PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE OR CLICKING “AGREE” CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR ANOTHER ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT ON ITS BEHALF.
IF CUSTOMER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF ITS EMPLOYER, THEN CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS EMPLOYER’S BEHALF.
This agreement is concluded between Diginet Pro SRL (brand SERVICE e-Cont.md) and the Customer who agrees with these terms (Customer), collectively referred to as the “Parties” and individually as the “Party”.
e-Cont.md SERVICE may update these Terms of Service at any time, without prior notice, by posting a new version at https://e-cont.md/terms. If you do not agree with all the terms and conditions of these Terms of Service, you must stop using the Service; your continued use of the Service will signify your acceptance of these Terms of Service.
This Agreement has been drawn up in accordance with the requirements of the following laws of the Republic of Moldova:
1. SOFTWARE-AS-A-SERVICE. This agreement provides the Customer with access to Internet-based software and its use, as specified in the order and further described at the web address: e-Cont.md (hereinafter referred to as SERVICE or SERVICE e-Cont.md).
2. USE OF SERVICE:
2.1. Customer Owned Data. All data and logos uploaded by Customer remains the property of Customer, as between e-Cont.md and Customer (Customer Data). Customer grants e-Cont.md the right to use, publicly display and distribute the Customer Data for purposes of performing under this agreement. See the e-Cont.md FAQs (e-Cont.md/faq) regarding export of Customer Data.
2.2. Access and use of the Service by the Customer's employee: The Customer may allow its responsible managers to access the e-Cont.md SERVICE in accordance with the terms of this Agreement. The Customer (User) is responsible for compliance with this Agreement to its Buyers (Payers).
2.3. Customer Responsibilities: Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify e-Cont.md promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s Knowledge Base and applicable law.
2.4. Technical Support: e-Cont.md must provide customer support for the Service under the terms of e-Cont.md Customer Support Policy (Support) which is located at e-Cont.md/support, and is incorporated into this agreement for all purposes.
2.5. API: The e-Cont.md SERVICE provides access to its application programming interface (API) as part of the SERVICE for premium service packages and when paying for the SERVICE for a period of 1 year. Subject to the other terms of this agreement, the e-Cont.md SERVICE grants the Customer a non-exclusive, non-transferable, terminable license to interact with the API only for the purposes of the SERVICE, as permitted by the API.
2.6. 14-Day Trial Version. If Customer has registered for a trial use of the Service, Customer may access the Service for a 14-day time period for - Package - Midi (unless extended by e-Cont.md in writing on the Pricing page). The Service is provided AS IS, with no warranty during this time period. All Customer data will be deleted after the trial period, unless Customer converts its account to a paid Service.
2.7. Publicity: Each Customer is permitted to state publicly that such Customer is a Customer of the service. Each Customer agrees that e-Cont.md may include such Customer’s name and trademarks in a list of e-Cont.md customers, online or in promotional materials. Each Customer also agrees that e-Cont.md may verbally reference such Customer as a Customer of the service. Each Customer may opt out of the provisions in this section by contacting e-Cont.md Support.
3. DISCLAIMER. SERVICE e-Cont.md DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE e-Cont.md TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, e-Cont.md DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
4. DELIVERY OF E-INVOICE FOR PAYMENT AND NOTIFICATION SERVICES. The e-Cont.md SERVICE provides delivery of invoices for payment to Payers and notification (service notification) of both our Customers and Buyers of our Clients (Payers) using the following methods by E-mail, SMS and instant messengers.
The e-Cont.md SERVICE DOES NOT send advertising messages.
5. INTEGRATION WITH THIRD-PARTY IT SYSTEMS. The e-Cont.md SERVICE provides integration with third-party "IT Systems", including:
The list of all integrations with third-party IT systems is available HERE.
6. PAYMENT FOR THE SERVICES e-Cont.md: The Customer must pay all fees indicated in the order within 3 days from the date of receipt of the invoice for payment. The Customer is responsible for full payment for the entire list of services specified in the invoice, including all bank charges, taxes, VAT and other deductions. This Agreement provides for the possibility that one invoice may contain both payment for the use of the service within the selected service package, and additional requests / applications ordered by the Customer, which are governed by the terms of this Agreement and / or tariffs.
Payment in favor of the e-Cont.md SERVICE is carried out by direct bank transfer or online bank card.
7. MUTUAL CONFIDENTIALITY
7.1. Definition of Confidential Information: Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). e-Cont.md’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
7.2. Protection of Confidential Information: The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
7.3. Exclusions: Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
8. INTELLECTUAL PROPERTY:
8.1. Reservation of Rights: The software, workflow processes, user interface, designs, know-how, and other technologies provided by e-Cont.md as part of the Service are the proprietary property of e-Cont.md and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with e-Cont.md. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. e-Cont.md reserves all rights unless expressly granted in this agreement.
8.2. Restrictions: Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
8.3. Aggregate Data: During and after the term of this agreement, e-Cont.md may use non-personally identifiable Customer Data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
9. TERM AND TERMINATION OF THE AGREEMENT
9.1. Term: This agreement continues until all orders have terminated.
9.2. Mutual Termination for Material Breach: If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
9.3. Suspension for Non-Payment: e-Cont.md may temporarily suspend or terminate, or both, the Service if Customer’s payment on any invoice is more than 15 days past due. See the e-Cont.md FAQs (e-Cont.md/faq) for details.
9.4. Maintenance of Customer Data:
9.5. Return e-Cont.md Property Upon Termination: Upon termination of this agreement for any reason, Customer must pay e-Cont.md for any unpaid amounts, and destroy or return all property of e-Cont.md. Upon e-Cont.md’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
9.6. Suspension for Violations of Law: e-Cont.md may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. e-Cont.md will attempt to contact Customer in advance.
10. LIABILITY LIMIT:
10.1. EXCLUSION OF INDIRECT DAMAGES: e-Cont.md is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.
10.2. TOTAL LIMIT ON LIABILITY: e-Cont.md’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 6-month period prior to the event that gave rise to the liability.
11. INDEMNITY: If any third-party brings a claim against e-Cont.md, or requires e-Cont.md to respond to a legal process, related to Customer’s acts, omissions, data or information within the Software, Customer must defend, indemnify and hold e-Cont.md harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim or request.
12. GOVERNING LAW AND FORUM: This agreement is governed by the laws of the Republic of Moldova (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the state courts of Moldova, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
13. OTHER TERMS:
13.1. Entire Agreement and Changes: This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
13.2. No Assignment: Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
13.3. Independent Contractors: The parties are independent contractors with respect to each other.
13.4. Enforceability and Force Majeure: If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
13.5. Money Damages Insufficient: Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
13.6. No additional conditions. The e-Cont.md SERVICE rejects any additional terms that contradict this agreement, and the Service Customer undertakes not to put forward any additional terms that contradict the terms of this Agreement or any procurement document of the Customer.
13.6. No additional conditions: The e-Cont.md SERVICE rejects additional or conflicting conditions of any document related to invoices for payment, such as those that the User/Payer intends to pay or paid in favor of the Supplier/Seller, as well as those that the User pays for using the e-Cont.md SERVICE.
13.7. Order of precedence. In case of inconsistency between this agreement and the application or order of the User, the application / order prevails.
13.8. Survival of Terms: Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
13.9. Feedback. If the Customer provides e-Cont.md with feedback, suggestions, ratings, wishes or ideas (collectively referred to as "Feedback"), the Customer hereby warrants and agrees that the items submitted do not contain confidential or proprietary information, and the Custimer hereby provides the SERVICE e- Cont.md irrevocable, unrestricted, free and perpetual consent to use such communications for any commercial purpose, including all intellectual property rights associated with the Feedback.
14. UPDATES: We reserve the right to modify this privacy statement at any time, so please review it frequently. If we make material changes to this policy, we will notify you here and by email.