ReSkript Terms of Use

Legal Terms of Service

Your use of the Service is governed by the following termsof service (“Terms”). Please review the Terms carefully before using theService. Do not use the Service if you do not accept the Terms.

1.Service

1.1.  Reskript is a software as service solutiondeveloped, owned and provided by Medical Pharma Services, s.r.o., Tibetska806/2, 160 00 Prague, Czech Republic (European Union), Company ID: 27094849,VAT ID: CZ27084949 (further “MphaR”). Reskript is a software as a servicesolution provided through a cloud-based platform that enables real-time active engagement ofparticipants at a collaborative joint creation and editing of the documents,texts, presentations during meetings, trainings, workshops or other types ofevents (together “Service”). The Service runs due to the “Underlying Systems”meaning the Reskript software, IT solutions, systems and networks (includingsoftware and hardware) owned by MphaR and used to provide the Service,including any third-party solutions, systemsand networks and any software components MphaR may make available, via appstores or any other channels, as part of or related to, the Service(“Components”).

1.2.  The Service can be accessed through anelectronic device with an internet connection by going to www.reskript.com (“Website”).

1.3.  There are several types of plans offered under the Service, availableat reskript.com/pricing. Except for the Basic plan, a payment of a feeaccording to the fees and payment section of these Terms is required.

1.4.    After choosing their preferredplan, an organizer will need to sign up using their name, surname, anindividual email address and a password via the Website and create an accountvia the Service and use the features of their chosen plan.

1.5.    The organization that anorganizer represents in agreeing to the Terms is our customer (“Customer”). Theorganizer represents and warrants that the organizer:

a.   is anauthorized representative of the Customer and has the full legal authority to bind the Customerto these Terms;

b.   hasread and understands these Terms; and

c.   agreeson Customer’s behalf to these Terms in their entirety.

The organizer explicitly indicates and accepts that theService is for professional use only and that this is a business transaction towhich consumer rules do not apply.

1.6.    Customer cannot be a consumerand the Terms are governed by the Commercial Code.

1.7.    Subject to the limitations ofthe chosen plan, Customer may authorize any person to be an organizer or aparticipant. The Customer, the Customer’s organizers and the Customer’sparticipants are, collectively, users of the Service (“Users”).

1.8.    In order for a participant tostart using the Service, the participant needs to sign up. The use of the Service isfree for participants.

1.9.    Subject to the clause 12,MphaR ensures the Service is available on a 24/7 basis. However, it is possiblethat on occasion the Service may be unavailable to permit maintenance or otherdevelopment activity to take place, or in the event of Force Majeure. TheCustomer will be able to check the availability of the Service and timing ofscheduled maintenance at reskript.com.

1.10.  MpahR may contact the Customer to send theCustomer emails directly or indirectly relating to the Customer's use of theService.

1.Service

MphaR offers a Reskript service that enables real-timeactive collaborative engagement of participants at an event. You can access theService through your electronic device with internet by going to reskript.com.

Your level of service will depend on your chosen plan. Theplans you can choose from are available at rescript.com/pricing.

The use of the service is free for participants, they only need to complete the registration process. An organizer, representing their business, needs tocreate an account through reskript.com by signing up. In doing so,the organizer agrees to these Terms on behalf of the business.

3.Customer Data

3.1. We may collect the following Customer Data thatCustomer or Customer’s Users submit to us through the Services or that iscollected automatically:

Customer  Data

Category

What does it mean

Content  data

Documents,  Texts, Presentations, Questions, Projects, Ideas, any other content which  Users submit via the Service in their sole discretion.

Purchase  data

Reskript  plan, price, billing details.

Payment  data

We do not  collect such information, it is collected directly by the payment gateway.

Contact  data

Such as  User profile data (name, email) address data of people reaching out to us.

Technical  data

Data  collected automatically when you use our Services, such as device data, log  data, location information, cookies.

3.2.    The customer is and continues to be the ownerof all Customer Data.

3.3.    In order to use their chosenplan, Customer (for itself and Users) grants to MphaR free of charge aworldwide, non-exclusive, limited-term rights to access, use, process, copy, distribute, disclose,perform, import and display Customer Data for the duration of the provision ofthe Services:

a.   asreasonably necessary to provide, maintain, improve the Services according tothe Terms incl. Privacy Policy (incl. preventing or addressing Service, securityor integrity, support or technical issues);

b.   asotherwise expressly permitted by Customer;

c.   asreasonably necessary to protect from harm or illegal activities or to complywith applicable law, law enforcement or to exercise or defend legal claims.

Customer represents and warrants that it has secured allrights in and to Customer Data from the Customer’s Users as may be necessary togrant these rights.

3.4.    Only anonymous and aggregatedCustomer Data may be used for the improvement of our Services. Content data inEnterprise plans is not used for Service improvement purposes.

3.5.    Data is protected in all types of plans. Whenapplied, Customer Data are only shared with:

a.   theCustomer and Customer’s Users; and

b.   MphaRstaff and service providers. 

3.6.    MphaR’s use of Customer PersonalData specifically shall also be governed by MphaR’s Privacy Policy (“PrivacyPolicy”) and Data Processing Addendum(“DPA”). Please read the PrivacyPolicy and the DPA, which are incorporated into and made a part of these Termsby this reference as though fully set forth herein. MphaR strictly follows EUGDPR requirements.

3.7.    MphaR takes standard industrymeasures to back up all Customer Data stored using the Services.

3.8.    Protection of Customer Data is atop priority for MphaR so MphaR will maintain administrative, physical, andtechnical safeguards described in our Security Addendum. Those safeguards willinclude measures for preventing unauthorized access, use, modification,deletion and disclosure of Customer Data by MphaR personnel. Before sharingCustomer Data with any of MphaR service providers, MphaR will ensure that thethird party maintains, at a minimum, reasonable data practices for maintainingthe confidentiality and security of Customer Data and preventing unauthorizedaccess. Customer (not MphaR) bears sole responsibility for adequate security,protection and backup of Customer Data when in Customer's or itsrepresentatives' possession or control or when Customer chooses to use unencryptedgateways to connect to the Services.

3.Customer data

You own all your data at all times and decide on the levelof privacy. MphaR treats all your data according to the principles ofconfidentiality and protects it. MphaR handles your personal data in accordancewith Privacy Policy and the Data Processing Addendum. If you have an Enterpriseplan, we won’t use your data for Service improvement.

4.Confidentiality

4.1.    "ConfidentialInformation" means non-public information that a party designates as beingconfidential to the receiving party or, given the nature of the information orthe circumstances surrounding its disclosure, reasonably should be consideredas confidential by the receiving party. "Confidential Information"includes, without limitation, information in tangible or intangible formrelating to and/or including Customer Data, MphaR security documentation,released or unreleased disclosing party software or hardware products, themarketing or promotion of any disclosing party product, disclosing party'sbusiness policies or practices, and information received from others that disclosingparty is obligated to treat as confidential.

4.2.    The parties agree thatConfidential Information shall not include any information, however, designated, that: (a) is or subsequentlybecomes publicly available without the receiving party's breach of anyobligation owed the disclosing party under these Terms; (b) is rightfullyacquired by or known to the receiving party prior to disclosure by thedisclosing party without an existing confidentiality obligation; (c) is knownto the receiving party from a source other than the disclosing party other thanby the breach of an obligation of confidentiality owed to the disclosing partyunder this clause 4; or (d) was independently developed or acquired by anyemployee, director, affiliate, professional advisor, agent, independentcontractor, data sub-processor, and consultant (“Representative”) of thereceiving party without access to the Confidential Information of thedisclosing party.

4.3.      The party receivingany Confidential Information of the disclosing party shall not disclose suchinformation to third parties for three (3) years following the date that thedisclosing party first discloses such Confidential Information pursuant tothese Terms, except that the receiving party may disclose ConfidentialInformation: (i) to its Representatives on a need-to-know basis, provided thatthe receiving party has executed appropriate written agreements with each suchRepresentative sufficient to enable compliance to the same or greater degree asrequired under this clause 4 or in case of professional advisors, these have tobe bound by ethical duties respecting Confidential Information in accordancewith the terms of this clause 4; or (ii) in accordance with a judicial or othergovernmental order or request, provided the receiving party shall, as far aslegally possible, give the disclosing party reasonable opportunity to seek aprotective order, or obtain written assurance from the applicable judicial orgovernmental entity that will afford the Confidential Information of the otherparty the highest level of protection afforded under applicable law orregulation.

4.4.      The receiving partyshall be responsible for any failure by any of its Representatives to complywith any of the terms of this clause 4.

4.5.      The receiving partyshall take reasonable security precautions, no less than reasonable care, tokeep confidential the Confidential Information of the disclosing party.

4.6.      The receiving partyagrees not to disclose, reproduce, summarize and/or distribute the ConfidentialInformation of the disclosing party except in pursuance of the receivingparty's business relationship with the disclosing party, and only as otherwiseprovided hereunder.

4.7.      The receiving partyshall notify the disclosing party without undue delay upon discovery of anyunauthorized use or disclosure of the disclosing party’s ConfidentialInformation, or any other breach of this clause 4 by the receiving party or itsRepresentatives.

4.8.      The receiving partyshall, at the disclosing party’s request and option, return or delete alloriginals, copies, reproductions and summaries of the Confidential Informationof the disclosing party. Notwithstanding anything to the contrary in thisclause 4.8., neither of the parties shall be obligated to delete ConfidentialInformation that is contained in an archived computer system backup; provided,however, that any such Confidential Information shall be subject to the termsand conditions of this clause 4 and shall be automatically deleted on apermanent basis on the expiry of the period of the archived computer systembackup.

4.9.      The partiesacknowledge that monetary damages may not be a sufficient remedy forunauthorized disclosure of Confidential Information and that the disclosingparty shall be entitled, without waiving any other rights or remedies, to seeksuch injunctive or equitable relief as may be deemed proper by a court ofcompetent jurisdiction.

4.10.    The terms of confidentialityunder these Terms shall not be construed to limit the receiving party’s rightto independently develop or acquire information products without the use of the disclosing party's ConfidentialInformation.

4.11.    All Confidential Information isand shall remain the property of the disclosing party. By disclosingConfidential Information to the receiving party, the disclosing party does notgrant any express or implied right to the receiving party to or under anypatents, copyrights, trademarks, trade secret information or any other intellectualproperty right, except as otherwise specifically provided herein.

4.12.    The receiving party understandsand acknowledges that the disclosing party makes no representation or warranty,express or implied, as to the accuracy or completeness of the ConfidentialInformation or other information provided to the receiving party, except asotherwise specifically provided herein.

4.Confidentiality

MphaR treats all your data according to principles ofconfidentiality and we expect the same treatment from you if we send you someconfidential information.

 

5.Customer obligations and warranties

5.1.      Customer shallensure that the use of the Service by the Customer and each of Customer’sorganizer and the participant is incompliance with these Terms.

5.2.      Customer warrantsthat Customer has full power and authority to enter and perform the Customer’sobligations under the Terms.

6.Authorized use

6.1.      Customer shallensure that information provided to MphaR as reasonably requested by MphaR andrelating to the provision of the Services shall be accurate, complete and up todate. Customer shall use reasonable efforts to keep this information accurate,complete and up to date.

6.2.      Customer isresponsible for all activity that occurs under the organizer’s account.Organizer’s access credentials shall be kept confidential and if the Customeror the Customer’s organizer knows or suspects that anyone other than theorganizer knows the organizer’s access credentials, Customer shall promptlynotify MphaR. Customer shall ensure an organizer does not assist anyone else inaccessing the organizer’s account on an unauthorized basis, including by sharing,publicly offering, selling, or offering to sell the organizer’s accesscredentials to third parties or otherwise in breach of these Terms; create morethan one account to access the Service except as expressly permitted by MphaR;or transfer the organizer’s account to any third party or otherwisecommercially exploit the Service.

6.3.      Customer shall notand shall ensure the Customer’s Users do not use the Service in contraventionof these Terms, the requirements of any applicable national, state, provincialand local laws, ordinances, regulations and codes, orders, requirements,directives, decrees, decisions, judgments, interpretive letters, guidance andother official releases of any regulator that are applicable to the Users,their affiliates, the Service or any other matters relating to the subjectmatter of these Terms. This applies specifically, but not exclusively, to dataprotection or privacy laws, export control laws etc.

6.4.      Customer andCustomer’s users shall not use the Service in a way that may harm MphaR or anythird party or interfere with the functionality or operation of the Service orUnderlying Systems, including, but not limited to:

a.   attemptingto cause harm to the security or integrity of the Service or the UnderlyingSystems;

b.   attemptingto probe or test the vulnerability of the Underlying Systems or to breachsecurity and authentication measures of the Service;

c.   overloadingor misusing the Service in a way which may impair the ability of any other userto use the Service;

d.   “framing”,“mirroring,” or incorporating any part of the Service into any other websitewithout MphaR's prior written authorization.

6.5.      Customer shallensure the Customer’s Data:

a.   doesnot contravene any of these Terms, the requirements of any applicable national,state and local laws, state or government regulations, decrees, and any otherofficial releases of any regulator that are applicable to the parties, theiraffiliates, the Service or any other matters relating to these Terms; especiallybut not limited to, requirements relating to intellectual property rights,privacy, publicity, prohibition of impersonation, libel and discrimination;

b.   doesnot contain advertising or a solicitation;

c.   isnot otherwise objectionable (e.g. abusive, threatening, sexually-explicit,inciting violence, offensive, spam, etc.).

6.6.      Customer shallnotify MphaR without delay if Customer or Customer's organizer becomes aware orreceives any notification of an accusation of any infringement connected to theService.

6.7.     Customer’sUsers shall provide truthful information about who they are, shall not sharetheir account access credentials, shall not break any laws, shall not doanything that may hurt MphaR or any third party and shall not input anyobjectionable data through the Service.

7.Intellectual property

7.1.      Customer agrees andacknowledges that the title to all intellectual property rights in Reskript,the Service, the Underlying Systems, including but not limited to the contents,such as text, images, audio, and the HTML used to generate the pages, is and remains the property ofMphaR. As expressly set forth in these Terms, no User acquires any rights,licenses or goodwill in any of MphaR’s intellectual property rights. Customerand Customer’s users shall not:

a.   alter,enhance, or make derivative works of Reskript, the Service, or any of theUnderlying Systems;

b.   reverseengineer, reverse assemble or decompile, or attempt to derive source code from,the Service or any of the Underlying Systems;

c.   sell,transfer, publish, disclose, display or make available anything protected byintellectual property rights of MphaR and any related products including anymodifications, enhancements, derivatives, and other software and materialsprovided hereunder by MphaR or copies thereof to others in violation of theseTerms;

d.   displayor use the MphaR name or logo in any way without MphaR's prior writtenpermission.

8.Feedback

8.1.  If a User provides MphaR with ideas orsuggestions relating to Reskript or the Underlying Systems (“Feedback”), allintellectual property rights in the Feedback, and anything created as a resultof that feedback (includingnew developments, enhancements or derivative works), are owned solely by MphaR.

10.Consequences of breach of clauses 5, 6, 7

10.1.  An infringement or breach of any of theobligations by a User contained in clauses 5, 6, 7 is considered a breach ofthe Terms. MphaR is entitled to edit or remove that User’s data and/orterminate that User’s access to the Service with immediate effect with noobligation to refund the Customer.

10.2.  Customer shall be liable for any losses ordamages resulting from any infringement or breach of clauses 5, 6, 7 by theCustomer and Customer’s Users. Customer agrees to indemnify, hold harmless anddefend MphaR and its officers, directors, employees and agents from any claims,damages, losses, liabilities, all legal fees, resulting directly or indirectlyfrom any claim by a third party that arises in connection with Customer’sand/or the Customer’s Users’ use of the Service contravening to these Terms.

10.3.   The Parties acknowledge that monetarydamages may not be a sufficient remedy for the infringement or breach ofclauses 5, 6, 7 and that MphaR shall be entitled, without waiving anyother rights or remedies, to seek an equitable relief as may be deemed properby a court of competent jurisdiction.

11.Obligations and warranties of MphaR

11.1.    Upon Customer’s payment of thefees according to the fees and payment section of the Terms, MphaR grants toCustomer a limited, revocable, non-transferable, non-exclusivenon-sublicensable license to have access and use the Service and the objectcode version of any Components according to these Terms. Customer may allocateor distribute the rights granted under this clause to Customer’s Users, subjectto the limitations of their chosen plan.

11.2.   MphaR shall provide the Service inaccordance with these Terms and all applicable laws, in particular to laws onprivacy and data protection.

11.3.  MphaR warrants that it has the right andnecessary title to provide the Service.

11.4.   MphaR warrants that it has full powerand authority to enter into and perform its obligations under these Terms.

12.Disclaimers and limitations of liability

12.1.  Due to the nature of the Service, except asprovided in these Terms and the Security Addendum, the Service is provided onan 'as is' and 'as available' basis.

Specifically:

12.2.   MphaR does not guarantee the accuracyand completeness of any data.

12.3.   MphaR operates as a passive enhancerof communications between Users and does not have the obligation to pre-screenany Customer Data. Any opinions, advice, statements, service, offers, or otherinformation contained in Customer Data are those of the respective author(s)and not of MphaR.

12.4.   MphaR will use reasonable efforts tomake the Services secure, free of viruses or other harmful code, uninterruptedand error free. However, MphaR does not provide any warranty as to this.

12.5.   MphaR makes no representationconcerning the quality of the Service and does not promise that the Servicewill interoperate perfectly with every operating system, browser or electronicdevice. Every user is different, and MphaR does not guarantee that the Servicewill meet all Users' needs or requirements or the needs or requirements of anyother person.

12.6.   MphaR is not responsible formalfunctioning or inapplicability of the Service provided pursuant to theseTerms due to improper use or a combination of the impact of technicalequipment, software or malicious software programs on Customer’s and Customer’sUser side.

12.7.  Internet connection sufficient to thenumber of participants is vital for the seamless running of the Service.Without an appropriate internet connection, Users may not be able to extract the full benefits of the Service. Customer is responsible forthe internet connection and equipment necessary to access and use the Service.MphaR is not responsible for malfunctioning caused by inadequate internetconnection or equipment.

12.8.       The Serviceinteroperates with a range of third-party integrations and may link to third-party websites or feeds that areconnected or relevant to the Service (together “Third Party Services”). MphaRdoes not make any warranty or representation on the availability of Third Party Services and excludes allliability in connection with them that may arise due to no fault of MphaR. If athird party stops to provide or stops to make Third Party Service available onreasonable terms, or if MphaR so decides, MphaR may stop to make available thatThird Party Service to Users, and Users are not entitled to any refund,discount or other compensation from MphaR. Users acknowledge their soleresponsibility for use of or integration with any Third-Party Services, andadherence to the respective terms of use.

12.9.   MphaR disclaims any liability orclaims that may arise between Users of the Service, including, but not limitedto, disputes between Customer, organizers and participants. Users are solelyresponsible for their interactions and any disputes that arise frominteractions with any of the foregoing.

12.10.  Except for the obligations and warrantiesset out in these Terms, MphaR excludes, and Users waive all otherrepresentations, terms, guarantees and warranties. The liability of MphaR forany breach is limited, at Customer’s discretion, to:

A.  supplyingthe Service again; and/or

B.  refundingthe Customer for the Fees paid.

12.11. The maximum aggregate liability of MphaR underor in connection with the Terms or relating to the Service, whether inwarranty, contract, breach of statutory duty, must not exceed an amount equalto the Fees paid or to be paid by the Customer under the Terms in the current12 months. The cap in this clause includes the cap set out in clause 12.10.

12.12. MphaR shall not be liable to Customer for anyindirect, incidental, special damages, including but not limited to damages forlost profits, contracts, revenues, income, business, data (including CustomerData), and/or goodwill arising out of or in connection with these Terms,however caused (including through negligence) and regardless of whetherCustomer has been informed of the possibility or likelihood of such damagesarising.

12.13.       Nothing in theseTerms limits or excludes any liability of MphaR for death or personal injurycaused by its negligence, for fraud or for any other liability that cannot belawfully excluded or limited under applicable law and all disclaimers andlimitations of liability only apply to the maximum extent permitted byapplicable law.

13.Fees and payment

13.1.  Customer agrees to pay the applicable feefor the Customer's chosen plan as provided in Reskript pricing available at rescript.com/pricing or,if a different fee is agreed between MphaR and the Customer, the Customeragrees to pay the agreed fee (the "Fee").

13.2.    MphaR reserves the right toupdate Reskript pricing at rescript.com/pricing at any time at its solediscretion.

13.3.   The following possibilities topurchase the Service are available:

a.   Onlinevia payment by card or by a bank transfer against an issued invoice. Stripe.

b.   Bycontacting MphaR and sending to MphaR all necessary information and contactdetails statutorily required for invoicing purposes (i.e. plan, trade name,registered office, ID Number, VAT Number, etc.). MphaR will then send theCustomer an invoice that can be paid by card or via bank transfer. The Customeragrees to pay the Fee before the due date stipulated on the invoice (7 calendardays).

13.4.  MphaR does not accept cheques.

13.5.  In any event, the Customer agrees to paythe Fee, where applicable, before the Customer and the Customer’s Users startusing the Service.

13.6.  MphaR may charge interest on overdueamounts or suspend the provision of the Services until all overdue amounts dueare fully paid. Interest will be calculated from the due date to the date ofpayment (both inclusive) at a rate of 8% per annum (prorated on a daily basis).

13.7.  The invoices are sent to the Customersolely by e-mail in a non-editable PDF file and considered delivered if notautomatically rejected or refused by a server.

13.8.  MphaR does not store any payment cardinformation.

Miscellaneous

14.Term, changes and termination

14.1.  The period of these Terms will commence onthe date when Customer or Customer’s organizer accepts the Terms on Reskriptwebsite by signing up and creating an account (“Effective Date”).

14.2.   MphaR may change these Terms. AllCustomers shall be notified about any changes to the Terms through updatingReskript website, or MphaR may message the Customers via the Service. If aCustomer would like to receive notifications of material changes to the Termsvia email, Customer may sign up by emailing info@reskript.com with the subject “Subscribe to Terms ChangesNotifications” specifying the email address they would like the notificationssent to.

Customer shall have a reasonable time specified in the notification to objectto any material changes. If Customer or Customer's organizer uses the Servicesafter the effective date of any changes, that use will constitute Customer’sacceptance of the revised Terms. If the Customer does not agree to the materialchanges, the Customer may terminate the relationship immediately by deletingtheir account. Such termination is without prejudice to any fees incurred byCustomer prior to the termination.

Customer can review the most current version of the Terms at any time byvisiting this page. Any material revisions to these Terms will become effectiveon the date set forth in our notice, and all other changes will becomeeffective on the date we publish the change.

14.3.  The free Service continues untilterminated, while the paid Service has a term according to the purchased planthat may expire or be terminated. The Terms remain effective until the Serviceunder the Terms has expired or been terminated.

14.4.  A party may terminate the Serviceimmediately if the other party breaches a material provision of these Termsand:

a.   thebreach is incurable, or

b.   theother party does not remedy any remediable breach of a material provision ofthese Terms within 14 days of receiving a written notice from the non-breaching partyspecifying the breach and requiring its remedy.

14.5.  MphaR may terminate the Service immediatelyif:

a.   Customerfails to pay the amounts due;

b.   anyregulatory decision or governmental order requiring MpahR to suspend Service(s)or which is reasonably likely to result in the loss of MphaR's operatingauthority; or

c.   in anevent of bankruptcy or other cause preventing MphaR from providing the Service.

14.6.  Either party may terminate the relationshipwithout cause in writing with a one-month notice period (the notice periodcommences on the first calendar day of the month following the calendar monthin which the notice of termination was delivered to the other party). If MphaRterminates without cause, MphaR shall reimburse the Customer for any unused Service prorata.

14.7.  Customer may terminate the free Serviceimmediately without cause by deleting their account.

15.Notices

15.1.  Notices to MphaR shall be sent by emailto info@reskript.com, or to an address that MphaR has specified for the purposesof this section. Unless Customer provides a separate address for notices,Customer hereby agrees that the email address Customer’s organizer provides toMphaR may be used for the purposes of sending notices to Customer or Customer’sorganizer.

15.2.  Notices under this section shall beeffective upon delivery if not automatically rejected or refused by a server.

15.3.  MphaR and Customer agree that the writtenform requirement is also complied within the case of communication by email unless the Terms orbinding provisions that the Parties cannot deviate from under applicable lawprovide otherwise.

16.Entire agreement and severance

16.1.  The Terms and an invoice, where an invoiceis issued, shall constitute the entire agreement between MphaR and Customerwith respect to the subject matter hereof and supersede all prior orcontemporaneous oral and written agreements, proposals, negotiations,representations, commitments and other communications between MphaR and theCustomer, including but not limited to any fixed terms and conditions on anypurchase orders or vendor registration forms. All prior negotiations betweenMphaR and the Customer regarding the subject matter described herein have beenmerged into the Terms and there are no understandings, representations, orterms, oral or written, express or implied, regarding the subject matterdescribed herein other than those set forth herein.

16.2.  If any provision of these Terms is orbecomes prohibited by law or is judged by a court to be unlawful, void orunenforceable, the provision shall, to the extent required, be severed fromthese Terms and rendered ineffective as far as possible without modifying theremaining provisions of these Terms, and shall not in any way affect any othercircumstances of or the validity or enforcement of the remainder of theseTerms.

17.Assignment

17.1.  Neither MphaR nor the Customer may assign theTerms or any rights or obligations mentioned herein without the prior writtenconsent of the other party, such consent not to be unreasonably withheld ordelayed. However, either MphaR or the Customer may assign these Terms withoutthe consent of the other party provided such assignment fulfils the followingcriteria:

a.   it isto a parent, successor in interest or an Affiliate (meaning any entity withrespect to which the party owns or controls, directly or indirectly, greaterthan fifty percent (>50%) of the outstanding voting securities, but only solong as the entity meets such requirements);

b.   theassigning party provides written notice of such assignment to the other party;and

c.   theparty assuming obligations hereunder agrees to do so in writing and hasadequate resources to meet its obligations hereunder.

17.2.  Any attempted assignment not in accordancewith this clause shall be considered null and void.

17.3.  These Terms and any amendment hereto shallbe binding on MphaR, the Customer, their successors, assigns or othertransferees for the benefit of the other party and its Affiliates and theirsuccessors and assigns.

18.Third party rights

18.1.  Except as expressly provided otherwise, MphaR orthe Customer do not intend any term of these Terms to be enforceable by anythird parties. MphaR and the Customer do not require the consent of any thirdparty to terminate, rescind or to agree any variation, waiver or settlement inrelation to it.

19.No waiver

19.1.  Unless MphaR or the Customer expresslywaives its rights in writing no delay, neglect or forbearance on the part ofeither party in enforcing against the other party any term or condition ofthese Terms shall either be or be deemed to be a waiver or in any way prejudiceany right of that party under these Terms. No right, power or remedy conferredupon or reserved for either party is exclusive of any other right, power orremedy available to that party.

20.Force majeure

20.1.  Neither MphaR nor the Customer shall haveany liability under or be deemed to be in breach of these Terms for any delaysor failures in performance of these Terms which result from circumstancesbeyond the reasonable control of that party. Such circumstance might be animpediment that has occurred independently of the will of the obligated partyand prevents it from fulfilling its obligation if it cannot reasonably beassumed that the obligated party would divert or overcome this impediment orits consequences and that it would anticipate that impediment at the time ofthe beginning of its commitment.

21.Relationship between the Parties

21.1.   These Terms shall not constitute orimply any kind of a partnership, joint venture, or agency relationship betweenMphaR and the Customer other than the contractual relationship expresslyprovided for in these Terms.

22.Survivability

22.1.      All sections of theseTerms relating to User obligations, confidentiality, intellectual property,disclaimers, limitation of liability, dispute resolution, compliance with lawsor those sections of these Terms that, by their nature and content, areintended to survive the completion, rescission, termination or expiration ofthese Terms shall so survive and continue to bind the parties for the period oftime permitted under applicable law.

23.Dispute resolution, jurisdiction and governing law

23.1.  Where there is a dispute the aggrievedparty shall notify the other party in writing of the nature of the dispute withas much detail as possible about the deficient performance of the other party.The parties will attempt in good faith to resolve any dispute in relation tothese Terms through negotiations between a director of each of the parties withauthority to settle the relevant dispute.

23.2.   If the dispute cannot be settledamicably within 60 days from the date on which either party has served writtennotice on the other of the dispute then the remaining provisions of this clause23 shall apply.

23.3.   The parties shall submit to theexclusive jurisdiction of the courts of the Czech Republic for the purposes ofhearing and determining any dispute arising out of these Terms.

23.4.    These Terms and all mattersarising from it and any dispute resolutions referred to above shall be governedby and construed in accordance with the law of the Czech Republic. However, theparties agree that neither the Terms nor any instructions or communicationsfrom MphaR have to be in the Czech language and that the last two versions ofthe present Terms shall be available via the Website at www.reskript.com/terms.If the Customer requires an earlier version of the Terms, MphaR shall makethese available to the Customer upon a written request.

 

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