1.1 easyLOOP INC is an internet- & advertising agency based in Los Angeles. easyLOOP INC provides services based on the following terms and conditions, which are accessible on the internet at any time under www.easyloop.com. These apply to all other contracts regarding the same business connection with a client, even if they are not explicitly included. Any other conditions, that are not defined below or individually agreed upon, do not apply.
1.2 easyLOOP INC reserves the right to change these terms and conditions at any time. In this case, the client will receive a notification within a reasonable period before the changes come into effect. The notification is made via the email address given by the client, with a link to the changed terms and conditions on the homepage of easyLOOP INC. Dispatch of the notification is considered as delivered, regardless of receipt by the client. If there is no objection made by the client within a month, the changed terms and conditions will become part of the contract. easyLOOP INC is obligated to inform the client about the consequences if notification is neglected and no objections are made. The client has a right to terminate the contract within a period of four months after the notification regarding the changes is dispatched. If the client has any objections, then the contract can be terminated within the termination period.
2. Terms of contract
2.1 easyLOOP INC enables the client to use the non-exclusive and non-transferrable online-CMS stored on the server of easyLOOP INC or online-CMS stored at business partners Online-CMS and the established storage place for the client to the agreed extent. The use is made under a Top-Level-Domain („Extension “: .de, .com, .net, etc.) with a domain name provided by easyLOOP INC or a domain name already secured by the client (Sub-Level-Domain). Regarding the registration and administration/control/maintenance of the domain, please refer to clause 4.4.
2.2 Services provided at the request of the client and which exceed the usual scope of the services to be provided by easyLOOP INC will be separately recorded and calculated in accordance with clause 2.1.
3. Fulfillments of contract
3.1 A contract comes into effect after the assignment/order of the client with the formal or conclusive acceptance through easyLOOP INC. The latter processes and fulfills the accepted orders within a reasonable time. Delay in services due to force majeure and events that make performance significantly more difficult or impossible. these particularly include official orders, breakdown or disturbances in-network or telephone providers, etc. - easyLOOP INC is not responsible even if deadlines and dates are agreed. They are entitled to postpone the services during the duration of the disruption.
3.2 easyLOOP INC is entitled to provide the required services itself or through third parties and to modify, expand or adapt the Online-CMS at any time without prior notice to the extent or to adapt to the technical progress. The client is entitled to a special termination right within a period of four weeks after the changes take effect if the client is disposed to any disadvantage caused by the above-mentioned points.
3.3 Access to the Online-CMS will only be activated after the setup fee listed in the first invoice and the monthly user charges are received on the easyLOOP INC account. (further information on prices and terms of payment under clause 5.)
3.4 The client is provided with a username and a password to gain access to the online-CMS and to manage and use the space provided to him. The client has the right, in case of overriding/exceeding the transfer of the login details for more than four weeks after the acceptance of the assignment, to set easyLOOP INC a reasonable grace period and withdraw from the contract through written declaration after the grace period expires. This does not apply in case of delay by the client and in case of force majeure.
3.5 According to easyLOOP INC, the server can be reached by 99% on an annual average. This does not include the time, when the server was inaccessible due to technical or other problems, which cannot be influenced by easyLOOP INC (e.g. force majeure, official orders, break downs or disruption of network or telephone providers etc.). The easyLOOP INC can restrict access to the services provided if necessary for the security of the network operator, the maintenance of the network integrity, especially, to avoid any disruption of the network, the software or stored data.
3.6 easyLOOP INC is not responsible for the negligent loss of client data from the database provided to the client. A storage of all data is made daily to save the data („Backup “). In case of data loss, only the data before the last data back-up can basically be restored.
3.7 To use the Online-CMS a Personal computer or a Terminal server solution with functioning Internet access is required. The Online-CMS works error free under the standard settings of the mentioned programs. In certain circumstances, if the standard setting on the client’s computer are changed, then the use is will become limited. Any errors in function cause by this, don’t represent a defect. Any reported malfunction will be corrected immediately by the easyLOOP INC or third party.
3.8 The easyLOOP INC does not take any guarantee for the presentation of www-sites. All pages provided to the client (whether electronic or on paper) are samples, which can vary greatly depending on the system environment on which the page is displayed. It is pointed out particularly, that graphic presentation on text-oriented browsers are not possible.
4. Client obligations
4.1 The client is responsible for the security of the provided login data given under clause 3.3. easyLOOP INC is not liable for any damage incurred by the client due to loss or misuse of the login data.
4.2 The easyLOOP INC has no obligation to inspect the client’s self-created website with Online-CMS easyLOOP INC and is not liable for the content. For this reason, the client indemnifies easyLOOP INC from any claims of third parties.
4.3 The client has an obligation to not store any defamatory, youth endangering, pornographic, extremist or other illegal content, no matter in which country of this earth onto the storage space or to make it available on the internet. If easyLOOP INC becomes aware, that the client is violating this obligation, it is entitled to immediately block the internet access until the content or the access has been removed or till legal valid proof is provided that these contents are harmless. The client is obligated to pay even during the period of suspension. easyLOOP INC is not liable for the damages caused to the client or third parties resulting from the suspension. In addition, easyLOOP INC reserves the right to terminate the contract.
4.4 The allocation, registration and administration of the domains („Top-Level-Domain “; z.B. .at, .de, .net etc.; und „Sub-Level-Domain “= DomainName) is carried out by DENIC eG, Frankfurt/ M. (by„.de-Top-Level-Domains “) or by other licensing agencies, such as e.g. the nic.at. easyLOOP INC only acts as an intermediary in obtaining the internet domain relationship between the client and the concerned contracting authority and is not liable for and does not guarantee the availability or allocation of a domain or domains. The client as owner and user of („admin-c “) the domain is obligated to be aware and follow the respective registration conditions and registration guidelines of the contracting authority.
4.5 The client must provide a change in address to easyLOOP INC within two weeks. An amount of $ 59 will be charged for any change in address or company name.
4.6 The client allows easyLOOP INC, to set a link on www. easyloop.com (e.g. „created with easyLOOP) if this does not affect the overall appearance of the website. In addition, easyLOOP INC can list the Internet presence of the client as a reference on the easyLOOP INC website. easyLOOP INC does not need to make use of these options.
5. Prices and payment terms.
5.1 The net prices (one off set-up fee and monthly usage fees) of the current easyLOOP INC price list applies; plus, applicable VAT apply for the scope of services of online-CMS easyLOOP INC. Additional services will be charged separately (refer to clause 2.2).
5.2 The client will be notified about any increase in price during the contract as discussed in clause 1.2. The client is entitled to a special right of termination within a period of four weeks after receipt of price increase notification.
5.3 Price increase due to index adjustment will not be announced in advance. The agreed prices are subject to an annual index adjustment based on the consumer index 2005 or an index replacing it. easyLOOP INC is entitled, to carry out the value adjustments during each year, if the index fluctuation exceeds 3%. In case of a price adjustment, the value due to which it was adjusted applies as a new reference for future changes. Not exercising the right to value adjustment does not waive future Index adjustments to the charges and does not entitle the client to extraordinary termination.
5.4 The payments for the setup fee or other services (refer to clause 2.2) and the monthly usage fees for Online-CMS easyLOOP INC will be payable on the 12th of each month of the billing period after the initial billing. If the 12th falls on a Sunday or a public holiday, the next working day is considered. These are collected by direct debit. The client issues a corresponding order on the order form.
References/directions/indications for the debit order for debit:
The debit order for direct debits is revocable at any time. The amounts to be deducted from the account are not subject to any amount of restrictions. The account-holding bank is entitled to return direct debits, particularly if the account does not have the required coverage. Partial payments/ payments in installments cannot be made. The account-holding bank is entitled to cancel the assignment/order when the account does not have the required coverage. In this case, the payee is notified. The account-holding bank is not liable after passing on this debit order to the payee. The client cannot make any objections to charges made by the account holding bank in connection to this order. Objections relating to the legal transaction underlying the direct debit are to be settled directly between the client and the payee. Cancellation of the order is valid from the time of arrival at the account -holding bank. The client must inform the payee at the same time. Otherwise, the “general terms and conditions of the Austrian savings bank “apply. effective 2001.
5.5 Payments for the set-up fee or other services are due after billing (refer to clause 2.2).
5.6 Invoices are sent to the contact- email address provided by the client. If postal delivery is requested by the client, a processing fee of $ 2.50 will be charged per invoice.
5.7 For debit returns, which are based on the fault of the client (e.g. insufficient account coverage), a processing fee of $ 15.00 will be charged.
5.8 Default of payments for more than 30 days, respectively by the judicial dunning process, the immediately blocked internet access, and the internet site switched offline. The client's obligation to pay continues for the period of suspension. The blocking is sustained until the arrears as well as the further incurred cost (collection expenses, legal expenses, processing costs, default interest, etc.) are settled. Die easyLOOP INC is not liable for any damages caused to the client or third parties from the blocking. In addition, easyLOOP INC has the right to terminate the contract if the payment is not made within an adequate time frame.
5.9 The client is only entitled to offset, retention or reduction if counterclaims are undisputed or legally bound.
5.10 Thee invoices in the European foreign countries are not subject to the sales tax of the respective European country. In recipient country /beneficiary state applies the procedure of tax liability according to. Art. 21 of the 6th VAT regulation of the European Union (77/388/EWG). The requirement for this is that easyLOOP has a “valid" VAT identification number. We reserve the right, to charge VAT additionally unless it is claimed from us.
5.11 Price list (The prices are the net amount)
- Moving domains from easyLOOP to another provider $ 16,42
- Deletion of all data from the system to avoid problems with the other provider According to cost
- Changing DNS-records. According to cost
- Setup of email addresses per address - for free
- Changin Bank data $ 13,56
- Closing of an email account based on infection by
- Virus or trojans by local client computers.
Preventing SPAM over the system. $ 97,78
- Sending lost invoices per mail as PDF - per invoice $ 2,50
- Resending lost invoices per mail as PDF – per invoice $ 4,50
6. Contract duration and termination
6.1 The contract duration for the monthly payment is unlimited and can be terminated anytime within a time of a month at the end of a contract year. Termination requires a written form to be effective (Credentials/delegate powers are not accepted). One-time payments for Homepage-analysis (HPA), search term analysis(SBA) and set up fees for Homepage are excluded from this.
6.2 The right to termination on the important basis – especially in case of serious and persistent breaches of contractual or legal regulations, arrears, etc. – stay untouched. In this case, easyLOOP INC has the right to immediately block internet access. easLOOP® GmbH is not liable for any damages resulting from the blocking for the client or for third parties. If the cause of the termination is the client, the latter must reimburse the costs incurred by easyLOOP INC arising from the premature termination of the contract.
6.3 Special termination rights of the client are further explained in detail under clause 1.2, 3.2 and 5.2
Any defects must be reported immediately to easyLOOP INC by the client. Die easyLOOP INC is entitled by choice to repair poor services or to provide new services. In case of repeated failure to improve, the client is entitled to withdraw from the contract. A warranty for defects that the easyLOOP INC is not responsible for is not included.
8. Data protection
8.1 The easyLOOP INC is entitled in the context of the business relationship or in connection with the received data about the client, regardless of whether they come from the client or from third parties, to process it in accordance with the data protection act. This note replaces the notification in accordance with federal data protection, that personal data about the client is stored and processed via EDP.
8.2 The client is aware that due to the structure of the internet, there is the possibility that data might be intercepted from websites or programs. The client accepts this risk. easyLOOP INC is not liable for violations of the confidentiality of transmitted information.
9.1 The easyLOOP INC is only liable for damage claims if it’s their or their respectively vicarious agent’s intent/malice, or gross negligence.
9.2 The easyLOOP INC is not liable for the information transmitted via the website to its visitors and for their completeness, correctness or up-to-datedness, nor that they are free of third parties or if the sender acts legally by transmitting the information.
9.3 Liability and compensation claims from direct/immediate/instant damages are limited to the order value. Liability for indirect damages such as lost profits, business interruption, loss of information and Data and/or other spiritual as well as financial loss, etc. is excluded.
9.4 Refer to the disclaimers in 3.6, 4.1, 4.2, 4.3, 4.4, 5.7, 6.2 and 9.2.
10. Applicable law and jurisdiction.
10.1 The laws of Austria are deemed mandatory for these general terms and conditions as well as for the entire legal relationship between the easyLOOP INC and the client,
10.2 Court of jurisdiction is exclusively Los Angeles.
11. Salvatory clause
Should a provision in these general terms and conditions or any other provision be ineffective under the agreement, this shall not affect the validity of any other provisions or agreements. the contested provisions or agreements must be replaced by a replacement clause, which corresponds to the economic purpose of the original clause. The same applies for any loopholes.
Effective February 2018