Terms

General Terms of Service (GTS) of Chamber Software , the official Chamber Software as a Service (SaaS) offering

Valid from 01 March 2013

This agreement is between:

– eCity LLC, a company incorporated under Texas law, with its registered office at 710 W. 23rd st, Houston TX 77008 USA

(hereinafter referred to by its online offers named “Chamber Software “).

and

– any natural person or legal entity, private or professional, under private or public law, intending to enter into an agreement for the provision of the Service rendered by the company eCity LLC (hereinafter the “Client”).

The GTS applies to all orders received by Chamber Software irrespective whether issued by professionals, merchants, companies or private individuals.

The information published on http://Chamber.Software and/or it’s affiliates are provided solely for indicative purposes and Chamber Software may change it at any time without prior notice. The Client’s acceptance of the GTS and the formation of the contract are materialized by the Client’s electronic signature when electronic orders are executed in the Control Panel for Online Services system owned by eCity LLC and published at https://Chamber Software .com/terms.html

The acceptance of GTS is also materialized when the Client uses the online services of ECity LLC.

Article I. Definitions

Browser: Software used to navigate IT networks and their databases and in particular the Internet.

Client Administrator: A competent person who exercise the administrating roles of Chamber Software .

Client: Any natural person or legal entity registered to use, whether on a free or paying basis of Chamber Software  software in accordance with the GTS.

Contract: Considered in its entirety, the Client’s Registration on ECity websites and related online help with a view to using Chamber Software in accordance with the GTS.

Chamber Software : All software services and packages offered by Chamber Software usable by Clients via Internet technology.

Hoster: Company to which Chamber Software sub-contracts the hosting of Chamber Software infrastructure and Clients’ databases.

Identifier: The collection of data corresponding to the “User ID” and “Password” that is necessary for each User to connect to the Chamber Software platform.

Password: The collection of characters and numbers (Fixed or One Time usable) that is associated to the User ID which is necessary for the Client’s connection to the Chamber Software platform.

Product and/or Service: Any SaaS types of products or services offered to the Client by eCity LLC on websites such as http://www.eCitycreative.com, http://www.Chamber Software .com and further websites where ECity LLC offers SaaS and where these services can be accessed. These websites collectively referred later as “eCity websites”.

Registration: Action performed by a Client, which consists of him submitting his details for the purpose of using one or more Chamber Software on a free or paying basis. Registration and the use of service is deemed to be equivalent to a Service Order.

User: Designation, by name, of a physical person using Chamber Software via an Identifier.

Article II. Execution, rates, payment

Section 2.01 – Services offered by Chamber Software

(a)   Chamber Software makes available to its Clients, on a free or paying basis, access to Chamber Software software delivered over the Internet and accessible via a web browser. Chamber Software Services offer its Clients the feature of paying only for the number of active users connecting created into their instance(s). In addition to making Software available, Chamber Software also make disk space available for each Client to store and access it’s data. The size of this disk space is explicitly defined in the “Pricing” page of the relevant ECity websites. If the storage capacity as specified by Chamber Software is exceeded, the Client will be billed in accordance with the GTS in force and with the rates published on the relevant ECity websites on the day that the excess is reported.

(b)   The Software may be modified by improvements or updates without prior notice to Clients.

(c)   Chamber Software reserves the right to stop providing any particular Service. Clients will be warned thereof by all available means and will continue to have access to such Service for the remaining period of the contract or will have at least two months’ prior notice before access to the Service is definitively suspended. Under no circumstances may Chamber Software be used to replace a Client business function. Recommendations provided by Chamber Software are solely for indicative purposes relating to Software usage and may not be construed as recommendations regarding the organization or management of the Client’s business activities.

Section 2.02 – Access to Services

Access to the Services provided by Chamber Software requires the Client to register on the relevant website of ECity websites and to accept these GTS.

(a) Creation of Client Account

For any Service order to Chamber Software , the Client must create a Client Account including his details that must be accurate and kept up to date.

(b) Order confirmation

Chamber Software will immediately confirm to the Client by SMS and/or email that it has received the order and that the Service has been implemented under the terms described below.

(c) Order execution

The Service will be made available to the Client after Chamber Software has activated the Client Account.

(d) Access to Services, Identifiers

once activated, the Services are accessible via the links sent by email to the Client with unique identifiers from Chamber Software  that allow him to connect to his instance(s). Chamber Software can at anytime audit the way the Client is connecting to the system. If an unreasonable usage is done of the Identifiers, meaning too many connections are done on a same Identifiers from multiple Users, Chamber Software can invoice those additional Users and/or suspend the account should the Client refuse to pay for the unreasonable usage of their instance(s). The Client acknowledges that the techniques used by Chamber Software are grounded in a complex area of information technology. Chamber Software ‘s commitment is a best-endeavors obligation to limit as much as possible the duration and number of service interruptions for maintenance or upgrade. It is therefore the Client’s responsibility to safeguard against such risks. Chamber Software shall not be held liable for any consequential damages the Client may suffer due to unavailability of Services. Chamber Software reserves the right to disallow on its servers any files imported by the Client that may be judged technically incompatible with the servers or harmful to their performance.

(e) Management of Additional Identifiers

Upon registering and opening a Client Account, a single Identifier is created for the Client. However, the Client may, if he wishes, create additional Identifiers to provide access for more than one person to the Services made available to the Client including access to his data. The Client Account Administrator can create and delete them at any time by connecting to his instance administration tool on address confirmed by email to him after registering. Creating or deleting additional Identifiers does not change the registration data or the contractual period. An unlimited number of additional Identifiers can be created. However, Service usage by all the Users created by the Client will be billed in accordance with the rates in force, as shown on ECity websites. The Client is responsible for ensuring that its Users are aware that they use the subscribed Services on a paying basis.

(f) Changes to Registration

When using Chamber Software Services, the Client has the right to change his Registration details on his Personal Space.

Only the Client and the Client’s Account Administrator of Chamber Software are authorized to change any Registration details. Registration changes can also include subscriptions to other Services and/or termination of existing subscriptions.

Registration changes can involve changing the amount of Services billed to the Client each month. If a Client cancels all his Registrations, Chamber Software shall consider this decision to be equivalent to a termination of the Contract. In such a case, all possible unpaid invoices remain due for payment and all Client’s data will remain stored in servers providing Chamber Software  SaaS for 28 days.

Section 2.03 – Rates, Billing

(a) Rates

The rates for the Products and Services provided by Chamber Software are shown on Chamber Software website. Chamber Software reserves the right to make promotional offers that are valid for a period explicitly stated on its website and such promotional offers may not be construed as part of its rate structure. Rates are expressed in USD and exclude taxes. The amount billed to a Client will therefore be increased by the taxes applicable as at the billing date. Chamber Software reserves the right to change its rates at any time without prior notice. Clients will be informed by email, and/or online, of changes to rates. New rates will take effect for new Clients at the time that they register, and for existing Clients when the new rates are put in place.

** Chamber Software reserves the right to levy immediately any new tax or increase in existing tax rates. The rates shown on ** Chamber Software ‘s website do not include the cost of Internet access or the cost of telephone lines, these being costs that the Client must bear separately. The Client is responsible for his own Internet connection.

** Chamber Software will not be held liable for the quality of the connection offered by the Internet Service Provider.

** Standard services provided by Chamber Software are payable in advance at the beginning of the month in which the service is used. The Client is solely responsible for paying all sums due under the Chamber Software contract. The parties expressly agree that, unless a specific request is made with sufficient notice to and agreed by ECity LLC in writing, the non-payment of all or part of any bill when due under this contract will automatically and without prior notice:

* require the immediate payment of all sums remaining due by the Client under the contract, irrespective of the agreed payment method;

* suspend all services in progress to the Client, of any type, without prejudice to ECity LLC right to terminate the contract;

* disqualify the Client from subscribing to new services or renewing existing ones;

* allow ECity LLC to suspend the Client Account and delete all Client User data in 30 days following the due date of unpaid.

(b) Billing

Chamber Software will issue a bill based on the subscribed Services and usage. Throughout the period of the Contract, Chamber Software will provide information about the Client’s and Client Users’ usage of Services via Chamber Software control center. Clients may pay bills by the following methods:

** By credit card: Payable upon receipt of the Control Panel of ECity LLC independent, payment platform processed by secure payment processing partner of ECity LLC

** By automated credit card debit: When the Client allowed the secure payment processing partner of ECity LLC to store his financial details in a secure way so they do not have to enter them again for future orders/payments with ECity LLC SaaS, the Client also agrees Chamber Software to debit his credit card monthly based on the number of active users in his instance(s).

** All bills (pro forma/order form or otherwise) issued by Chamber Software are payable within 10 days unless otherwise agreed in writing by the Parties. In the event of payment default, Chamber Software reserves the right to suspend the Client’s access to its Services until the full amount due is paid. In addition, Chamber Software reserves the right to terminate the Contract.

** The Client agrees to inform Chamber Software of any change to its postal or bank details or any information necessary for the proper execution of the Services offered by Chamber Software . Any bill that remains unpaid after the due date is charged interest, automatically and without prior notice, at one-and-a-half times the prevailing prime rates of the applied currency.

** Any disagreement by the Client concerning the bill or the nature of the Services must be explained and sent via the email support service of ECity LLC or sent to ECity LLC in a registered letter incorporating a receipt acknowledgment within 15 days from the issue date of the bill (or pro forma bill). In the absence of such letter, the Client is deemed to have accepted the bill. All ECity LLC bills (and pro forma/order form bills) are available to the Client online through his control center.

Article III. Period, Renewal, Termination of Contract

Section 3.01 – Period and Renewal

The Contract takes effect on the day that the Client registers on the ECity websites. The Contract will be for 1 year and will have to be renewed at the end of the year.The Contract will be tacitly renewed by the payment of the previous bill.

Section 3.02 – Contract Termination by the Client

The Client may choose to cancel the Contract at any time subject to one month’s prior notice before its end date and/or renewal date. The Client can cancel the contract in either of two ways:

** By connecting via his Identifiers to his Chamber Software Account Administration through the control center interface or to a tool provided for this purpose;

** By sending a registered letter incorporating a receipt acknowledgement, to the registered office of ECity LLC. The Client’s termination may take effect in the current contractual period. The Client must pay all amounts due to the Company as at the effective termination date. If a payment made by the Client for an amount due is rejected, ECity LLC may consider the Client to have terminated the contract as at the payment due date.

** ECity LLC agrees to safeguard the data of the Client whose contract has been terminated for a period of 28 days after the effective termination date, after which Chamber Software can destroy the data without incurring any claim for damages from, or being liable for compensation to, the Client.

**Any sums due for services related to usage of Chamber Software Products and Services will remain due and must be paid by the Client within 15 days following the Contract termination date.

Section 3.03 – Contract Termination for Other Reasons

Chamber Software reserves the right to unilaterally terminate the Contract at any time if the Client does not comply with its contractual or legal obligations. The Client will be informed thereof by registered letter incorporating a receipt acknowledgment and will have access to the Service for a maximum of 15 days from the date it receives the registered letter. Chamber Software will store the Client’s data for 28 days after which Chamber Software may destroy the data, for which the Client may not claim any damages or compensation.

Article IV. Chamber Software Warranties, Obligations and Liabilities

Section 4.01 – Chamber Software Warranties

(a)   Chamber Software does not guarantee the performance of the Services that it offers. The Chamber Software Software made available to the Client is considered “as it is”, which means that it has not been specifically adapted to any particular purpose. The standard versions of this Software meet a certain number of requirements but may not cover all the specific needs of any particular Client. The Client is therefore responsible for verifying that the access services to the software that Chamber Software offers meets their actual needs and is responsible for ensuring all necessary precautions.

(b)   Chamber Software does not guarantee that the Service will be free of anomalies or errors, or that any    anomalies or errors will be corrected, or that the Service will operate without interruption or breakdown, or that it is compatible with any particular hardware or configuration other than that expressly stated by Chamber Software .

Section 4.02 – Chamber Software Obligations

(a) Access to Services

The Client acknowledges that Chamber Software delivers services grounded in complex information technology and that therefore Chamber Software ‘s contractual commitment is on a best-endeavors basis. Under this commitment, Chamber Software  agrees to take all possible steps to provide a quality service in accordance with best industry practice and the state of the art. Chamber Software will strive to provide 24/7 access every day of the year except in the case of force majeure as defined in the “Force Majeure” section below, in the event of breakdown, hoster failure, or maintenance necessary for the proper operation of Services and equipment. Chamber Software will take all possible steps to provide sufficient quality access to track changes in Client Service traffic. If traffic increases too rapidly, Chamber Software may be subject to delivery delays necessary for installing equipment or Internet lines or writing new Software. The Client acknowledges that the Software used on the server platform is grounded in a particularly complex field of information technology and that with the current state of knowledge it cannot be definitively tested nor proven by experience to cover all usage possibilities. The Client therefore accepts the risk that the server platform may be imperfect or unavailable without such imperfection or unavailability implying tolerance on the part of Chamber Software .

(b) Service Interruption

Service will be interrupted for software updates (for example, installation of new software, installation of a new version of software including important changes to the database, etc) no more than twice a month. If absolutely necessary, eCity LLC reserves the right to interrupt service to carry out technical maintenance or improvement to ensure the proper operation of its Services irrespective of the time and duration of the intervention. Service interruptions do not give Clients the right to claim for damages.

(c) Backups

Chamber Software undertakes to take all reasonable precautions to ensure the material protection of data. However, Chamber Software will not be liable for any loss of Client data.

Section 4.03 – Chamber Software Liability

Under no circumstances will Chamber Software be held directly or indirectly liable for any harm caused to the Client or to a third party due to:

** the use of data accessible via the Internet

** the use of the Chamber Software Service, irrespective of the cause

** a failure caused by the Client improperly using the Service

** the unavailability or malfunction of a Service irrespective of the cause of the delay.

Chamber Software will therefore not be liable for direct or indirect, tangible or intangible harm caused by the use of a Service. The Client is free to subscribe to insurance covering this type of risk. Chamber Software Clients and Users release ECity LLC, its sub-contractors and partners from all liability. In the event that Chamber Software were to be held liable, any compensation may not exceed the amount of services billed for the offending Product or Service. The Client declares that it is fully aware of the risks and usage limits of the Internet. Chamber Software may not held liable for any of the following:

** Viruses contaminating the Client’s data or software, the Client being responsible for protecting itself against viruses.

** Malicious intrusion by third parties into the Services subscribed by the Client, despite reasonable security measure put in place by Chamber Software .

** Fraudulent use of passwords, confidential codes or any confidential information that may affect the Client.

Article V. Client Obligations

(a) The Client hereby confirms that it has the necessary power, authority and ability to agree and execute the obligations in this contract.

(b) The Client agrees to communicate to Chamber Software , at registration and at any change of registration, accurate and updated personal or corporate details.

(c) The Client is fully and solely responsible for the use of Identifiers necessary to use the Chamber Software Services to which it subscribes. Chamber Software will not be held liable for any illegal or fraudulent use of Identifiers made available to the Client. Identifiers and their disclosure are considered to be confidential. The Client, to the exclusion of Chamber Software ,

is solely responsible for any suspected disclosure of a password whether intentional or not.

(d) The Client agrees to inform Chamber Software within 48 hours of any change concerning its situation and within 24 hours of any loss of password.

(e) The Client is fully and solely responsible for the data that it transfers and interrogates in the Chamber Software and that is made available to all Administrators and authorized Client Users. The Client agrees to comply with all legal and regulatory provisions in force, in particular those relating to information technology, files, data privacy and intellectual property, as well as third party rights, and in particular to make all required declarations to data protection authorities. The Client is therefore solely liable for the use of the data that it distributes and which it consults via the ECity websites and its sub-domains.

(f) The Client declares that it fully accepts all the legal obligations arising from ownership of its Services, and ECity LLC SaaS may not be involved in this respect for any reason whatsoever, in particular in the event of a violation of laws or regulations applicable to the Client’s services. Non-compliance by the Client of the points cited in GTS and the points cited in the special terms and in particular any activity that may incur civil and/or criminal liability will give Chamber Software the right to immediately and without prior notice suspend its Services to the Client and automatically and immediately terminate the Contract, without prejudice to the right to any damages and interests that Chamber Software may pursue.

(g) The Client must use Chamber Software Software in accordance with the specifications in the GTS or in online help for the Software provided.

(h) The Client acknowledges that it has verified that the Service is adequate for its needs and that it has received all necessary information and advice from Chamber Software to subscribe to this Contract under all circumstances. Moreover, the Client acknowledges that it has been fully informed by Chamber Software of the extent of its contractual obligations under the terms of this Contract.

(i) The Client acts as an independent entity and consequently assumes all risks arising from its activity. The Client is solely responsible for the Services subscribed, the content of the information and files transmitted, distributed or collected, their use and update.

(j) Any claim and/or dispute by the Client against Chamber Software must be submitted by the Client no later than 48 hours after the originating event, failing which it will lapse. The Client expressly agrees not to transfer, on either a free or paying basis, any or all of the rights and obligations it holds under this Contract.

Article VI. Force Majeure

For purposes of this GTS, force majeure is defined as an unforeseen and/or inevitable event beyond the control of Chamber Software such as, for example, a hoster failure. If force majeure prevents, restricts or disrupts the execution of the Contract, or any Chamber Software obligation under the Contract or this GTS, Chamber Software will be released from executing the contractual obligations concerned. In such a case, Chamber Software may request that this Contract be cancelled, with no obligation to pay any damages and with the right to all sums due as at the date of the termination request.

Under all circumstances, the defaulting party suffering the force majeure must keep the other party informed of the likelihood of such force majeure ending or recurring, and the obligations arising under this Contract will be suspended for the period of the force majeure.

Article VII. General Provisions

Section 7.01 – Severability

(a) This Contract supersedes all other previous offers and agreements concerning the same subject. The nullity of one of the clauses of the Contract due to a law, regulation or ruling of a competent court in a dispute will not nullify the remaining clauses of the Contract, which will continue with full force and effect on both parties.

(b) No provision of this Contract shall be deemed to have been set aside, enhanced or amended by either party unless such change has been issued beforehand in writing and signed by the authorized employees or agents of the parties as an addendum to this Contract expressly citing the decision to set aside, enhance or amend the application of said contractual clause.

(c) Chamber Software ‘s failure to invoke a particular clause of this Contract at any given time, and/or the Client’s failure to execute a particular contractual obligation, cannot be interpreted as a waiver by Chamber Software of its right to invoke any contractual clause or obligation. Notifications and communications in the execution of this Contract must be sent to the parties’ respective registered offices.

(d) Consequently, no special terms may supersede the GTS unless formally agreed in writing by Chamber Software . Any contrary provision invoked by the Client shall not apply to Chamber Software unless Chamber Software has expressly agreed thereto, irrespective when it was brought to the latter’s attention.

Section 7.02 – Communications

For all electronic message exchanges of information between the Client and Chamber Software , the date and time of the Chamber Software server will be definitive. Such information will be stored by Chamber Software for the entire period of the contractual relationship with the Client. All notifications and communications pursuant to the General Terms shall be considered duly delivered if sent by registered letter incorporating a receipt acknowledgment, to:

– For ECity LLC : 710 W 23rd st Houston TX 77008

– For the Client: The postal address and/or email address provided to Chamber Software

Section 7.03 – Advertising and Promotion

Chamber Software may refer to the services provided to the Client and its commercial documents for advertising purposes, shows, conferences and specialized publications in professional circles.

Article VIII. Applicable Law and Jurisdiction

Section 8.01 – Applicable Law

This contract is governed by the State of Texas law in both form and substance, excluding any provisions of the State of Texas law that may run contrary to this Contract.

Section 8.02 – Data Protection

Clients and prospective Clients who have sent personal data to Chamber Software have the right to access, correct, amend and delete the information relating to them. All Clients and prospective Clients can exercise this right by writing to ECity LLC SaaS’s registered office: ECity LLC., 710 W 23rd st Houston TX 77008 USA

Section 8.03 – Jurisdiction

In the event of a dispute with a Client who is not considered to be a consumer within the meaning of the Texas Consumer Code, jurisdiction is expressly assigned to the Arbitrary Court of Texas, notwithstanding a plurality of plaintiffs or introduction of third parties, including urgent or preventive measures, by application for summary proceedings or by repetition.

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Chamber Software is a trademark of ECity LLC.