Version 2.2
Effective Date: August 31st, 2022
Last Updated Date: August 31st, 2022
These terms and conditions (“T&C for Clients”) govern your access to and use of the Bunnyshell Services (as defined below) and, together with the relevant Services description (as made available on Bunnyshell Site), the Special Terms (if applicable) and the Service Level Agreement (if applicable), they represent the customer agreement (the “Customer Agreement” / the “Agreement”) between the legal entity you represent or, if the case, you (“Client”, “you” or “your”) on the one hand and, on the other hand, the relevant Bunnyshell entity that shall act as your contracting entity under the Agreement (“Bunnyshell”, “We” or “Us”) - that shall be, depending on where the Client has its registered office, either:
The Agreement takes effect when you click an “I Accept” button or check box presented with T&C for Clients on Bunnyshell Site (the “Effective Date”); any other document that is an integral part of the Agreement, e.g. the Special Terms, the Service Level Agreement, shall become effective at the date(s) provided in such document(s). If you do not agree with any provision of these T&C for Clients, please do not check the box indicating your approval of the T&C for Clients and no activation of Services shall occur.
If you/the individual accepting T&C for Clients / signing any contractual documentation integral part thereto are/is accepting on behalf of a company or of other legal entity, you/such individual represent(s) that they are lawfully able to enter into contracts (e.g. are not a minor) and have the authority to bind such legal entity to this Agreement. If such individual does not have such authority, such individual must not perform any of such actions and may not use the Services.
You furthermore represent and warrant that at no point shall you impersonate any person or entity or misrepresent any affiliation of a person or entity.
If We find that you do not have the legal authority to bind such company/legal entity, in addition to other remedies, you will be personally responsible for the obligations and legal liabilities contained herein, including, but not limited to, any payment obligations. Bunnyshell shall not be liable for any loss or claims resulting from Bunnyshell’s reliance on any instruction, notice, document or communication reasonably believed by Bunnyshell to be genuine and originating from an authorized representative of such company/legal entity. If Bunnyshell has reasonable doubts of the authority of any instruction notice, document or communication, Bunnyshell reserves the right to require additional authentication from you.
1. Purpose of the Agreement; Client Account; Services
1.1 Purpose of the Agreement.
(a) The purpose of the Agreement is the provision by Bunnyshell to the Client of access to Bunnyshell Platform and of the Bunnyshell Services, in exchange for full and timely payment of the price of Services and Client’s duly and timely compliance with the Agreement, as per the terms hereof.
(b) Bunnyshell Platform is a Software as a Service cloud- agnostic DevOps automation platform for simple and fast deployment, scaling and optimization of client applications.
1.2 Client Account.
(a) Client’s access to and corresponding use of the Services in the Bunnyshell Platform are ensured through web interface. Thus, the Client must set-up and maintain in Bunnyshell Platform a Client Account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the Special Terms, the Client may only create one Client Account per email address.
(b) For the set-up of the Client Account, the Client must fill out the “Create your account” form available on Bunnyshell Site, with accurate and complete data and information.
(c) As valid form of payment, the Client must fill in the details of the payment card to be used for paying the amounts due to Bunnyshell; payment card details shall not be kept/stored in Bunnyshell systems, but they are collected and stored directly by a third-party payment processor, e.g. Stripe Payments Europe, Ltd. (https://stripe.com/). By accepting these T&C for Clients, the Client is also deemed as having agreed with the use by Bunnyshell of third-party payment processor, as expressly consented to the collection and processing of necessary data for the processing of payments in relation with Bunnyshell (e.g. processing of card details) and as expressly consented with the direct debiting of the payment card, with the due amount of the subscription for Services, on payment due date. The Client may terminate the Agreement for convenience, in accordance with Clause 7 herein, in case the Client does not agree with any of the terms of the third-party payment processor / wants to prevent further debiting of its payment card, without being entitled to any kind of indemnification/damages/cost/subscription reimbursement from Bunnyshell.
(d) The Client represents and warrants that: (i) all information the Client provides to us in connection with the creation or administration of Client Account (full names, usernames, phone numbers, email addresses, billing information associated information), including during the term of the Agreement, is complete and accurate; (ii) it shall keep such information in an accurate and precise form and shall notify Bunnyshell in a timely manner of any changes thereto; and (iii) it is not incorporated in a country that is subject to prohibitions and restrictions (such as money laundering and terrorism prevention, government embargoes, etc.), and that (iv) it is not bound by any legal or contractual impediments that could prevent the Client from registering a Client Account/entering into and/or performing the Agreement.
(e) Bunnyshell will only use Client Account Information in accordance with the Client Privacy Notice, and the Client hereby consents to such usage. The Privacy Notice for Clients does not apply to the Client Content.
(f) Upon completion of the “Create your account” form, the Client is informed on the terms governing the processing of personal data, including on our commitments to process data in compliance with the legal framework (the “Privacy Notice for Clients”). Then the Client is asked to confirm agreement with the T&C for Clients and having been informed on the terms of personal data processing.
(g) Once Client gives its agreement (e.g. through ticking the relevant box), Bunnyshell sends a transactional email to the Client, asking the Client to confirm e-mail to be used for Client Account (including any transactional correspondence); once confirmation is given by the Client, Client Account is activated and Services contracted by the Client as per Clause 1.3 (a) below are available for Client’s access and use as per the Agreement.
1.3 The Services.
(a) The Client contracts the Services it wants to access in the Bunnyshell Platform via the Bunnyshell Site and, if the case, through the Special Terms. Unless otherwise provided in the Special Terms, the Services contracted by the Client are activated and thus available for the Client as from Client Account activation as per Clause 1.2 above.
(b) As from activation of each Service, Client may access and use the contracted Service in accordance with the Agreement.
(c) Upgrades/downgrades may be performed in accordance with the Agreement.
(d) Client’s acceptance of these T&C for Clients represents the Client’s undertaking to comply with this Agreement, as well as with all applicable laws and regulations regarding the access and use of the Services.
1.4 Free Trial Period.
(a) As a rule, as of Client Account activation as per Clause 1.2, Services are provided for the first 14 (fourteen) days (“Free Trial Period”), on a free trial basis (as per letter (b) below), until the fourteenth (14th) day after the Client’s Account activation. The Client can benefit from the Free Trial Period only once (e.g. in case after the elapse of the Free Trial Period, another new Client Account is set up for the same Client, no Free Trial Period shall apply).
(b) The Client shall not owe the monthly subscription fee for the Services during the Free Trial Period; nevertheless, other fees may be owed by the Client (e.g. set-up fee), as presented on Bunnyshell Site and/or in the Special Terms. In the latter case, Bunnyshell shall debit the payment card via Stripe as per this Agreement; in case the Client withdraws their approval, and/or the payment cannot be performed for reasons outside Bunnyshell fault (e.g. insufficient Client funds), Bunnyshell shall have the right to act according to Clause 3 below.
(c) Depending on the Services/monthly subscription plan contracted by the Client, certain functionalities and/or features of the Services may not be available during the Free Trial Period, as indicated, if the case, on Bunnyshell Site/in the Special Terms.
(d) In case any add-ons are available, their activation during the Free Trial Period shall be free of charge; as of monthly subscription invoicing, their value shall be incorporated in the monthly subscription fee. The Client may upgrade or downgrade their subscription plan at any time by accessing the billing section in the Bunnyshell Platform. Any change of the subscription during the billing period will automatically generate a prorated invoice reflecting the respective change.
1.5 Monthly subscription plan.
(a) Upon the elapse of the Free Trial Period, Bunnyshell shall send a transactional email to the Client’s email address used for Client Account set-up, as a reminder on the expiry of the Free Trial Period and on the Client’s obligation to pay the due Fees for continuing to have access to the Bunnyshell Platform and corresponding Services. The first invoice will be generated at the end of the trial period; then-after, invoices are issued sequentially after each month. The document is sent via email at the billing email address indicated by the Client and is also available for download in the billing section of the Bunnyshell Platform.
(b) Bunnyshell shall debit the payment card stored in Stripe, with the due Fees, in accordance with the Agreement.
(c) In case the Client makes the payment of all due Fees at per due dates, the monthly subscription(s) corresponding to the Services paid for by the Client shall be activated. The Services shall be commissioned in the configuration set during the Free Trial Period or under other configuration contracted by the Client based on the Agreement, upon payment, if the case, of the corresponding Fee (e.g. upgrade).
(d) The Client may enable all End Users created in Client Account during the Free Trial Period; nevertheless, if the Client downgrades and the Service covers less end users than the End Users created during the Free Trial Period, the Client will only be able to enable the number of End Users the Service is purchased for. If the purchased (paid) Service covers more end users than the number of End Users created during the Free Trial Period, the Client will be able to add End Users. Any other amendment of the configuration of the Services agreed by the Parties shall be reflected accordingly.
(e) At no moment shall Bunnyshell be liable/responsible for ensuring/providing back-up services, included in or distinct from the Services. The Client should make its own back-ups (including at intermediary stages) of all Client Content/ content in Client Account/content available through the provision of the Services, including without limitation any and all Client Content the Client uploads/transfers to the Client Account or otherwise makes available through the Services. Bunnyshell shall have no liability or responsibility for any loss or damage, however caused, arising from any loss of any content.
2. Rights and responsibilities
2.1 Rights and responsibilities of the Client
2.1.1 Rights granted to the Client
(a) For the Term of the Agreement and subject to duly performance of its obligations (e.g. duly and timely payment of Fees), and except as otherwise set forth in this Agreement, the Client is hereby granted with a revocable (at any time), non-exclusive, non-assignable/non- transferable/non-sublicensable right to access and use the Services the Client contracts under the Agreement, solely for Client’s internal business operations and subject to the terms of this Agreement. The Client may allow End Users to use the Services for this purpose and the Client is solely responsible for the End Users’ compliance with this Agreement.
(b) The Client may access and use the Services exclusively in accordance with this Agreement. The Client hereby adheres to all laws and regulations applicable to its use of the Services, including any terms or policy of the Agreement. Client (i) is at all times responsible for its compliance with this Agreement, (ii) is at all times solely responsible for the accuracy, quality, integrity and legality of Client Data and any information or software code the Client enters or uses through the Services, (iii) shall use all efforts to prevent unauthorized access to or use of the Services, and (iv) shall notify Bunnyshell promptly of any such unauthorized access or use (including in case of suspicion of unauthorized access or use), by email to support@bunnyshell.com.
(c) The Client agrees that the Services may be subject to limitations, such as, for example, the number of End Users or of servers the Client may run. In addition, the Client acknowledges and agree that Bunnyshell may monitor Client’s use of the Services and collect data regarding such use for, among other purposes, maintaining and improving the Services, assuring Client’s compliance with our usage limitations and guidelines (e.g. Permitted Use) and/or for verifying that the Service is not being used for illegal purposes. To the extent that we discover or become aware (including by notification by relevant authorities) that the Client is using the Services in contravention of this Agreement, or in any manner in breach of applicable law, we reserve the right to deny the Client continued access to the Service/immediately suspend, for unlimited duration, Client’s access / use of the Services, and, if the case, immediately terminate access to Client Account / cancel Client Account and/or terminate this Agreement as per Clause 3, with no obligation on us to reimburse any amounts and/or to cover any costs/damages/claims made/asked by the Client.
(d) The Client is not allowed to (i) make the Services available to any third party (for free or otherwise), (ii) sell, resell, rent or lease, assign or transfer the Services, (iii) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights, (iv) use the Services to store or transmit Malicious Code, (e) use the Services to interfere with or disrupt the integrity or performance of the Services or third-party data/ contained therein/Third Party Content, (v) create derivative works based on the Services, (vi) copy, frame, replicate or mirror any part or content of the Services, (vi) reverse engineer the Services or any part thereof, or (vii) (attempt to) gain unauthorized access to the Services or their related systems or networks. The Client may not use the Services to build a competitive product or service to the Services.
(e) The Client acknowledges and agrees that:
2.1.2 Payment obligations
The Client must duly and timely make the payment of any and all Fees due in accordance with the Agreement.
2.1.3 Other obligations
(a) The Client is responsible for the development, content, operation, maintenance, and use of Client Content. For example, Client is solely responsible for: (i) the technical operation of Client Content; and (ii) compliance of Client Content with the Agreement (including the Permitted Use) and any other applicable policies and laws. The Client will, with no delay, provide to Bunnyshell information and/or other materials related to Client Content as reasonably requested by Bunnyshell to verify the Client’s compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Client Content to verify your compliance with the Agreement. The Client will not block or interfere with our monitoring, but the Client is aware that use encryption technology or firewalls are in its responsibility in order to help keep Client Content confidential. The Client undertakes to reasonably cooperate with us to identify the source of any problem with the Services that We reasonably believe may be attributable to Client Content.
(b) Except to the extent caused by our breach of this Agreement, (i) the Client is responsible for all activities that occur under Client Account, regardless of whether the activities are authorized by the Client or undertaken by the Client, its employees or a third party (including your contractors, agents or End Users), and (ii) we are not responsible for unauthorized access to Client Account. The Client understands and accepts that password (Log-in credentials) is for its internal use only and the Client must not sell, transfer or sublicense them to any other entity or person, while the Client remains responsible for any access / use performed by Client’s personnel/End Users.
(c) The Client must ensure that Client Content and your and End Users’ use of Client Content and/or the Services will not violate any regulation of the Agreement or any applicable law. The Client is solely responsible for the development, content, operation, maintenance, and use of Client Content.
(d) The Client is responsible for properly configuring and using the Services and otherwise taking appropriate action to ensure access to, secure, protect and backup Client Account and/or Client Content in a manner that provides appropriate security and protection, which could include for example use of encryption to protect Client Content from unauthorized access, routinely archiving Client Content, etc.
(e) The Client is solely responsible for End Users’ use of Client Content and of the Services. The Client undertakes to ensure that all End Users comply with Client’s obligations under this Agreement. If the Client becomes aware of any violation of its obligations under this Agreement caused by an End User, the Client must immediately suspend/terminate their access to Client Content, Client Account and the Service. Nevertheless, you will remain at all times liable for all prejudice caused by Your End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide them.
(f) The Client shall be responsible for its own devices, systems, applications, connections and software used to access the Services. The Client shall be responsible for the protection of the Client’s data communications and data systems and costs for communications and other comparable costs related to use of the Services and access to Bunnyshell Platform as per the Agreement.
2.2 Rights and responsibilities of Bunyshell
(a) Bunnyshell agrees to use reasonable efforts to satisfy the requirements of the Client with respect to (i) continuous (24/h/7 days) provision of the Services and minimum interruptions on the Services (except in case of planned interruptions or delays/malfunctions due to causes outside Bunnyshell control/will - e.g. delays caused by internet connectivity, electricity, etc., or in order to ensure the security or integrity of our systems/platform); (ii) creating reasonable technical conditions necessary for access and use of the Services - this shall not qualify as Bunnyshell’s undertaking to warrant for protection against fraud/viruses/other events likely to occur in an online environment, or for 100% security/availability; (iii) timely intervention in case of technical issues affecting the functioning of Bunnyshell Platform - insofar as they are under Bunnyshell’s exclusive control and are not caused by a cause exterior to or not directly imputable to Bunnyshell, or a force majeure/fortuitous case, a third party’s/Client’s fault.
(b) Bunnyshell shall not be liable in any situation and for any damage (claimed as) caused directly or indirectly, or for any direct or indirect losses (such loss of profit/loss of clients/loss of data/loss of revenues, etc.) (claimed as) suffered following/due to the use or interruption/suspension of using the Bunnyshell Services/Bunyshell Plaform.
3. Term of the Agreement; termination
3.1 The Agreement takes effect (the “Effective Date”) at the earliest of: (i) You signing the Agreement (if so agreed with Bunnyshell); (ii) You clicking the button or checkbox expressly stating that you agree with and accept to be bound by these T&C for Clients; (iii) You and Bunnyshell agreeing to reactivate the Client Account, although You were late in making the payment of due Fees upon the elapse of the Free Trial Period – the effective date shall be the day when you make the payment of all due Fees; (iv) other date agreed by Bunnyshell with the Client. The Term of this Agreement will commence on the Effective Date and will remain in effect until terminated according to Clause 3.2 below.
3.2 The Agreement may terminate as follows:
(a) Expiry of the Free Trial Period (no further formality or court intervention being necessary for termination), in case the Client does not pay the due Fees as per the Agreement; or
(b) Expiry of the Term, if a certain/fixed Term was agreed by the Parties (e.g. under the Special Terms); or
(c) Mutual written consent of the Parties; or
(d) Termination for Convenience by the Client. You may unilaterally terminate this Agreement at any time, by specific action in your account (e.g. “Cancel” action available in Client Account). The Agreement shall automatically terminate upon elapse of ongoing subscription each party being bound to observe its obligations and being entitled to all its rights until termination (i.e. the Client shall not be entitled to any kind of indemnification/damages/cost/subscription fee reimbursement from Bunnyshell); or
(e) Termination for Convenience by Bunnyshell. Bunnyshell may unilaterally terminate this Agreement at any time by providing You a 60 day-advance notice, no further formality or court/arbitral intervention being necessary. The Agreement shall automatically terminate upon the elapse of the 60-day notice – each party being bound to observe its obligations and being entitled to all its rights until termination; or
(f) Termination for Cause. Either Party may terminate this Agreement for cause (no further formality or court/arbitral intervention being necessary) upon a 30-day advance notice given to the other Party, in case of material default or breach of this Agreement by the other Party, unless the defaulting Party has cured the material default or breach within the 30 day-notice period; or
(g) Bunnyshell may immediately terminate this Agreement upon a mere notice to the Client (including by email) (no further formality or court/arbitral intervention being necessary): (A) if Our relationship with a third party partner who provides software or other technology We use to provide the Services expires, terminates or requires us to change the way We provide the Services, (B) if We assess that providing the Services could create a substantial economic or technical burden or material security risk for us, (C) in order to comply with the law or requests (notifications) of competent entities/authorities, or (D) if we determine that Our provision of any of the Services to You or to any End Users has become impractical or unfeasible for any legal or regulatory reason, or (E) if We identify any problem with the Services that we reasonably believe may be attributable to Client Content and the Client lacks to cooperate for solving such matters, or (F) in case of (suspicion) of fraud, or (G) if suspension as per Clause 8 lasts more than 3 (three) days; or
(h) Other termination cause(s) provided in the Agreement.
3.3 Consequence of termination of the Agreement (irrespective of the reason of termination)
(a) Upon termination of this Agreement for any reason: (i) all Client’s rights under this Agreement immediately terminate, unless otherwise provided herein; (ii) the Client remains responsible for all fees and charges due by the Client under the Agreement until termination, including the ones for in- process tasks completed after the date of termination (e.g. as per Clause 3.3 (b) below; (iii) the Client will immediately return to Bunnyshell or, if instructed by us in writing, destroy all Bunnyshell Content in Client’s possession; and (iv) Clauses 7, 3.3, 9, 10 (except license granted to you), 11, 12, 14 and 15 will continue to apply in accordance with their terms.
(b) Pursuant to Agreement termination, Bunnyshell shall be entitled to immediately cut Client’s access, (including disable the Client’s End Users), cancel the Client’s Account and delete the Client Account, as well as any and all data generated in Bunnyshell Platform (including the Bunnyshell Content and/or Client Content) by the Client /for the Client after Client Account set-up/during the provision of the Services (including during the Free Trial Period), no special notice/other formality being necessary in this respect.
(c) Upon termination of the Agreement, Bunnyshell may grant the Client (in its sole discretion, but it is not obliged to do so) a 15 day period to access the Client Content and retrieve the Client Content; Client’s access to the Client Account shall be given strictly for this purpose, for the limited period provided herein. Nevertheless, the Client shall not have the possibility to recover any such data/information/Client Content after this term. For any use by the Client as allowed herein, the terms of this Agreement will apply and the Client will pay the applicable fees.
(d) Bunnyshell shall not be liable for any damage/costs/indemnification the Client may claim for suspension of Services/suspension of access to Bunnyshell Platform/Client Account, and/or for deletion of any content/data/information in Client Account/Client Content/associated with the Services, as provided herein.
(e) Bunnyshell shall not be liable for the Client’s failure to disconnect Bunnyshell’s access to the Client’s cloud account/Third Party Content and/or for any consequences related thereto. The Client is solely responsible to cut our access to Client’s cloud account/any other resource the Client give us access to, once our relationship ends, no matter the termination cause, and Bunnyshell shall not be held liable for being able to/accessing such information.
(f) Bunnyshell shall not be liable for any of the Client’s actions in Client account/Bunnyshell Platform (including when due to Client’s negligence, e.g. accidental deletion of information/data).
4. Security and Privacy
4.1 Without affecting provisions of Clause 12 or your obligations under Clause 2, we will implement reasonable and appropriate measures to secure Your Content against loss, access or disclosure.
4.2 To provide billing and administration services, we may process Service Data in the region(s) where you use the Services. To provide you with support services initiated by you and investigate fraud, abuse or violations of this Agreement, we may process Service Data where we maintain our support and investigation personnel.
4.3 You acknowledge our collection, use and disclosure of personal data associated with the Services, in accordance with our Privacy Notice for Clients.
4.4 In case We act as data processor in accordance with General Data Protection Regulation 2016/679, the Data Processing Agreement available on Bunnyshell Site is applicable between the Parties as of the Effective Date.
5. Permitted Use
(a) You may not use, or instruct, encourage or enable others to use, the Services for any illegal, harmful or offensive activity or to transmit, store, display, distribute or otherwise make available any content that is illegal, harmful or offensive. Prohibited activities and content include: any illegal activities, such as advertising, facilitating or disseminating child pornography; activities that may menace, harass or be harmful to others, including offering or disseminating fraudulent goods, services, schemes, or promotions or engaging in other deceptive practices; posting content that infringes or misappropriates the intellectual property or proprietary rights of others or that is false, defamatory, obscene, abusive, promotes bigotry, racism, hatred or harm, or is otherwise objectionable, including content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts; and posting content or other computer technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms, time bombs, or cancelbots.
(b) You may not use the Services to violate/try to violate the security or integrity of any network, computer or communications system, software application, or network or computing device (each, a “System”). Prohibited activities include: accessing or using any System without permission, including attempting to probe, scan, or test the vulnerability of a System or to breach any security or authentication measures used by a System, monitoring of data or traffic on a System without permission.
(c) Bunnyshell (and its subcontractors where appropriate) reserves the right but assume no obligation to review the Client’s use of the Services/Bunnyshell Platform, including the Client’s data, to ensure compliance with the Permitted Use ryles and to discontinue any use by the Client of the Services and/or remove any infringing data of the Client. We may report any activity that We suspect as being in violation of any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing necessary Client Account Information.
(d) You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of Bunnyshell Platform/ Services. In connection with your use, you will not and will not assist or enable others to: (i) breach or circumvent any applicable laws or regulations, agreements with third-parties, third- party rights, our privacy policies, or the Agreement; (ii) use the Services/Client Account/Bunnyshell Platform for any commercial or other purposes that are not expressly permitted by the Agreement or in a manner that falsely implies a partnership with, or endorsement by, Bunnyshell or otherwise misleads others as to your affiliation with Bunnyshell; (iii) copy, store or otherwise access or use any information, including personally identifiable information about any other person, in any way that is inconsistent with our privacy policies or the Agreement or that otherwise violates the privacy rights of other clients/users/third parties; (iv) use, display, mirror or frame Bunnyshell Platform/Content/Services or any individual element thereof, Bunnyshell’s name, any Bunnyshell (registered or not) trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Bunnyshell Platform/Client Account, without Bunnyshell’s prior express written consent; (vi) dilute, tarnish or otherwise harm Bunnyshell brand/name in any way, including through unauthorized use of content on Bunnyshell Platform/Bunnyshell Site/Services/Client Account, registering and/or using Bunnyshell or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Bunnyshell domains, trademarks, names, copyrights, or Bunnyshell contents; (vii) use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with Bunnyshell Services/ Bunnyshell Platform/Client Account/Content for any purpose; (viii) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Bunnyshell or any Bunnyshell providers or any other third party to protect Bunnyshell Services/ Bunnyshell Platform/Content; (ix) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide Bunnyshell Services/ Bunnyshell Platform/Content; (x) take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Bunnyshell Services/ Bunnyshell Platform/Content; and/or (xi) violate or infringe anyone else’s rights or otherwise cause harm to anyone.
(e) If we reasonably believe any of Client use of Services/any Client Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates any provision of the Agreement (“Prohibited Content”), we will notify the Client of the Prohibited Content and may request that such content be removed from the Services/Client Account or access to it be disabled. If the Client does not remove or disable access to the Prohibited Content within (one) 1 business day of our notice, we may remove or disable access to the Prohibited Content or suspend the Services/access to Client Account/Bunnyshell Platform in accordance with the terms set forth in this Agreement. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services/ Bunnyshell Platform, or as required to comply with any law or judicial, regulatory or other governmental/authority order or request. In the event that we remove content without prior notice, we will provide prompt notice to the Client if it is so requested by law.
6. Cloud Service Providers
6.1 Some of the Services involve you to run and manage applications on third party cloud computing platforms provided by one or more Cloud Providers. Our Services are offered separate from, and irrespective of, the Cloud Provider(s) accounts which you must establish with the Cloud Provider directly (“Cloud Provider Accounts”). You are responsible for selecting and paying for any fees charged by Cloud Providers for Your Cloud Provider Accounts. Certain specific Services features offered by us pursuant to this Agreement cannot work unless and until you have established your own Cloud Provider Account with one or more Cloud Providers. Nevertheless, you cannot delay payment of Fees owed to Bunnyshell by invoking lack of/suspension/termination of your Cloud Provider Account.
6.2 You agree to comply with any and all terms of use under which you are granted access to the services provided by Cloud Providers that you use in connection with our Services. You represent and warrant that you have the right to use any of the Cloud Provider Accounts you use in connection with the Services and that your use of our Services in connection with your Cloud Provider Account shall at all times be in compliance with the terms and conditions under which the Cloud Provider grants you the rights to use its services.
6.3 Bunnyshell does not warrant, endorse, guarantee, or assume responsibility for, any product or service advertised or offered by a Third Party / accessed through the Services or any hyperlinked service or website featured in any banner, portfolio or form of advertising. Bunnyshell shall not be a party to or in any way be responsible for monitoring any transaction between the Client and any other user of the Services or any Third-Party providers of any product or service.
6.4 Also, Third Party Content (e.g. software applications provided by third parties), may be made available directly to the Client, usually under separate terms and conditions binding directly the Client and such Third Party. Also, the Client acknowledges that we may allow providers of third- party applications to access Client data as required for the interoperation of such third-party applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Client data/Client Content resulting from any such access by third-party application providers. Client’s use of Third-Party Content is at its sole risk and under its sole liability.
7. Fees and Payment
7.1 Monthly Subscription Fee/other fees
(a) The Client is charged a monthly subscription fee for monthly Service subscription, as evidenced on Bunnyshell Site upon Client’s contracting the Services (including any applicable add-ons). For customized Services (e.g. Professional Services), we may agree on different fees and payment terms, on a case-by-case basis (e.g. under the Special Terms). One-time fees may also apply (e.g. set- up/migration fee).
(b) The Client must pay us the applicable fees and charges (the “Fees”) for access to and use of the Services mentioned on the Bunnyshell Site/Special Terms, using one of the payment methods we support. The Client is invoiced based on monthly billing periods, in advance for each billing period; the Client can see/download invoices in the Client Account and/or we may send notice on invoice issuance by email. It is the Client’s responsibility to ask us for the invoice it has not received it and the Client cannot suspend payment claiming it has not received the invoice.
(c) The Client must make the payment of all due Fees until elapse of the due date mentioned on the invoice (the payment must be made in advance for the following period). In case a third-party platform is used by Bunnyshell for payment operations (e.g. Stripe), the Client’s approval on automatic debiting of payment card shall be deemed as given in accordance with this Agreement. In case the Client withdraws its approval on the transaction and/or the payment cannot be performed (e.g. insufficient funds) and/or the Client fails to make the payment of due Fees for any reasons outside Bunnyshell fault, the Client shall be deemed late in payment, and Bunnyshell shall have the right to immediately suspend, totally or partially, the provision of the Services and/or Client’s access and/or use of Client’s Account and/or of Bunnyshell Platform, without owing a prior notice to the Client. Restoration of the Services/ (full) access to Client Account/ shall be made by Bunnyshell immediately any outstanding payment is made in full by the Client.
(d) We may increase or add new fees and charges for any existing or new Services and such will be effective when we post updated fees and charges on the Bunnyshell Site, unless we expressly state otherwise in a notice/it is otherwise agreed by the parties in the Special Terms.
(e) Changes (Upgrades/Downgrades): If the Client changes between subscription plans (upgrades/downgrades) or supplements/eliminates add-ons or makes other changes allowed, during a billing period, the Fee will be adjusted accordingly as of the date of the change and amendments implemented once the payment is made by the Client. Fee increase/decrease shall be performed as per art. 1.3(d) above.
7.2 If any payments for due amounts are not received from You by the due date, then at our discretion, such amounts due may accrue late interest at the rate of 1% of the outstanding balance per each day of delay, from the date such payment was due until the date of payment; such measures shall be in addition to any other measures taken by Bunnyshell as per this Agreement for delay in payment (e.g. suspension of the Services).
7.3 In case the Client is late in making any due payments with more than (thirty) 30 days, Bunnyshell may, without limiting its other rights and remedies, unilaterally terminate the Agreement for Client’s fault, upon a written notice sent to the Client (e.g. by email), no further formality or court intervention being necessary.
7.4 Reasonable and good faith disputes on the invoices may be done by the Client via email address administrative@bunnyshell.com; disputes shall not suspend obligation to pay and/or other measures that Bunnyshell may take; Bunnyshell shall evidence in next invoices any necessary correction and amounts invoiced in excess shall be deducted in the following invoices.
7.5 Unless otherwise stated, the Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). The Client is responsible for paying all Taxes associated with Client’s purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
7.6 From time to time, we may offer free or discounted pricing covering certain usage of the Services (“Special Pricing”). We may discontinue or stop accepting new sign- ups for Special Pricing at any time. Standard charges will apply after a Special Pricing offer ends or if you exceed the limitations specified for the Special Pricing. You must comply with any additional terms, restrictions, or limitations for the Special Pricing offer as described in the offer terms or on the pricing page for the eligible Service(s). You may not access or use the Services in a way intended to avoid any additional terms, restrictions, or limitations (e.g., such as establishing multiple accounts in an attempt to claim additional Special Pricing benefits) and we may immediately terminate the Client Account and our Services if you do so.
7.7 Charging the Fees is not dependent on the actual usage of the Services and you cannot request reimbursement grounded on not using the Services.
7.8 You are solely responsible for any and all costs, including without limitation wireless and cellular data costs, you may incur as a result of the usage of the Services and/or as a result of data, information and Content submitted or received by device/equipment through the Services. You are solely responsible to pay for the Third- Party services (including the Cloud Provider Services).
8. Temporary suspension
8.1 We may suspend the Client’s and/or End User’s right to access or use any portion or all of the Services immediately upon notice to the Client by email, if in our view: (a) the Client and/or any End User’s access/use of or registration for the Services (i) pose(s) a security risk to the Services or any third party, (ii) may adversely impact the Services/Bunnyshell Platform or the Systems/property or Content of any other Bunnyshell customer/client, (iii) may subject us, our affiliates, or any third party to liability/claims, or (iv) may be fraudulent; (b) the Client is, and/or any End User is, in breach of any term of the Agreement, including if the Client failed to comply with payment obligations, as per Clause 7.1; or (c) the Client has ceased to operate in the ordinary course, or made an assignment for the benefit of creditors or similar disposition of its assets; or (d) the Client fails to comply with the applicable law or the mandatory order/decision of any courts, authorities and/or public/government bodies; or (e) the Client infringes intellectual property rights (including of third party); or (f) the Client provides upon set-up/use of the Client Account inaccurate/outdated/fraudulent/false/incomplete information/data; or (g) the Client refuses to provide any information and documents for the Know Your Client procedures, at any time Bunnyshell may invoke such procedures in accordance with money laundering and terrorism prevention laws.
8.2 If we suspend your right to access or use any portion or all of the Services: (a) you remain responsible for all fees and charges you have incurred through the date of suspension; (b) you remain responsible for any applicable fees and charges for any Services to which you continue to have access, as well as for all applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension; (c) we will not erase any of Client Content as a result of your suspension, except as specified elsewhere in this Agreement and (d) You are not entitled to any reimbursement of amounts already paid and cannot claim damages/costs of any kind, no matter the grounds and duration of suspension. Our right to suspend your and/or any End User’s right to access and/or use the Services is in addition to our right to terminate this Agreement pursuant to Clause 3.2/apply delay penalties / take other measures according with the Agreement/law.
9. Confidentiality
9.1 (a) The Client may use Confidential Information only in connection with Client’s use of the Services as permitted under this Agreement. You will not disclose Confidential Information during the Term or at any time during the 5-year period following the end of the Term/termination of the Agreement. The Client undertakes to take all measures to avoid disclosure, dissemination or unauthorized use of the Confidential Information, including, at a minimum, those measures the Client takes to protect its own confidential information of a similar nature.
“Confidential Information” means all non-public information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential.
Confidential Information includes:
(a) non-public information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates.
(b) Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known by you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
9.2 Bunnyshell may provide a copy of the relevant parts of this Agreement or the whole, if required, to any competent authority who requests such copies in connection with the procurement of any license or similar authorisation by Bunnyshell in connection with the conduct of Services hereunder, or for an inspection carried out in compliance with the law.
9.3 The Client is responsible for maintaining the confidentiality of Client Account Information, including passwords, and for all activity that occurs under its Client Account. The Client undertakes to inform Bunnyshell immediately in writing of any unauthorized use of Client Account or password, or any other related security breach. You may be held liable for losses incurred by Bunnyshell or any other client/user of the Bunnyshell Platform/services due to someone else using your password or Client Account.
9.4 Notwithstanding the confidentiality obligation set forth herein, each Party shall be entitled to use the general professional skills and experience acquired in connection with the performance of the Agreement.
10. IP & Proprietary Rights
10.1 Subject to the rights expressly granted hereunder, we reserve all rights, title and interest in and to the Services/Bunnyshell Content/Bunnyshell Platform (including to Bunnyshell Marks), including all related intellectual property rights. No rights are granted to the Client hereunder, other than as expressly set forth herein.
10.2 The Client or Client’s licensors own all right, title and interest in and to Client Content. Except as provided in this Agreement, Bunnyshell obtains no rights under this Agreement over Client Content, including any related intellectual property rights. The Client hereby consents to our use of Client Content to provide the Services to the Client. We may disclose Client Content to provide the Services to you or any End Users or to comply with any request of a governmental or regulatory body/authority (including subpoenas or court orders).
10.3 All licenses granted to you in this Agreement are conditional on Client’s continued compliance with this Agreement and will immediately and automatically terminate if the Client does not comply with any term or condition of this Agreement.
10.4 The Client hereby grants to Bunnyshell, on a free of charge basis, the right to use elements such as the logo/trademark/other graphic signs of the Client, to configure information from Bunnyshell Platform (e.g. setting up the Client Account, setting features, etc.), including using the Client’s name and trademark/trademarks in Bunnyshell Platform and on the Bunnyshell Site (or any Bunnyshell Platform related website), including for their reproduction, on a free of charge basis as well, for including the Client’s name and/or trademarks, in Bunnyshell ‘s client portfolio, in materials prepared by Bunnyshell for its shareholders/potential investors/creditors, as well as in any marketing/advertising/presentation materials/newsletters and the like, in any medium/media chosen by Bunnyshell (e.g. online, offline, social media). This right shall be effective without any obligation on Bunnyshell to pay any consideration to the Client/third party, for the maximum period allowed by the law (and in any case at least during the term of the Agreement). After the expiration of the term provided by the law, Bunnyshell may use the contractual relationship with the Client as a reference, for a period of 2 (two) years.
10.5 The Client is granted a limited permission to use Bunnyshell Marks, exclusively in connection with (as applicable): (a) your use of the Services, or in connection with, software products designed to be used with the Services/Bunnyshell Platform, but always in full compliance with the Agreement, or (b) as otherwise agreed with Bunnyshell in writing in the Agreement; such permission is granted until we may terminate such permission, which we may do at any time, in our sole discretion.
11. Indemnification
11.1 Client undertakes to defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives, from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) Client’s and/or any End Users’ use of the Services (including any activities under Client Account and any use by its employees and personnel); (b) breach of this Agreement or violation of applicable law by Client and/or by any End User; (c) Client Content or the combination of Client Content with other software, data or any material, including any claim involving alleged infringement or misappropriation of third-party rights by Client Content or by the use, development, design, production, advertising or marketing of Client Content; (d) a dispute between you and any End User; (e) a dispute with any Third-Party provider, or (f) a dispute with any data subject.
11.2 Bunnyshell will promptly notify the Client of any claim subject to Clause 11.1, but our failure to notify the Client will affect Client’s obligations under Clause 11.1 only to the extent that our failure effectively and objectively precludes the Client from defending the claim. The Client may settle the claim as it may deem appropriate, provided that Client sustains all costs and obtains our prior written consent before entering into any settlement that might affect us and provided that the settlement unconditionally releases us of all liability. We may also assume control of the defence and settlement of the claim at any time, if We deem it is in our best interest to do so.
11.3 Client shall defend us against any Claim made or brought against us by a third party alleging that Client Content, or Client use of the Service infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, us in connection with any such claim.
11.4 The Client agrees to fully indemnify Bunnyshell, at the Client’s own expense, against any claims made towards Bunnyshell based on any information, content or data the Client inputs to the Services/Client Account/Bunnyshell Platform, including without limitation claims that the Client’s data/information/content infringes third party intellectual property rights or any applicable laws/rights of third parties (data subjects).
11.5 The Client cannot make any reference/statement or any public communication, in any medium/media, with respect to this Agreement and/or the Services/Bunnyshell Platform without Bunnyshell’s prior written consent.
12. Limitations
12.1 To the extent permitted under the governing law, We and our affiliates or licensors will not be liable to You for any indirect, incidental, special, consequential damages (including damages for loss of profits or revenue, loss of clients, loss of opportunities, loss of data, loss of personal data, loss of data use, failure to realize expected savings, business interruption, loss of goodwill, costs of procurement of substitute products or services, etc.), however caused, regardless of the theory of liability (contract, tort or otherwise) and even if we have been advised of the possibility of such damages. Further, neither we, nor any of our affiliates or licensors, will be responsible for any compensation, reimbursement, or damages, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if we have been advised of the possibility of such damages, arising in connection with: (a) your inability to use the Services, including as a result of any (i) termination or suspension of this Agreement/or of the Services/access to Client Account/Client Content/Content, (ii) our discontinuation of any or all of the Services, or, (iii) any unanticipated or unscheduled downtime of all or a portion of the Services for any reason, including as a result of power outages, system failures or other interruptions; (b) the cost of procurement of substitute goods or services; (c) any investments, expenditures, or commitments by you in connection with this Agreement or your use of or access to the Services; or (d) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure regarding Client Content or other data; or (e) direct damages arising out of, or in connection with, any alleged or actual improper use of the Services by you, alleged or actual negligent acts or omissions, wilful misconduct, fraud or failure of the Services due to third parties software/Third- Party services or your computer network or other causes outside our direct liability or control (e.g. cyberattack, unauthorised interception, virus, malware, etc).
12.2 The liability of Bunnyshell, its affiliates, directors, managers, suppliers and collaborators, to the Client and/or End Users and/or any affiliate/person/data subject, for any actions, claims or requests for damages arising from this Agreement or from our tort, and regardless of the cause or basis of such claims, shall not exceed the maximum amount you actually paid to Us under this Agreement for the Service that is subject to the claim, in the 12-month period immediately preceding the event giving rise to such claim, provided that our exclusive fault and such direct damages (up to the maximum herein) are established by a final court decision. The Client may claim payment of such amounts within maximum 1 (one) year of occurrence of the cause, under the sanction of revocation of such right.
12.3 (a) At all times, the Services are provided “as is” and “as available”. Unless otherwise expressly provided in the Agreement and/or a mandatory law, we and our affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Services and/or the Third Party Content (including any warranty that the Services or Third Party Content will be available uninterruptedly, in a timely manner, safely, error free or free of harmful components/virus, or that any Content, including Client Content or the Third Party Content, will be secure or not otherwise lost or damaged). Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties, of security, merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade. We shall provide the Services on “best effort” basis, none of our obligations in the Agreement being an obligation where we undertake obtaining a specific result.
(b) Unless otherwise provided in the Agreement (e.g. in the Service Level Agreement), the provision of Services with interruptions/otherwise than expected by the Client/otherwise than provided for in the Agreement, shall not entitle the Client to obtain any reimbursements/payments from Bunnyshell (e.g. deduction from monthly subscription), the Client hereby acknowledging and accepting the access to and provision of the Services under these conditions.
(c) In any case, a failure to comply with a service level shall not, however, be construed to be a breach of this Agreement, but it may only give the Client the right to receive a compensation set out in the Service Level Agreement. Such compensation shall be the Client’s sole remedy and Bunnyshell sole liability as regards any non- compliance with any service levels.
13. Governing Law (choice of law) and Dispute Resolution
13.1 (1) If your contracting entity for the Services, as per the Agreement, is Bunnyshell SRL, then the Agreement and any non-contractual obligations arising out of or in connection herewith shall be governed by and construed in accordance with the laws of Romania, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Bucharest, Romania with respect to any claim, proceeding or action relating to or otherwise arising out of the Agreement or your access to or use of the Services, howsoever arising, provided always that the Bunnyshell may seek and obtain injunctive relief (or an equivalent type of urgent legal relief) in any jurisdiction.
(2) If your contracting entity for the Services, as per the Agreement, is Bunnyshell Inc, the Agreement is governed by the law of California, U.S.A., unless preempted by U.S. federal law, without regard to conflict of law rules. You may have additional rights under your local law. We do not seek to limit those rights where it is prohibited to do so by law.
13.2 The Parties will use reasonable efforts to resolve any and all contractual or other disputes or claims arising out of or in connection with this Agreement, including but not limited to any questions regarding its existence, performance, breach, validity or termination thereof (the “Dispute”) by amicable discussions/correspondence between the parties. In the event of a Dispute, either party shall serve a written notice upon the other Party (the “Dispute Notice”) proposing that the parties seek to resolve the Dispute by amicable negotiation. If a Dispute is not amicably settled within 15 (fifteen) days as of the receipt of the Dispute Notice, either party may require that senior management of each Party meet in person or by phone within 15 (fifteen) days to attempt to resolve the Dispute.
13.3 (1) If a Dispute is not amicably settled within 30 (thirty) days as of the receipt of the Dispute Notice, such Dispute must be (i) referred for settlement to the courts of law in Bucharest, Romania, when the applicable law is the law of Romania, respectively (ii) resolved through final and binding arbitration, including any question of whether arbitration is required, except that you may assert claims in small claims court if your claims qualify.
(2) Rules. Claims related to these T&C for Clients, Services, or any IP/software are permanently barred if not brought within one year of the event resulting in the claim.
If the Client has its headquarters in the Americas, JAMS will administer the arbitration in Santa Clara County, California pursuant to its Comprehensive Arbitration Rules and Procedures.
Otherwise, the London Court of International Arbitration (LCIA) will administer the arbitration in London under the LCIA Arbitration Rules. There will be one arbitrator that you and Bunnyshell mutually select. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over you and us.
(3) No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
(4) Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or software in violation of these T&C for Clients, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
13.5 The provisions of this Clause 14 shall continue in force notwithstanding the termination of this Agreement.
14. Miscellaneous
14.1 Unless otherwise provided in this Agreement, any notice, request, instruction or any other document to be given in connection with the Agreement between the Parties shall be delivered in writing: (i) for the Client – at the postal or email address indicated by the Client upon set-up of the Client Account/in the Special Terms, and (ii) for Bunnyshell – at the postal address indicated in these T&C for Clients. They shall be deemed to have been duly given: (i) upon receipt or refusal to receive, when delivered personally or by a courier or courier service, or (ii) when sent by electronic mail, it shall be deemed received the next working day, unless a failure delivery notice is received.
14.2 Bunnyshell may make any amendments deemed necessary to these T&C for Clients, to the data processing terms and/or the Bunnyshell Platform’s instructions/rules/notified to the Client/in the Client Account as applicable to the relationship between the Parties. Such amendments shall be notified to the Client (e.g. by email/in the Client Account) and shall be effective within 30 calendar days of notification thereof, if the Clients continues to use the Services/access Bunnyshell Platform/Client Account after this term.
14.3 As from the Effective Date of the Agreement, the Client irrevocably states and acknowledges that it has been hereby notified that Bunnyshell: (a) is entitled to assign/transfer, in whole or in part, this document, including Bunnyshell rights and/or obligations (including any accounts receivable therein), to any third party, by notifying the Client of such assignment, and the assignment shall not be deemed as a breach of Bunnyshell obligations; and that (b) it is entitled to subcontract to any third party the provision of services under the Agreement. The Client may not transfer to a third party, in whole or in part, the rights and/or the obligations arising from the Agreement, without the prior written approval from the other Party.
14.4 Bunnyshell rights under the Agreement are cumulative, and not alternative. Neither a failure to exercise, nor a delay in exercising, by Bunnyshell of any of the rights under the Agreement/law shall be construed as a waiver of such right and no singular or partial exercise of such right shall prevent further exercise of such right or the exercise of any other right.
14.5 Any waiver by Bunnyshell of any right or remedy under the Agreement shall be valid only if made in writing. Unless expressly provided otherwise, any waiver shall be effective only for the purpose it has been given for.
14.6 If any provision of the Agreement is declared illegal, invalid or inapplicable, in whole or in part, under the applicable law, such provision or part thereof shall be deemed, to such extent, as not part of the Agreement, and the legality, validity and applicability of the remaining provisions of the Agreement shall not be affected thereby. In such a case, the Parties shall use best efforts within a reasonable timeframe to replace the provision deemed to be illegal, invalid or inapplicable with a provision with the same purpose, which is legal, valid and applicable.
14.7 This Agreement, including all exhibits and addenda hereto, together with the documents referred to herein, and the Service Level Agreement (if applicable) shall constitute the entire agreement between the parties and supersedes all prior agreements, proposals or representations, written or oral, concerning its subject matter.
14.8 Either Party shall not be liable for any delays or non- performance of its obligations (except obligation to pay amounts due under the Agreement) by a force majeure event, as defined by applicable law (including acts of God, labour disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war).
15. Definitions
“Bunnyshell Content” means Content we make available in connection with the Services or on Bunnyshell Site, to allow access to and use of the Services, including (i) associated application programme interface, (ii) Documentation (rules), (iii) Knowledge base, including any of the foregoing that are provided by Bunnyshell personnel, e.g. via email correspondence//chat platform. Bunnyshell Content does not include Third-Party Content.
“Content” means software (including machine images), data, text, audio, video or images. “Client Account Information” means information about the Client that the Client provides to us in connection with the set-up or administration of Client Account. For example, Client Account Information includes names, usernames, phone numbers, email addresses and billing information associated with your Client Account.
“Client’s Content” means Content that the Client or any End User transfers to Bunnyshell Platform/Client Account for Services provision or otherwise in connection with your Client Account, as well as any results that you/any End User derive from the foregoing, in the Bunyshell Platform, through the use of the Services; Client’s Content does not include Client Account Information. The Client bears all responsibility related to Client’s Content (including in case the Client incorporates Third Party Content into Client’s Content).
“Documentation” means the user guides and admin guides (in each case exclusive of content referenced via hyperlink) for the Services, available at Bunnyshell Site / Special Terms, as such user guides and admin guides may be updated by Bunnyshell from time to time.
“Service” means each of the web services made available by Bunnyshell, the Bunnyshell Content and any other service provided by us under the Agreement; each Service has the description on Bunnyshell Site and, if applicable, in the Special Terms. Services are available both under monthly plans and as one-time services (e.g. cloud migration). Services do not include Third-Party Content.
“Bunnyshell Marks” means any trademarks, service marks, service or trade names, logos, and other designations of Bunnyshell and/or its affiliates/products/services, that we may make available to you in connection with this Agreement.
“Service Data” means Service usage data related to Client Account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
“Service Level Agreement” means all service level agreements that we offer and expressly undertake with respect to the Services, as they may be updated by us from time to time.
“Special Terms” means the terms and conditions specifically agreed by the Parties under Annex/addenda to the Agreement; they shall prevail in case of discrepancies with these T&C for Clients.
“Third-Party Content” means Content made available to you by any third party indicated on Bunnyshell Site or in relation/conjunction with the Services.