Thank you for using our Website and Services.  We look forward to building a lasting relationship.

This site is owned and operated by SouthEnd Properties, LLC.  When we refer to “us”, “we” or “our” we mean SouthEnd Properties, LLC.  When we refer to “you” or “your” we mean you.

Please read this document and all linked Policies carefully.  Together they form an agreement between . Your access to and use of the Service is conditioned on your acceptance of and compliance with this Agreement.  If you do not agree to all of the provisions of the Agreement then you may not use our Site or our Services.

These Terms of Service, together with all linked policies and any applicable agreements required for any specific Service (collectively “Agreement”), form a binding contract, effective as of the date of your first use of our Site or any relevant Service.  Your use of our Site or Services constitutes your continued consent to our Agreement.  

This Agreement applies to all visitors, users and others who access or use our Site/Services.  You warrant that you are at least of majority age and are legally capable of entering into binding contracts.  If you are under the age of majority, you warrant that you have obtained consent from your parent or legal guardian and that they have agreed to be bound by these Terms on your behalf.

This Agreement, along with all rules, regulations and policies and any applicable agreements required for any specific Service (collectively, “Agreement”), is executed and enforceable in the English language.  Any translation provided to you is for convenience purposes only, and, to the fullest extent permitted by applicable law, in the event of any conflict between the English and translated version, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (1) both language versions shall have equal validity; (2) you acknowledge that you have reviewed both language versions and agree that they are substantially the same in all material respects; and, (3) in the event of any discrepancy between the two versions, while the translated version may prevail to the extent required by law, its interpretation shall be consistent with the intent of both you and us as expressed in the English.

Accounts

You must create an Account in order to access some features of the Site or use some of the Services. You represent and warrant to us that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. You agree to notify us within five (5) business days if there has been a change in any previously provided information and your failure to do so will, at our election, be a material breach of this Agreement and we will thereafter have the absolute right, in our sole discretion, to terminate any Services and close your account.  If we have reason to believe that any part of the Account information you provide is untrue, inaccurate, out-of-date or incomplete, we reserve the right, in our sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs regarding your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, payment method(s), payment providers, and any password.  For security purposes, we recommend that you use a secure password, change it regularly, and keep it secure and undisclosed.  You must notify us immediately of any breach of security or unauthorized use of your Account.  Notwithstanding your notification to us, we will not be liable for any loss you incur due to unauthorized use of your Account.  You, however, may be liable for any loss us or to others as a result of unauthorized use of your Account, regardless of the manner or means used by anyone to gain unauthorized access to your Account.

In selecting your username, please remember that you cannot use the name of a person or entity that you do not have rights to use.  Your name may not be comprised of or include any words that are offensive, vulgar or obscene.

Your failure to abide by these terms constitutes a breach of the Terms and may, in our discretion, result in the suspension or termination of your account on our Service.

User Content – Privacy Policy

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("User Content"). You are responsible for the User Content that you post to the Service, including its legality, reliability, and appropriateness.

By posting User Content to the Service, you grant us the right and a world-wide, royalty-free, perpetual license to use, modify, publicly perform, publicly display, reproduce, and distribute such User Content on and through the Service.  You agree that this license includes, without limitation, the right for us to make your User Content available to other users of the Service, who may also use your User Content subject to these Terms.  Aside from the rights granted to us, you retain any and all of your rights to any User Content you submit, post or display on or through the Service and you are responsible for protecting those rights.

You represent and warrant that: (1) the User Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (2) the posting of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.  Further, you represent and warrant that: (1) the User Content will not cause you or us to breach any law, regulation, rule, code or other legal obligation; (2) the User Content will not or could not be reasonably considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy; (3) the User Content will not be unsolicited, undisclosed or unauthorized advertising; (4) the User Content does not contain software viruses or any other computer code, files, or programs that are designed to, or that could, interrupt, destroy, or limit the functionality of any computer software, hardware or telecommunications equipment; and, (5): the User Content does not bring us or the Service into disrepute.

You agree that we may ask you for documentation or other evidence of your compliance with the above, including your ownership and non-infringement of any User Content.  If requested you agree to timely provide us with such documentation and evidence, at your own cost.

We are under no obligation to regularly monitor the accuracy or reliability of your User Content incorporated into the Service. We reserve the exclusive right (but not the obligation) to, acting in our sole discretion, modify or remove any User Content at any time.

You acknowledge and agree that all User Content you provide on the Service will be publicly available to other users and visitors of the Site, and you bear the risks involved with such public disclosures.

Privacy

Your privacy is important to us.  Our Privacy Policy, as it may be amended from time to time, sets out your rights and our responsibilities with regard to your personal information.   It is incorporated within this Agreement and can be found HERE You represent and warrant to us that you have read and agreed to the Privacy Policy.

You agree that as user having contributed any User Data, you are considered to be the data controller, and we act as data processor on your behalf, acting with the rights and obligations set out in our Privacy Policy.  All processing by the service of the personal data and other data provided by any user shall be in accordance with our Privacy Policy.  We may delete any data that in our sole discretion constitutes a breach of the aforesaid undertaking by the Customer, and the Customer will not be entitled to any compensation in that respect.

General Rules of Conduct

You agree that you will use the Site and Services in compliance with this Agreement (and policies or agreements which are incorporated herein) and will not use, promote or encourage the use of the Site or Services:

·       To collect or harvest, or permit others to collect or harvest, any content, whether or not containing non-public or personally identifiable information

·       In a manner we determine is contrary to applicable laws, rules or regulations to which you or we may be bound:

·       To engage in child pornography or exploitation of children;

·       To engage in terrorism, violence against people, animals or property;

·       To engage in any spam or other unsolicited bulk email, or computer or network hacking, cracking or denial of service attack;

·       To interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which you do not have authorization or to access at a level exceeding your authorization

·       In violation of the intellectual property rights of any person or entity;

·       To violate the privacy or publicity rights of any person or entity

·       To breach any duty of confidentiality that you owe to any person or entity.

·       To interfere with the operations of this Site or any Services; or,

·       To create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication;

·       To export, re-export or permit downloading of any message or content in violation of any export or import law, regulation or restriction of any applicable jurisdiction without all required approvals, licenses and/or exemptions;

·       To disseminate or install any viruse, worm, bug, Trojan horse or other code, file, or program designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware or obtaining passwords or confidential information of any person or entity.

Activities that violate or endanger system or network security are prohibited and may result in criminal and civil liability. Examples include, without limitation, unauthorized access, use, probe, or scan of a systems security or authentication measures, data or traffic. Interference with service to any user, host or network including, without limitation, mail bombing, flooding, forging TCP-IP packet or other header information.

You will not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any content) or enforce limitations on the use of this Site or the Services found at this Site, or any content found therein.

You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.

Except as may be permitted under your limited license (see below), you will not copy or distribute any part of this Site or the Services without our express written authorization.

You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.

You will not re-sell or provide the Services or related technologies for a commercial purpose, without our express written authorization.

You are aware that we may from time-to-time call or email you about your account, and that, for the purposes of training, technical compliance and as a part of our record keeping in providing Services that you request, any and all call(s) and emails may be recorded and retained.  Subject to any applicable laws and our restrictions and obligations thereunder, as well as our Privacy Policy, you consent to such recording and our retention of such records for the period set out in our Privacy Policy.  You further acknowledge and agree that, to the extent permitted by applicable law, we may submit any such recording(s) and emails (and other relevant documentation) in any legal proceeding in which we are a party.

In the event we, in our sole discretion determine you have, directly or indirectly, violated the provisions of this Section, we may, in addition to all other remedies, suspend or terminate your access and/or Services, without refund or liability.

Content Monitoring; Termination Policy

We typically do not pre-screen or review content you may have posted on our Site or that is posted on using our Services.  However, we do reserve the right (but undertake no duty) to do so.  If we review such content we may decide (in our sole discretion) that any such content is not appropriate and/or does not comply with this Agreement.  In such a case we may, again in our sole discretion, take any action deemed appropriate, including, without limitation, removing any item we deem inappropriate and/or suspending or terminating your access to this Site or to all or any specific Service (including those not related to the content at issue).  If we terminate your access to this Site or any Services, we may, in our sole and absolute discretion, remove and destroy any data and files associated with the Service, including, without limitation, that stored by you on any servers.  No refunds are provided if we limit, suspend or terminate your Account/Services for violations of this Agreement.

Storage, Backups & Security

You agree to back-up all content you publish or store using our Site or Services so that you can access and use it when needed. We do not warrant that we back-up any account or data you may publish or store using our Site or Services, and you agree to accept as a risk the loss of any and all of your content.  Backup Services may be provided as a cloud based solution and your data may be stored in one or more server locations inside or outside Europe.  You may subscribe to our Backup Services, in which case other terms may apply.

You are solely responsible for all acts, omissions and use undertaken and charges incurred with your account or password or in connection with the Site or any Services, including any content displayed, linked, transmitted through or stored using our Site or Services.  It is your sole responsibility to:

·      prevent any loss or damage to your content;

·      maintain independent archival and backup copies of your content;

·      ensure the security, confidentiality and integrity of your account and access to any content you provide or store using our Site or Services, including content transmitted through or stored on any servers; and

·      ensure the confidentiality of your password(s).

We do not undertake to archive our Site or Services and we shall have no liability to you or any other person for loss, damage or destruction of any content you may provide, publish or store using our Site or Services.  Our services are not intended to provide a PCI (Payment Card Industry) compliant environment and should not be utilized for such activities.

We undertake no commitment regarding the uptime of the Site or any Services and you agree that the Site and/or any Services may be inaccessible or inoperable for any reason, including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements; or causes beyond our reasonable control or that we do not reasonably anticipate such as telecommunication or digital transmission congestion, interruptions or failures, hostile network attacks, or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we therefor assume no liability to you or any other person or entity with regard thereto.

Discontinued Services

We reserve the right to stop providing or to change (materially or otherwise) our Site and any of our Services at any time.  We can do this for any or no reason, and without prior notice to you.

If we stop offering or providing any Service, we will attempt to notify you in advance, subject to our ability to do so.  It is your responsibility to take all necessary steps to replace the terminating Service with an alternative and taking steps to ensure your content and data is secure.  In any case we will either (1) migrate you or your account/Service to the most current version (or most substantially similar) Service, if available. You agree to take full responsibility for any and all loss or damage arising from any such migration; (2) provide a prorated in-store credit for use to satisfy other charges, or (3) provide a prorated refund representing the unused portion of your Service.

We will not be liable to you or any third party for any modification, suspension, or discontinuance of any Services we may offer.

Our Intellectual Property

The Service and its Original Content (excluding User Content), and all features and functionality of the Site or Services (“IP”), are and will remain our exclusive property or that of our licensors.  Such is protected by copyright, trademark, and other laws of both the United States and other countries.  In permitting you to access the Site and use of our Services, we are providing you with a limited, non-exclusive, revocable, non-transferable right to use our IP solely in connection with, and to the extent you are actually using, our Site and Services in a manner that is ordinary and customary and consistent with the Site or Services.  Subject to the rights of its creator, we also provide you with a limited, non-exclusive, revocable, non-transferable right to create, display, use, play, and download User Content subject to these Terms and in a manner that is ordinary and customary and consistent with the Services.  You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on any of our IP.  You may not modify any physical or digital copies of any User Content in any way, and you must not use any illustrations, photographs, video or audio, or any graphics separately from any accompanying text.  You may not use our IP, including our trademarks and trade dress, may not be used outside of your use of our Site or Services and in may not, absent our prior written consent, be used in connection with any other product or service not related to the Site or our Services. 

You agree to not reverse engineer, decompile (or otherwise attempt to discover the source code), alter or modify the software.  You agree you are not authorized to (and will not) combine the software with any other software program, create derivative works based upon the software and are not authorized to integrate any plug-in or enhancement which uses or relies upon the software except those we provide to you for such use. You acknowledge and agree that your use of content or software that is owned or controlled by third parties is subject to our agreement(s) with the third-party providers.  If this Agreement or our Site requires or requests that you consent to any agreement with a third party regarding your use of any content or software, agree to honor any such agreement. We may provide your personal information to third-party providers as required to provide you with access to the content or software.  Any software and services are provided to you “as is” without warranty of any kind either express or implied, including but not limited to the implied warranties or conditions of merchantability or fitness for a particular purpose.

We expressly reserve all rights not described as being licensed to you in this paragraph.  We may, in our discretion, suspend or terminate such licenses and/or your access to our Site or Services. 

We may, acting at any time and in our sole discretion, modify, change or discontinue the use of any content or software operating on our Site or used in connection with any Services, or Services.  In connection with any modification, you agree that you will faithfully cooperate in performing all steps necessary to install updates and that this Agreement (together with any third party software license agreement as to which your consent is required or requested) will continue to apply notwithstanding any update.

Any opinions, advice, statements, services, offers, or other information or User Content expressed or made available by any other users are those of the respective authors or distributors and not of us.

ou may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on any content or software. 

Links To Other Web Sites

Our Service may contain links to third-party web sites or services that we do not own or control.  If we provide links to external websites, these are provided as a convenience, and no such link implies our endorsement of any such linked website or materials.  You acknowledge and agree that you access any linked website or materials at your own risk and subject to whatever terms or conditions may apply to such websites or materials.  We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit

We have no control over, and assumes no responsibility for, any User Content, privacy policies, or practices of any third party web sites or services.

You further acknowledge and agree that we will in no event be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your access of any linked website or materials, or your use of or reliance on any User Content, goods or services available on or through any such web sites or services.

Termination

Without limiting any of the rights set forth elsewhere in this Agreement, we expressly retain the right to deny, cancel, terminate, suspend, or limit future access to your account, this Site or any Services to any user who engages in (1) any inappropriate or unlawful activities while using the Site or Services or (2) any activities which, in our sole discretion, constitute a violation of this Agreement or any applicable separate Services Agreement. 

Subject to any subscription agreement concerning Services, and subject to our Refund Policy, you may terminate your account or any Services at any time.  Termination of your account or Services may result in your loss of any User Content you may have provided and any content that you may have had access to as a result of such Services.  Termination may also result in your loss of any deposit or pre-paid amounts subject to our Refund Policy.  And, termination may, subject to any applicable subscription agreement, result in a continuing payment obligation. 

All provisions of the Terms which by their nature should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability, shall survive termination. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

If applicable law requires us to provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Service or by sending a communication to any address (email or otherwise) that we have for you in our records.

Disclaimers & Liability Limitations

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES IS AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”.  TO THE FULLEST EXTENT PERMITTED BY LAW WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL OF OUR THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES OF ANY NATURE, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUIT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SITE OR SERVICES DO NOT INFRINGE ON THE INTELLECTUAL PROPERTY OR OTHER RIGHTS OF OTHERS. NEITHER WE NOR ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE ANY REPRESENTATION OR WARRANTY AS TO (1) WHETHER OUR SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, FUNCTION AS INTENDED, OR THAT THE USE OF THE PROVIDED SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE OR ANY WEBSITE LINKED OR OTHERWISE ACCESSIBLE FROM THE SITE OR SERVICES; (2) ANY ADVERTISEMENT PUBLISHED ON THE SITE OR VIA THE SERVICES; AND/OR (3) ACCESSABILITY OR FUNCTION OF ANY SERVICES, WHETHER LOCATED AT OUR SITE OR ANY THIRD PARTY WEBSITE, AND WE ASSUME NO LIABILITY OR RESPONSIBILITY THEREFOR.

NO ORAL OR WRITTEN INFORMATION PROVIDED BY US, OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND/OR THIRD PARTY SERVICE PROVIDERS WILL CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

Limitation of Liability; Waiver and Release

IN NO EVENT SHALL WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ANY OF OUR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY OR ALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, PERSONAL OR PROPERTY INJURY, LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;) HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LEGAL OR EQUITABLE LIABILITY, INCLUDING, WITHOUT LIMITATION, WARRANTY, CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SITE OR SERVICES, EVEN IF WE (OR THE OTHER BENEFICIARIES OF THESE PROVISIONS) ARE AWARE OF OR HAVE BEEN, DIRECTLY OR INDIRECTLY, MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU FURTHER FULLY RELEASE, REMISE, AND FOREVER DISCHARGE US AND ANY OF OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR ANY OF OUR THIRD PARTY SERVICE PROVIDERS FOR, FROM AND AGAINST ANY AND ALL CLAIMS, LIENS, DEMANDS, CAUSES OF ACTION, CONTROVERSIES, OFFSETS, OBLIGATIONS, LOSSES, DAMAGES AND LIABILITIES OF EVERY KIND AND CHARACTER WHATSOEVER INCLUDING WITHOUT LIMITATION THOSE DESCRIBED ABOVE IN THIS SECTION.

IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY, DIRECTLY OR INDIRECTLY, EXCEED the lesser of (A) the amount we have received from you during the past twelve (12) calendar months in connectionwith services you have purchased, or (B) $1,000.00 EUROS. 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO ALL OR SOME OF THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.  HOWEVER, THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF, THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

Indemnification

You agree to protect, defend, indemnify and hold harmless us and our officers, directors, employees, agents, and third party service providers (collectively “Indemnitees”) from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by any Indemnitee directly or indirectly arising from (A) your use of and access to this Site or any Services; (B) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; (C) your violation of any third-party right, including without limitation any intellectual property or other proprietary right; and/or (D) any violation of any law, rule or regulation in any applicable jurisdiction. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or any Services.

Your Compliance With Local Laws

We make no representation or warranty that the content available on this Site or the Services are appropriate or legally compliant in every country or jurisdiction, and access to this Site or the Services from countries or jurisdictions where the Site’s content or Services is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations and we will not be liable to you or any third party for your failure to comply with such laws, rules or regulations.

Notices

You agree that any notices we are required (or able) to give to you under this Agreement will be deemed properly given if delivered in accordance with the information you have provided in connection with your account/Services.  Any such notice will be effective 24 hours following transmission.  Any notice provided by you to us must be forwarded to the Contact information set forth in this Agreement and will be effective if and when actually received.

No Agency Relationship

Nothing contained in this Agreement shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties hereto. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.

Final Agreement

This Agreement, together with all regulations and policies incorporated herein, as may be modified from time to time, constitutes the complete and exclusive agreement between you and us, and supersedes and governs all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us that specifically references this Agreement and contains an express intention to amend same.  For this reason you are cautioned that statements or comments that may be made to you, orally or in writing, in connection with the provision of Services, including communications from our help-desk, are not amendments and do not act to modify this Agreement.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 15 day’s notice prior to any new terms taking effect.

It is your sole responsibility to periodically check these Terms for any changes. If you do not agree with any of the changes to these Terms, it is your sole responsibility to stop using the Service. Your continued use of the Service will be deemed as your acceptance thereof.

Waiver

Any provision of this Agreement may be waived if, but only if, such waiver is in writing and is signed by the party against whom the waiver is to be effective.  The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

Enforceability

In the event that any provision of this Agreement shall be declared by a court of competent jurisdiction to be unenforceable or invalid under any applicable law it shall not affect or impair the validity or enforcement of any other provision of this Agreement and the offending provision shall be limited to the least extent possible to render it enforceable or otherwise give effect to the parties’ intentions

No Third Party Beneficiaries

Nothing in this Agreement or any rules, regulations or policies incorporated herein, shall be deemed to confer any third-party rights or benefits.

Successors & Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective and valid heirs, successors and assigns.

Assignment

Except as otherwise may be expressly set forth in this Agreement, you may not assign your rights or obligations and any attempt to do so (including by levy or operation of law) shall be void and without effect, and at our election constitute a breach of this Agreement.  We may freely assign all or any of our rights and obligations under this Agreement without notice and without your consent.

Contact Information

For any questions about this Agreement, please contact us by email or regular mail at the following address (which is for notice only and shall not be used for purposes of jurisdiction or venue):

 

Southend Properties, LLC - Legal Department

C/o Calle Balmes 173 2/2, 08006, Barcelona, Spain

Paul@law.es

Our DMCA agent is registered with the United States Copyright Offices and such other locations as may be required.

Our Data Control agent is, if required, registered with the appropriate authorities of the Luxembourg government and/or such other locations as may be required.

Other Rights Reservations

In addition to those stated elsewhere, we expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services for any reason (as we determine in our sole and absolute discretion), including but not limited to the following: (A) to correct mistakes we may make in offering or delivering any Services, (B) to protect the integrity and stability of, and correct mistakes made by, any third party, (C) assistance in fraud/abuse detection and prevention, (D) to comply with court orders and applicable local, state, national and international laws, rules and regulations, including requests of law enforcement or subpoenas; (E) to comply with any UDRP or other dispute resolution process, (F) to defend ourselves, or our officers, directors, employees, agents, affiliates, or service providers, against any legal or equitable action (existing or threatened) and without having to determine the merits of same; (G) in connection our efforts to avoid any civil or criminal liability on the part of ourselves or our or our officers, directors, employees, agents, affiliates, or service providers; or, (H) to respond what we determine to be an excessive volume or seriousness of complaints related to you or the manner in which you are utilizing this Site, your Account or any Services.

Governing Law

Any and all contractual agreements between us and you are exclusively governed by and construed in accordance with the laws of the State of Delaware, United States of America, exclusive of the conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods.

Social Media Integration Feature

When you utilize the integration feature to link your Account/profile to any social media account, you are linking the relevant data from your social media account to your Account/Profile and thereby become the controller of that data.  By undertaking the link you may be providing this data to your social media service provider.  By using this feature in our Site or Services, you agree to the terms and conditions imposed by your social media service provider and agree that you now are in a data controller and/or data processor relationship with your social media service provider.

Data Location

By using this Site and Service, you are agreeing to the use and storage of any personal data as set out in our Privacy Policy, including storage locations.  You agree that some or all of your personal data may be stored and processed in The United States of America and is not within the European Union to the extent necessary for the Service to function as intended and to reach the global audience you desire.

Additional Terms For German Customers Only

Any and all contractual agreements between us and you (with you meaning our commercial contract partner “Entrepreneur” in the meaning of section 14 German Civil Code) are exclusively governed by and construed in accordance with the laws of the country of the State of Delaware, United States of America, exclusive of the conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods.

CONSUMERS (ACCORDING TO §13 BGB) HAVE THE RIGHT TO WITHDRAW FROM THIS CONTRACT WITHIN FOURTEEN DAYS WITHOUT GIVING A REASON. THE REVOCATION PERIOD IS FOURTEEN DAYS FROM THE DATE OF THE CONTRACT. IN ORDER TO EXERCISE YOUR RIGHT OF WITHDRAWAL, YOU MUST INFORM US BY EMAIL OR REGULAR MAIL AT THE FOLLOWING ADDRESS (WHICH IS FOR NOTICE ONLY AND SHALL NOT BE USED FOR PURPOSES OF JURISDICTION OR VENUE):

 

Southend Properties, LLC - Legal Department

C/o Calle Balmes 173 2/2, 08006, Barcelona, Spain

Paul@law.es

BY MEANS OF A CLEAR STATEMENT (E.G. A LETTER SENT BY POST, FAX OR E-MAIL) ABOUT YOUR DECISION TO WITHDRAW FROM THIS CONTRACT. YOU CAN USE THE FOLLOWING TEMPLATE (NOT REQUIRED):

TO Southend Properties, LLC - Legal Department, Paul@law.es

• I, [state full name] HEREBY REVOKES THE CONTRACT ENTERED INTO WITH ZONAT, SA BY [state full name of customer] REGARDING THE FOLLOWING SERVICE(S)

·  SERVICE ORDERED: _________________________

·  DATE OF ORDER: _________________________

·  FULL NAME OF THE CONSUMER(S): _________________________

·  ADDRESS OF THE CONSUMER(S): _________________________

·  SIGNATURE OF THE CONSUMER(S)

·  DATE

TO COMPLY WITH THE WITHDRAWAL PERIOD, IT IS SUFFICIENT FOR YOU TO SEND THE NOTICE TO EXERCISE THE RIGHT OF REFUSAL BEFORE EXPIRY OF THE WITHDRAWAL PERIOD.

IF YOU WITHDRAW FROM THIS AGREEMENT, WE SHALL REIMBURSE YOU ALL PAYMENTS WE HAVE RECEIVED FROM YOU, INCLUDING DELIVERY CHARGES (EXCEPT FOR THE ADDITIONAL COSTS ARISING FROM CHOOSING A NON-STANDARD DELIVERY METHOD) WITHIN FOURTEEN DAYS FROM THE DATE ON WHICH WE HAVE ACTUALLY RECEIVED THE NOTIFICATION OF YOUR REVOCATION OF THIS CONTRACT.  REPAYMENT WILL BE AFFECTED USING THE SAME FORM OF PAYMENT THAT YOU USED IN THE ORIGINAL TRANSACTION.

IF YOU HAVE REQUESTED THAT WE COMMENCED RENDERING OUR SERVICES BEFORE THE END OF THE PERIOD TO WITHDRAW, WE RESERVE THE RIGHT TO CHARGE A REASONABLE AMOUNT EQUAL TO THE PROPORTION OF SERVICES ALREADY PROVIDED AT THE TIME OF REVOCATION.

Subscriptions

Some of our Services may be available only a subscription basis ("Subscription Service").  To subscribe you must provide us with accurate and complete billing information including full name, address, state, zip code, and a valid payment method information.  By submitting such payment information you are subscribing to the Subscription Service for the duration specified and you automatically authorize us (or our payment agents) to charge all Subscription Service fees incurred through your Account using any such payment instruments.  You may modify payment instructions through your Account management.

If you subscribe to a Subscription Service, you will be billed in advance on a recurring and periodic basis ("Billing Cycle"). A Billing Cycle is established on a monthly or annual basis, depending on the type of subscription plan you select when purchasing the Subscription Service.  You may cancel your Subscription through your Account management.  Cancellation must occur prior to renewal.

Unless timely cancelled, we will automatically renew your Services when they come up for renewal and will take payment in accordance with the designated payment method at our then current rates.  If for any reason we are unable to charge your account for the full amount owed for the Services provided, we may reduce the level or number of your Services and charge such lower amount as will be honored by your payment provider.  Should automatic billing fail to occur for any reason, you agree that we may issue you an electronic invoice and you must proceed with payment manually prior to the specified deadline. 

If we are charged a penalty in connection with any attempt to charge your payment provider, you will be responsible for such charge.  We may pursue all available remedies in order to obtain payment.  You agree that among the remedies we may pursue in order to effect payment, shall include, without limitation, immediate cancellation.

We may modify any Subscription Fee at any time and in our sole discretion.  Any change in Subscription Fees will become effective at the end of the then current Billing Cycle.  We will use commercially reasonable efforts to notify you before any change in Subscription fees so you have an opportunity to terminate your Subscription before the change becomes effective.  You agree that our efforts may be satisfied by notice to you using any of the contact information in your Account or by publishing the change on our Site.  If you continue to use the Subscription Service after the Subscription Service fee change becomes effective, then you will have agreed to the new Subscription Service Fee and agree to pay the new amount charged for the Subscription Service.

Although pricing is generally established based on the applicable Service, we reserve the right to differentiate pricing among our customers on any basis, acting in our sole discretion.  We reserve the right to change pricing at any time and any new pricing will be posted on our Site and will be effective immediately.  If you have purchased Services on a periodic subscription, any new pricing will become effective automatically upon renewal of the subscription period

Free Trials

In our sole discretion, and from time to time, we may offer a Subscription Service as a free trial for a limited period of time.  To take advantage of such offers you must provide the same payment details as you would otherwise provide for any Subscription Service.  If you sign up for a free trial you will not be charged until the limited period has expired.  Upon expiration of the free trial period, you will be automatically charged the then applicable Subscription Service Fee and the provisions of the Subscription Services section shall thereafter apply.  You understand and agree that any free trial is provided to you as a courtesy and we may modify the terms or conditions of the offer, or cancel/terminate the offer at any time, in our sole discretion.

BETA SERVICES

We may, from time to time, offer Services in a “beta” version which is generally a pre-release version not yet available to the general public (“Beta Services”).  If you opt to use any of our Beta Services, your use is subject to the additional terms and conditions set out in this Section.

All Beta Services are pre-release versions and may not work properly.  Your use of the Beta Services may result in operational failures.  All Beta Services are provided as-is and without any form of warranty or representation and we do not recommend using them if you cannot sustain the risks of complete loss of functionality or loss or corruption of data.  We reserve the absolute right to modify, change, or discontinue all or any part of any Beta Service at any time, without notice or liability therefor.  If any Beta Service is subsequently released to the general public as a Service, you assume the risk that the commercial version may have changed substantially from the Beta Service and/or that the commercial version may not be compatible with the Beta Service or any programs used in connection therewith.  We may limit or eliminate customer service for any Beta Service.  In exchange for your access to the Beta Service, you agree to provide feedback regarding your experience in using the Beta Services, providing such feedback in the format and detail reasonably requested by us.

You agree that we can freely your all or any part of your feedback for any purpose, including product development purposes or inclusion within publicity, press materials and marketing collateral.  Any agree that any intellectual property inherent in your feedback or arising from your use of any Beta Service shall be owned exclusively by us and you hereby assign to us all rights thereto.  You that any information regarding your use of any Beta Service, including your experience with and opinions regarding the Beta Service(s), is confidential, and that although we may disclose same, you may not do so other than providing us with the feedback.  Any Beta Services are provided “as is”, “as available”, and “with all faults”. To the fullest extent permitted by law, we disclaim any and all warranties, statutory, express or implied, with respect to any Beta Services including, but not limited to, any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

Refunds

Except to the extent required by law, paid Subscription fees are non-refundable.

Accounts will be automatically closed upon cancellation/termination of all Services.  Even if otherwise eligible for a refund under our standard or specific policies, no refund will be made if notice is provided after the date your Service is cancelled or terminated for any reason.

Affiliate Payments

Some of our Services provide for a revenue sharing in which we receive a portion of all revenues earned as a result of your use of our Services.  By way of example, and without limitation, if your Account includes a link to a third party provider, you agree that we may enter into relationships with such third party providers and receive compensation in connection with some or any activities conducted on such third party site by any person who activates the link.  We may also charge other users of the Site or Services with whom you interact or share data/resources.  Unless otherwise agreed you will not be entitled to any portion of payment(s) we may receive from such third party providers or users.