITES AND DATA
During the Term of this Agreement, in the event that HammerKit discovers that Your Web Sites and/or User Account are causing any problems with the Service or the server that the Site is hosted on, HammerKit may, with your permission which will not be unreasonably withheld, access or copy Your Web Sites and/or User Account to an account controlled by HammerKit so that HammerKit may investigate Your Web Sites and/or User Account and the problems that it may be causing. In the event, upon HammerKit's investigation, HammerKit discovers any significant problem(s) with Your Web Sites and/or User Account, HammerKit may take offline Your Web Sites and/or User Account without your prior notice or permission until the problem is cured to the satisfaction of HammerKit.
INTELLECTUAL PROPERTY OWNERSHIP
This Agreement confers only the right to use the Service while this Agreement and the specified license(s) are in effect and it does not convey any rights of ownership in or to the Service. All right, title and interest, including without limitation any copyright, patent, trade secret or other intellectual property right in the Service will remain the sole property of HammerKit. Any services provided to you under this Agreement, including methods, processes, notes, designs, code, documentation, memoranda, and other data or materials that are prepared in the performance of such services hereunder, and all right, title and interest in the foregoing, will belong to HammerKit.
CHARGES AND PAYMENT OF FEES
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.
Charges are split into four categories:
1. site activation fees payable once on the activation of a site;
2. site service fees payable monthly in advance;
3. additional services, such as storage, bandwidth. These are calculated monthly and charged with the monthly site service fees; and
4. additional purchases such as domain purchases, SSL certificates or other ad hoc goods and services. These are charged immediately on confirmation of the order.
The initial charges will be equal to the site subscription fee for the selected service level currently in effect plus the appropriate site activation fee. Web Sites become active when site activation is requested enabling the HammerKit web site address to be replaced with a custom web address selected by you or an appointed representative of your organization. The initial charges will be deducted immediately. A recurring payment equal to the site subscription fee for the selected service level will be deducted monthly on or around the 1st of each calendar month from a valid credit card.
All payment obligations are non cancelable and all amounts paid are nonrefundable. You are responsible for paying for all site subscriptions ordered for the entire License Term, whether or not such Web Sites are actively used. You must provide HammerKit with valid credit card as a condition to signing up for the Service.
As a further condition to signing up for the Service you authorize HammerKit to deduct all sums due on a monthly recurring basis from a valid credit card you have specified. This authorization remains in force for 12 calendar months from the date of the order and must be renewed annually to ensure your Web Site remains activated. Failure to renew this authorization will result in the Web Site being deactivated. HammerKit will contact the account holder by e-mail with timely reminders about the requirement to renew the recurring payment authorization.
Added Web Sites will be subject to the following: (i) added sites will be activated for an initial period of 12 months; (ii) the site subscription fee for the added sites will be the then current, generally applicable site subscription fee for the selected service level. HammerKit reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential and you agree not to disclose them to any third party.
The service is considered as “Electronic Service” under European Union (EU) and Finnish Valued Added Tax (VAT) laws. All prices are presented excluding VAT. VAT at the prevailing rate in Finland is added to your charges when required by Finnish and EU VAT law and/or regulations. When you as a private user have residence outside European Union or the company/organisation purchasing the service has domicile outside European Union, the buyer is responsible for all VAT and other possible local indirect taxes and duties, unless separately specified in the service agreement.
EXCESS DATA STORAGE AND BANDWIDTH FEES
The maximum disk storage space and bandwidth provided to you as part of your subscription level is set forth on the specifications of the Service on our website. If the amount of disk storage or bandwidth required exceeds these limits, you will be charged the then-current storage or bandwidth fees. HammerKit will use reasonable efforts to notify you when the storage used per license reaches approximately 90% of the maximum; however, any failure by HammerKit to so notify you shall not affect your responsibility for such additional storage or bandwidth charges. HammerKit reserves the right to establish or modify its general practices and limits relating to storage of Web Sites and your Data.
NON-PAYMENT AND SUSPENSION
In addition to any other rights granted to HammerKit herein, HammerKit reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 11.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for site licenses during any period of suspension. If you or HammerKit initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.
You agree that HammerKit may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. HammerKit reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that HammerKit has no obligation to retain Web Sites and your Data and that such Web Sites and your Data may be irretrievably deleted if your account is 30 days or more delinquent.
TERMINATION UPON WEB SITE DEACTIVATION
This Agreement commences on the Effective Date. The Initial Term will be 12 months from the Effective Date. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at HammerKit's then current fees.
Either party may terminate this Agreement or reduce the number of Web Sites by deactivating them using the deactivation process in the User Account.
In the event this Agreement is terminated (other than by reason of your breach), HammerKit will make available to you your Web Sites and your Data in the Service Manager. You agree and acknowledge that HammerKit has no obligation to retain the Web Sites and your Data, and may delete such Web Sites and your Data more than 30 days after termination.
TERMINATION FOR CAUSE
Any breach of your payment obligations or unauthorized use of the HammerKit Technology or Service will be deemed a material breach of this Agreement. HammerKit, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that HammerKit has no obligation to retain the Web Sites and your Data, and may delete such Web Sites and your Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
REPRESENTATIONS AND DISCLAIMER OF WARRANTY
Each party represents to the other that it has: (i) the legal power and authority to enter into this Agreement; and (ii) not previously entered into any agreement or understanding which conflicts with any rights or obligations set forth in this Agreement.
You represent and warrant that all information provided by you in connection with your registration is accurate and reliable, that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your use of the HammerKit Technology and Your Web Sites do not directly or indirectly infringe the legal rights of a third party.
HammerKit represents that it: (i) owns the Service; and (ii) there is no claim pending or, to HammerKit's knowledge, threatened against HammerKit regarding ownership of the Service or infringement by the Service of any copyright, patent, trade secret or other intellectual property rights of any third party. Your sole remedy for breach of the representation in clause (ii) of this Subsection will be as specified in Indemnification section of this Agreement.
HAMMERKIT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. HAMMERKIT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS OR RESULT IN REVENUES OR PROFITS; (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (V) ERRORS OR DEFECTS WILL BE CORRECTED; OR (VI) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY HAMMERKIT OR ITS LICENSORS
INDEMNIFICATION
You will indemnify and hold HammerKit, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that Your Web Sites infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you, provided in any such case that HammerKit: (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release HammerKit of all liability and such settlement does not affect HammerKit's business or the Service); © provides to you all available information and assistance; and (d) has not compromised or settled such claim.
HammerKit will, at its expense, defend or settle any third party claim brought against you alleging that the Service or any part thereof, when used by you within the scope of this Agreement, infringes a European Union patent, copyright, trade secret or other intellectual property right of any third party ("IP Claim"). This obligation is subject to you notifying HammerKit promptly in writing of the IP Claim (but in no event later than ten (10) days following your receipt of notice of such IP Claim), giving HammerKit exclusive control of the defense and settlement thereof, and providing reasonable assistance and authority necessary to perform HammerKit's obligations hereunder, at HammerKit's expense.
HammerKit will have no duty to defend any IP Claim to the extent such IP Claim is based on: (i) use of a superseded release of the Service or portion thereof, if such infringement would have been avoided by the use of a current release of the Service and HammerKit timely notified you of the availability of the non-infringing release at no additional cost; (ii) the combination, operation, or use of the Service furnished under this Agreement with programs or data not furnished by HammerKit or with hardware or operating system Software other than the hardware platform and operating system with which the Service is designed to function, if such infringement would have been avoided by the use of the Service without such programs, data, hardware or operating system; (iii) compliance with designs, plans or specifications furnished by or on your behalf; (iv) modification or attempted modification of the Service by anyone except HammerKit or use or distribution of such modifications; or (v) your use of the Service in a manner that results in defamation, violates the privacy rights of individuals, transmits material in violation of any applicable law, rule or regulation, or uses any proprietary third party content without legally binding consent of such third party.
To the extent an IP Claim is excluded from HammerKit's defense obligation by reason of any of the sections above ("Excluded Claims"), you will, at your sole expense, defend or settle the Excluded Claim. This obligation is subject to HammerKit notifying you promptly in writing of the Excluded Claim (but in no event later than ten (10) days following HammerKit receipt of notice of such Excluded Claim), giving you exclusive control of the defense thereof, and providing reasonable assistance and authority necessary to perform your obligations hereunder, at your expense. HammerKit will have the right to approve any settlement which is reasonably likely to materially and adversely affect other licensees of HammerKit. The provisions of this Subsection 4.4 set forth your entire liability and the sole remedies of HammerKit with respect to Excluded Claims. HammerKit may elect to assume control of the defense and settlement of any Excluded Claim with counsel of its choosing; provided however, that if you will not have breached its defense and settlement obligations hereunder, you will have no obligation to pay the costs and expenses of such HammerKit-controlled defense or any settlement, judgment, award or damages in connection with such Excluded Claim.
In the event that use of the Service becomes, or in HammerKit's reasonable opinion is likely to become, the subject of an IP Claim other than an Excluded Claim, HammerKit will, at its option and expense: (a) obtain the continuing right to use the Service for you; (b) modify the Service so that it no longer infringes so long as the modified Service retains substantially similar functionality; or © replace it with a product that does not infringe and has substantially similar functionality. If none of these remedies are available on commercially reasonable terms, then HammerKit may terminate the license and refund the unamortized portion of the license fees paid (if any) for the infringing Service prorated over a sixty (60)-month period.
THE PROVISIONS OF THIS SECTION SET FORTH THE ENTIRE LIABILITY AND THE SOLE REMEDIES OF THE PARTIES WITH RESPECT TO THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.
LIMITATIONS OF LIABILITY
IN NO EVENT SHALL HAMMERKIT’S LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. YOU EXPRESSLY UNDERSTAND AND AGREE THAT HAMMERKIT AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HAMMERKIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. YOU ALSO AGREE THAT HAMMERKIT WILL NOT BE LIABLE FOR ANY (A) INTERRUPTION OF BUSINESS, (B) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOUR ACCESS THROUGH THE SERVICE; © DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (D) UNAUTHORIZED ACCESS TO DATA ENTERED IN, OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN, THE SERVICE OR IN ANY RESTRICTED FIELD THEREIN; OR (E) EVENTS BEYOND HAMMERKIT'S REASONABLE CONTROL.
YOU SPECIFICALLY ACKNOWLEDGE THAT HAMMERKIT SHALL NOT BE LIABLE FOR USER’S OWN CONTENTS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY USING YOUR WEB SERVICES AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
HAMMERKIT'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HAMMERKIT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
MODIFICATIONS TO THE SERVICE
HammerKit reserves the right at any time and from time to time to modify the Service (or any part thereof) with or without notice. Should HammerKit choose to permanently discontinue the Service, HammerKit: (i) will send notification to your User Account via e-mail at least sixty (60) days prior to such discontinuance; and (ii) will post notification of this decision on the HammerKit web site at least thirty (30) days prior to such discontinuance. In such instance, you will be responsible for retrieving your data from the Service during that sixty (60) day period. You agree that HammerKit will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, or for any resulting loss or destruction of Your Web Services that you place on the Service. HammerKit may specify from time to time the version(s) of related products required in order to use the Service (e.g. supported browser versions).
MODIFICATIONS TO THIS AGREEMENT
HammerKit may periodically change the terms of this Agreement. In the event HammerKit modifies this Agreement, HammerKit will post it to the HammerKit web site and promptly thereafter, notify your User Account via e-mail that such posting has been made. Your continued use of any of the Service after such modification will constitute your acceptance of this Agreement with the new modifications. If you do not agree to any of such changes, you may terminate this Agreement and immediately cease all access and use of the Service. You agree that such termination will be your exclusive remedy if you do not wish to abide by any changes to this Agreement. In addition, HammerKit may at any time introduce separate Agreements for users in certain jurisdictions and require users in these jurisdictions to agree to the separate Agreements. HammerKit may also require such users to agree that termination of the separate Agreements and cessation of all access and use of the Service would be their exclusive remedy if they do not wish to comply with the separate Agreement.
CONFIDENTIAL INFORMATION
The term "HammerKit's Confidential Information" will include any business, operational or technical information provided to you by HammerKit hereunder that is marked or otherwise identified as confidential or proprietary, or that you know or should know is confidential or proprietary. You acknowledge that HammerKit's Confidential Information contains valuable and confidential information that is proprietary to HammerKit and constitutes trade secrets and unpublished copyrighted material of HammerKit.
Confidential Information will not include any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by employees of the receiving party without use or reference to the Confidential Information of the other party; (iii) is disclosed to the receiving party by a third party that, to the receiving party's knowledge, was not bound by a confidentiality obligation to the other party; or (iv) is demanded by a lawful order from any court or any body empowered to issue such an order. Each party agrees to notify the other promptly of the receipt of any such order, and to provide the other with a copy of such order and a reasonable opportunity to seek protective measures for the information demanded.
GENERAL TERMS
The Service is controlled and offered by HammerKit from its facilities in Finland. HammerKit makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
You agree that: (i) the Service shall be based in Finland or any other location that HammerKit will decide to have them be based in; and (ii) the Service shall be deemed a passive Service that does not give rise to personal jurisdiction over HammerKit, either specific or general, in jurisdictions other than Finland. These Terms of use shall be governed by the internal substantive laws of Finland, without respect to its conflict of laws principles. Any claim or dispute between you and HammerKit that arises in whole or in part from the HammerKit Services shall be decided exclusively by a court of competent jurisdiction located in Helsinki Finland.
These Terms of use, together with the Privacy Policy at www.hammerkit.com/privacy and any other legal notices published by HammerKit on the Services, shall constitute the entire agreement between you and HammerKit concerning the Services. If any provision of these Terms of use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of use, which shall remain in full force and effect. No waiver of any term of this these Terms of use shall be deemed a further or continuing waiver of such term or any other term, and HammerKit's failure to assert any right or provision under these Terms of use shall not constitute a waiver of such right or provision. HammerKit reserves the right to amend these Terms of use at any time and without notice, and it is your responsibility to review these Terms of use for any changes. Your use of the HammerKit Services following any amendment of these Terms of use will signify your assent to and acceptance of its revised terms.
NOTICES
HammerKit may give notice by means of a general notice on the HammerKit website, electronic mail to your e-mail address on record in your User Account information, or by written communication sent by first class mail or pre-paid post to your address on record in your User Account information. Such notice will be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to HammerKit at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to HammerKit's addresses on its website.
ASSIGNMENT
This Agreement may not be assigned by you without the prior written approval of HammerKit but may be assigned without your consent by HammerKit to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section will be void.
LEGAL FEES AND COSTS
The prevailing party in any legal action or arbitration relating to this Agreement will be entitled to recover its attorneys' fees and litigation costs and expenses incurred in connection with such action or arbitration as part of the same proceeding.
SEVERABILITY
In the event that any provision of this Agreement is found invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect.
ENTIRE AGREEMENT
This Agreement constitutes the complete agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. No modification of this Agreement will be effective unless contained in writing and signed by an authorized representative of each party. Notwithstanding applicable law, electronic communications will not be deemed signed writings.
WAIVER
The failure of a party to prosecute its rights with respect to a breach hereunder will not constitute a waiver of the right to enforce its rights with respect to the same or any other breach.
STATUE OF LIMITATIONS
Any claim, demand or cause of action relating to this Agreement will be deemed barred and forever waived if legal action or arbitration is not commenced with respect to such claim, demand or cause of action within two (2) years after the aggrieved party first acquires actual notice of such claim, demand or cause of action.
IP CLAIMSAny dispute, controversy or claim arising under, out of or relating to intellectual property rights of HammerKit as set forth in subsection 1.4 of this agreement shall be referred to and finally determined by arbitration in accordance with the WIPO Expedited Arbitration Rules. The arbitral tribunal shall consist of a sole arbitrator. The place of arbitration shall be in Helsinki, Finland. The language to be used in the arbitral proceedings shall be in English. The dispute, controversy of claim shall be decided in accordance with the law of the Finland.
For any questions related to this agreement, please contact:
Mark Sorsa-Leslie
Managing Director
HammerKit Oy
+358 40 580 1962 mark(at)hammerkit.com
