Terms of Service Agreement

THE FOLLOWING DESCRIBES THE TERMS ON WHICH REACTIVE DPS OFFERS YOU THE REACTIVE DIGITAL PUBLISHING SUITE:

Preamble

This service “Reactive DPS” is operated by Reactive DPS, an Austrian company located out of Haydyngasse 10, 8010, Graz, Austria and may include its directors, offices, employees, agents, and partners (hereinafter referred to as “Reactive DPS” or “us” or “we” throughout these terms). Reactive DPS offers its CMS, Apps and 3rd Party Intergrations (hereinafter “the DPS”) to create, upload, curate and publish content to you subject to this Terms of Service Agreement (hereinafter referred to as “the Terms”).

General Provisions

1. These terms are valid for the DPS. The Terms are applied to everyone using the DPS in any possible way (hereinafter “the Client”) and on every contract concluded between the Client and Reactive DPS. All rights and duties between Reactive DPS and the Client are only based on the content of an accepted offer by Reactive DPS and the objective terms.

2. Different or contradictory general terms and conditions are only valid, if Reactive DPS commits to them explicitly and in writing.

3. If a contract between Reactive DPS and the Client was concluded in the past, these terms are also valid for forthcoming contracts between the parties, even if they have not been accepted a second time.

Section 1 – Copyright and ancillary copyright

In case of injuring any rights of third parties, law or moral standards by the content provided and fed into the websites, the user is fully liable for it and has to indemnify and hold Reactive DPS harmless in respect of legal proceedings and claims. Reactive DPS is entitled to remove content fed in or provided by users immediately if the content injures rights of third parties, law or moral standards, without an obligation to check and assess the legality in advance. If the user becomes aware that third parties rights are or can be injured through content he provided, he has to inform Reactive DPS immediately.

The Client shall be granted a non-exclusive right to use the DPS for his own purpose, limited with the duration of the respective contract between Reactive DPS and the Client. Reactive DPS remains the sole and exclusive owner of the Source code and documentation of the Program. The Client is not entitled to grant any sublicenses and to assign its exploitation rights to any other party.

Section 2 – Disclaimer of Warranties, Limitation of Liabilities

Reactive DPS is not liable for the permanent availability of the DPS. Reactive DPS is entitled to disrupt the DPS service temporarily for necessary reasons, as for maintenance, enhancement, or security i.e.. It is understood that Reactive DPS will do its best to ensure the availability of the DPS, avoid interruptions, and if occurring keep them to a minimum. Reactive DPS makes no warranty to a certain quality, timeliness or performance of the DPS. Performance in part will depend on the server requirements specified by the client.

Reactive DPS is not liable for the compatibility of the DPS and the services offered through them with unsupported hard- and software of the users.

In extent Reactive DPS shall be held neither liable for content distributed on the DPS by clients nor for damages occurring out of it. These liabilities are retained by the client.

Reactive DPS is entitled to remove content from the DPS, reject or block clients if third parties rights, law, or morality is injured or jeopardised, or to avoid potential damages with regards to the improper use of the DPS.

As far as Reactive DPS is held responsible for damages subject to applicable tort law the liability of Reactive DPS is limited on purpose and gross negligence. Liability for slight negligence, third parties damages, loss of profit, subsequent damages is excluded. Reactive DPS is not responsible for force majeur.

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

Section 3 – Support, Services & Maintenance

Reactive DPS aims to respond to all queries within 48 hours between Monday and Friday. Reporting of potential bugs or issues can be made using our support@reactivedps.com email. Critical bugs which may prevent the use of the App will be prioritised above new features or other bug fixes. All other bugs will be prioritised and fix in future releases of the Apps or CMS.

Reactive DPS will review server requirements and ensure that each client is made aware when additional resources are required. As new features, performance enhancements and bug fixes are made available, Reactive DPS will update each App in the appropriate App store or update the CMS on the server.

Section 4 – Hosting, Servers & Availability

Reactive DPS makes use of the hosting services of Platform.sh. Server costs are determined by use. The more users of the DPS the more resources that will be required from the server. Hosting costs are therefore priced individually for each client. If expected server demand cannot be estimated, the minimum hosting setup will be used. Should the cost of hosting rise, the client will be invoiced additionally for the difference at the end of each month.

The client has the option to choose from 3 server locations and thus the territory that will host their content. They are the EU, US and Asia. If no preference is specified We will use servers located in the EU.

We try to keep our services up all the time, but the standard hosting plans do not come with guarantees, none, whatsoever. If you need guaranteed uptime you should contact us.

Section 5 – Reverse Engineering and Other Limitations

The client may not attempt to (and will not allow others to):

1. Reverse engineer, decompile, disassemble or translate the Reactive DPS service, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Reactive DPS service or any portion thereof; Unless specifically authorised in writing by an officer of Reactive DPS. In the case specific components of Reactive DPS are published as Open Source software, the client agrees to respect the license terms of each component. And agrees that the non-respect of such a license can lead to the immediate termination of the present contract without prejudice.

2. Interfere with, modify, disrupt or disable features or functionality of Reactive DPS, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Reactive DPS.

Should the client require additional functionality or features, the client should contact us so we can determine both the feasibility and cost of development.

Clients who require additional security and who may be concerned about their rights and ability to continue using the DPS for their own needs, in the unlikely event that Reactive DPS defaults, a fee can be paid to securely store the source code so that it can be used by the client for the purpose of maintaining the existing service. The source code in this sense may not be sold, licensed or distributed in any way whatsoever to others.

Section 6 – Billing

The DPS is licensed on an annual basis, although prices may be depicted per month. On receiving confirmation of an order, Reactive DPS will initiate the process by which the CMS and applicable apps are delivered. An invoice will also be issued on the same day or soon after. A one month grace period will begin within which the client agrees to work with Reactive DPS to provide any requirements necessary for the successful delivery of the DPS. One month after receiving the order the license period will begin.

Licenses are automatically renewed unless a canceled (See License Expiration and Cancellation). An invoice will be raised and issued 1 month before the current license is due to expire.

Packages and applicable features available in the DPS are specified in the order form. Reactive DPS holds no responsibility for the delivery of features not specified in the order form.

The Free package of the DPS is provided Free of charge at the discretion of Reactive DPS. It may be cancelled by either side at any time with 1 months written notice before the service is terminated.

Payment must be received no later than two weeks after an invoice has been issued.

Section 7 – Expiration and Termination

Termination of paid license agreements must be made in writing no later than 3 months before your current license is due to expire. Failure to meet the cut off date will mean you will be invoiced automatically for the following 12 months. Renewal invoices are usually sent out 1 month before the start of the new licensing period.

Termination of free trial license agreements must be made in writing 3 months before the desired termination date. A request to terminate may be made at anytime within the license period. The client may choose to upgrade to a paid license, if available, to continue using the service.

Reactive DPS retains the same rights to terminate both paid and free license agreements.

In the event that a valid written request is made, Reactive DPS will have a period of one month after the license period expires to make unavailable any applicable Reactive DPS Apps from its iTunes account. If the Reactive DPS Apps are distributed via the clients own iTunes account, the client holds the responsibility to make unavailable the relevant Reactive DPS Apps from the App Store and Google Play Store as applicable. Failure to do so, by the client, will result in a penalty equivalent to 1 months license fee for each month the relevant Apps remain available.

The Reactive DPS CMS will be backed up and archived within the month following the expiration of the license and the client will no longer have access to the CMS. If the client is using the Reactive DPS CMS for other licensed Apps, then no action will be taken with regards to the Reactive DPS CMS and the client will be able to continue using it.

Section 8 – iTunes App Store & Google Play Store

Apps delivered by Reactive DPS, will be made available via Reactive DPS’s own iTunes and Google Play Accounts, unless otherwise requested and agreed by Reactive DPS.

In addition, the client must adhere to Apple’s and Google’s rules regarding published content. When submitting a new App, in either Store, the App and its content must be correctly characterised to ensure that the appropriate age rating is applied.

Section 9 – Free Trials & Upgrading

Apps offered on a Free Trial basis will be delivered on he Reactive DPS’s own iTunes and Google Play Accounts unless explicitly agreed by Reactive DPS in writing.

Reactive DPS retains the right to serve appropriate advertising within Apps offered on a Free Trial basis and retain any and all advertising revenues resulting.

Clients may upgrade their service package at any time. The new license will run for a minimum of 12 months. Any outstanding balance from the original license plan will be deducted from the new license plan.

Section 10 – Training

Training will be provided by phone, Skype or Google Hangouts and will usually take 1.5 hours. Training will take place within the month following the acceptance of a signed order.

Section 11 – Roadmap

Future functionalities, features and capabilities will be developed based on Reactive DPS’s roadmap. The roadmap is an internal plan that Reactive DPS retains the right to alter to meet company needs. Roadmap features may be added to the DPS to enhance it’s performance, usability and/or functionality.

Section 12 – Governing Law

This agreement is governed by the laws of Austria excluding its conflict of law rules. Any dispute among Reactive DPS and Clients arising in connection with the use of the DPS shall be finally settled by the competent court in Austria.

Should any of the provisions of these terms and conditions be or become wholly or partly invalid or unenforceable, this will not affect the validity or enforceability of the remaining provisions.

Section 13 – Thank you

We hope you enjoy working with us and using the Reactive DPS.