These terms and conditions including all linked documents ("Agreement") are entered into by esaqa GmbH, Tiergartenstr. 13, 91247 Vorra, Germany ("esaqa") and the entity or person agreeing to these terms and conditions ("Customer") and govern Customer's access to and use of Psono and all online Services, licenses and its corresponding software (all together "Services") that can be obtained on psono.com.
2.1 esaqa may make Services available to Customer, including third-party services.
2.2 esaqa may modify Services from time to time.
2.3 esaqa may modify this agreement from time to time including pricing (and any linked documents) with an appropriate notice of at least 4 weeks.
2.4 Unless otherwise agreed Customer must have an account to use Services and sole responsible for the provided information, security of is authentication credentials and use of its account.
2.3 Customer may only use the Services if agreeing to these terms and condtions.
3.1 Either party may terminate this Agreement if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.
3.2 esaqa reserves the right to terminate the provision of the Services to a Project upon 30 days' advance notice if, for a period of 60 days (a) Customer has not accessed the psono.com or the Project has had no network activity and (b) such Project has not incurred any Fees for such Services.
3.3 Customer may stop using the Services at any time. Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. esaqa may terminate this Agreement for its convenience at any time with 30 days' prior written notice to Customer.
esaqa may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.
5. Customer Obligations
5.1. Customer will (a) ensure that Customer and its end users' use of the Services complies with the Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify esaqa of any unauthorized use of, or access to, the Services, account, or Customer's authentication credentials of which Customer becomes aware. esaqa reserves the right to investigate any potential violation of the Acceptable Use Policy (AUP https://psono.com/acceptable-use-policy/) by Customer, which may include reviewing Customer applications, customer data, or projects.
4.2. Customer is responsible for any consents and notices required to permit (a) Customer and end user's use and receipt of Services and (b) esaqa's accessing, storing, and processing of data provided by Customer and end user (including customer data, if applicable) under the Agreement.
5.3. Customer will not, and will not allow end users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the AUP; (iii) in a manner intended to avoid incurring Fees (including creating multiple customer applications, accounts, or projects to simulate or act as a single customer application, account, or project (respectively)) or to circumvent service-specific usage limits or quotas; (iv) to engage in cryptocurrency mining without esaqa's prior written approval; (v) to operate or enable any telecommunications service or in connection with any customer application that allows end users to place calls or to receive calls from any public switched telephone network, unless otherwise described in the service specific terms (described in Section 14); (vi) for materials or activities that are subject to the International Traffic in Arms Regulations (ITAR); (vii) in a manner that breaches, or causes the breach of, Export Control Laws; or (viii) to transmit, store, or process health information subject to government regulations.
6. Intellectual Property
Except as expressly stated in this Agreement, this Agreement does not grant Customer any rights, implied or otherwise, to the other's content or any of the other's intellectual property. esaqa owns all Intellectual Property Rights in the Services and software.
7. Technical support
esaqa offers technical support under separate support contracts. The provision of technical support without support contracts is at the sole discretion of esaqa and is not associated with any guarantee or warranty. It is Customer responsibility to back up all of existing data, software and programs before receiving technical support from esaqa. esaqa reserves the right, in its sole discretion, to refuse, suspend or terminate any technical support.
8. Limitation of liability
Neither we nor our related parties are liable to you or any third party for any loss of profits, loss of use, loss of revenue, loss of goodwill, any interruption of business, loss of or damage to business or reputation, loss of opportunity, loss of advantage, loss of use of any software or data, loss of use of any mobile phone or other equipment, loss of use of the system on which the site, esaqa software or esaqa services are used, or for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of or in connection with this agreement, the site, the esaqa software, the esaqa services or third party content, regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if we have been advised or are otherwise aware of the possibility of such damages.
In no event shall our and our related party’s total cumulative liability for any loss of profits, loss of use, loss of revenue, loss of goodwill, any interruption of business, loss of or damage to business or reputation, loss of opportunity, loss of advantage, loss of use of any software or data, loss of use of any mobile phone or other equipment, loss of use of the system on which the site, esaqa software or esaqa services are used, or for any direct, indirect, special, incidental, exemplary, punitive or consequential damages of any kind arising out of or in connection with this agreement, the site, the esaqa software, the esaqa services or third party content, regardless of the form of action, whether in contract, tort, strict liability or otherwise, even if we or our related parties have been advised or are otherwise aware of the possibility of such damages, exceed the amount paid by you for your use of the esaqa services and the esaqa software in the six (6) months prior to the accrual of the first claim. multiple claims will not expand this limitation. this section will be given full effect even if any remedy specified in this agreement is deemed to have failed of its essential purpose.
9. Legal notice
Communications made through e-mail and other non-physical messaging systems, will not constitute legal notice to esaqa or any of its officers, employees, agents or representatives in any situation where written paper notice to esaqa is required by contract or any law or regulation.
10. No agency
This agreement does not create an agency, partnership, or joint venture.
11. German export jurisdiction
You must comply with all applicable laws, including the German Export Regulations, the International Traffic in Arms Regulations, and end-user, end-use and destination restrictions issued by Germany and other governments.
12. Force majeure
Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services)). This Section will not, however, apply to your payment obligations under this agreement.
13. No third-party beneficiaries
There are no third-party beneficiaries to this agreement.
14. Change of control
If a party experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), that party will give written notice to the other party within 30 days after the change of control.
If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a service purchase or renewal, that entity will be treated as the owner of the service for purposes of this agreement.
Failure to enforce any provision of this agreement will not constitute a waiver.
The place of jurisdiction is Nuremberg, Germany.
18. Severability clause
Should individual terms of this Agreement be entirely or partly ineffective or lose their legal effectiveness due to later circumstances, the validity of the other provisions is not affected. The invalid provision shall be replaced by an appropriate provision which comes as close as possible to what the Parties to the agreement would have wanted, had they known about the invalid provision.
esaqa may update its privacy statement from time to time and we encourage everyone to check regularly. It has last been updated March 27th, 2021.