In order to ensure the provision of high quality data services, Ibraci Links ("Ibraci Links," "we," "us," or "our") require all users of Ibraci Links Services to accept the
responsibilities and obligations contained in this Customer Agreement (the "Agreement"). Definitions of certain capitalized terms in this Agreement shall be defined in Section 14. By clicking on the "I Accept" button at
the end of this
Agreement, you or the entity you represent ("you" or "your") acknowledge and agree that:
The following Customer Agreement will apply to the use of any Ibraci Links service
beginning on May 25, 2018, though you are invited to review and accept its
terms at any time before such date.
In order to ensure the provision of high quality data services, Ibraci Links
("Ibraci Links," "we," "us," or "our") require all users of Ibraci Links
Services to accept the contractually binding responsibilities and obligations
contained in this Customer Agreement (the "Agreement"). Definitions of
certain capitalized terms in this Agreement shall be defined in Section 14.
By clicking on the "I Accept" button at the end of this Agreement, you or the
entity you represent ("you" or "your") acknowledge and agree that:
You are lawfully able to enter into contracts in both Mali
and the country you are presently residing in;
You consent to the application of the laws of Mali;
You consent to the jurisdiction of Mali, in all matters and/or
disputes arising from the construction, interpretation or application
of this Agreement unless otherwise expressly provided by this Agreement;
You will be and are responsible for ensuring the accuracy of your physical
and billing addresses, as listed in your Account at all times;
You will immediately notify us, in accordance with the terms of this
Agreement, in the event your physical address and/or billing address is or
becomes located within the African Union or Economic Community of West African States;
You authorize us to appoint our Affiliates and/or Subprocessors to assist
in the provision of the Ibraci Links Services; and
You shall abide by the terms and conditions of this Agreement and all
other applicable Service Level Agreements arising
from your use of a Ibraci Links Service or multiple Ibraci Links Services.
This Agreement, including the Service Level Agreements, will be
effective and replace any previously applicable agreements as of
the Effective Date. In the event you are entering into this
Agreement for or on behalf of an entity, such as a company you work
for, you represent to us that you have lawful and actual authority to
bind that entity. Please click here
if you have any questions or concerns regarding this Agreement.
Terms and Conditions
Prestation des Services Ibraci Links
We provide access to data hosting and processing instances ("Ibraci Links'")
which may be used by you for your computing resource needs. As a
digital infrastructure provider, the Ibraci Links' made available to you are
fully customizable, subject to the terms of this Agreement. At all
times, we are a Data Processor and we do not have any Proprietary
Rights to any data that is accessed, maintained and/or transmitted by
you or your End Users to or from a Ibraci Links Resource.
Portée & Priorité
Scope. This Agreement shall apply to all Ibraci Links Services.
Order of Precedence. Unless otherwise expressly agreed to in writing,
this Agreement shall take precedence over all Service Level Agreements.
In the event of a conflict between the terms of this Agreement and the
terms of a Service Level Agreement, the relevant terms of this
Agreement shall take precedence.
Survival. Termination or expiration of a Service Level Agreement shall
not result in the termination or expiration of this Agreement.
Votre Accès et votre Utilisation des Services Ibraci Links
Generally. Your access and use of the Ibraci Links Services shall, at all
times, comply and conform with:
The terms and conditions of this Agreement;
The terms and conditions of all applicable Service Level Agreements,
and the EU Model Contract as applicable; and
The regulations and laws applicable to your access and use of the
Ibraci Links Services.
At all times, you acknowledge and agree that you are the Data
Controller of all Customer Data, you are solely responsible for
obtaining or maintaining the Proprietary Rights for all Customer Data
and you are solely responsible, subject to Section 3.4 of this
Agreement, for all Customer Data.
Registration. Ibraci Links Services can only be accessed after the creation
of your Account. In order to create your Account, you will be required
to provide Ibraci Links with certain information, including, without
limitation, your contact information, payment and billing sources, and
digital identification (your "Personal Account Information"). By
accessing and using Ibraci Links Services, you also agree that you will
update and ensure that your Personal Account Information is current,
accurate and true. We may, at our sole discretion, suspend or terminate
your Account, along with any other remedies available to us, if you
fail to update or correct the currency, accuracy and truth of your
Personal Account Information.
Account Holder. At all times, the person or entity who creates and
registers your Account shall be deemed the "Account Holder," who shall
be responsible for ensuring that all other End Users (i) comply
with the terms and conditions of this Agreement and (ii) are notified
of the existence, modification and/or amendment of this Agreement.
Third Party Content. All Third Party Content used in association with
Ibraci Links Services shall conform to the terms of this Agreement. You
acknowledge and agree that we are not responsible for testing or
screening Third Party Content, and that as such, your use of Third
Party Content is at your sole and absolute risk. At all times, we may,
at our sole discretion, prohibit the use of Third Party Content after
providing you with reasonable notice.
Access and Use.
The Ibraci Links or Ibraci Links' available to your Account have
been intentionally designed to allow for broad customization. Unless an
activity is the sole and exclusive result of (i) our breach of this
Agreement or (ii) an unauthorized party accessing Ibraci Links Resources that
are not licensed to you and which are under our direct control
("Non-Customer Occurrences"), you shall be responsible for all
activities that are affiliated or associated with your Account,
including, without limitation,
Activities arising from the authorized access of your Account by you,
your employees, your permitted users or any other third party; and
Activities arising from the unauthorized access of your Account by you,
your employees, your permitted users or any other third party.
Under all circumstances, you are strictly prohibited from permitting,
assisting or enabling any individual or entity not listed as an
authorized user in your Account from accessing or using your Account.
In the event that your Personal Account Information is lost or stolen,
or if you believe your Account has been accessed by an unauthorized
user, you are required to immediately contact our Customer Support
team. Notwithstanding any provision to the contrary, nothing in this
Agreement shall be construed, interpreted or applied to impose
responsibility or liability on us or our affiliates for any and all
activities arising from the authorized or unauthorized access of your
Account except as caused by the Non-Customer Occurrences.
Responsabilité du Titulaire du Compte.
Content and Data. You are solely responsible for the access,
maintenance, transmission, use, development, acquisition, operation and
propriety of any data accessed, maintained or transmitted directly or
indirectly by you or your End Users ("User Usage"), including, without
limitation, any losses, claims, disputes, controversies or actions
arising from User Usage of the Ibraci Links Services.
End User Responsibility. You are responsible for ensuring that your
User Usage of the Ibraci Links Services are properly configured and shall
take the necessary steps for securing, protecting and backing up
Customer Data. Authentication codes, log-in credentials and user keys
generated by us (collectively, "User Verification") are for your direct
use only and must be properly secured by you. You are strictly
prohibited from disclosing, transferring or licensing any User
Verification to any other entity or person unless granted permission by
us in writing.
Responsibility for End Users. You are responsible for all End Users
which you permit, assist or enable to access or use your Account,
Customer Data or the Ibraci Links Services under this Agreement. Any and all
actions or conduct by an End User shall be deemed to have been the
actions or conduct of you, without exception.
End User Support. You are responsible for providing all applicable
customer service to your End Users. You acknowledge and agree that we
do not offer any support or services to End Users unless otherwise
agreed to in writing by us.
End User Violations. You are responsible to ensure that all End Users
comply with your obligations under this Agreement. In the event an End
User violates a provision of this Agreement, you will be obligated to
immediately terminate such End User's access to your Account, Customer
Data and/or Services under this Agreement.
Confidentialité des Données et du Contenu
General Considerations. We comply and operate under various privacy
frameworks between the US and the international community, which, in part,
require online service providers, like us, to protect customer Personal
Data from disclosure, subject to government actions that satisfy legal due
process (collectively the "Privacy Frameworks"). The protections and
obligations imposed on us by the Privacy Frameworks do not require you to
Generally. From time to time, your access and use of your Ibraci Links or
Ibraci Links' may require the processing of Customer Data by or through the
Economic Community of West African States. As a result of certain regulations and laws
imposed by the European Parliament and the Council of the European
Union, all customers are required to execute the EU Model Contract and/or
other appropriate instruments that provide an adequate level of protection
in compliance with the EU GDPR and/or the US Privacy Frameworks.
EU Model Contract. For purposes of the EU Model Contract and within the
meaning of the EU GDPR and/or the US Privacy Frameworks, you
acknowledge and agree that (i) you have reviewed the EU Model Contract,
(ii) you are a Data Exporter, and (iii) we are a Data Importer.
Facturation et Paiements
Generally. By accessing or using your Account or the Ibraci Links Services,
you agree that we are permitted to charge the credit card associated
with your Account as determined by us on a monthly basis. Payment is
always due within three (3) days of invoicing and access or use of your
Account or the Ibraci Links Services may be interrupted if you are ten (10)
days overdue on your payment. In the event you fail to entirely satisfy
payment to us within thirty (30) days of an invoice, you agree that we
may, at our sole discretion, take any action we deem necessary to
recover payment, including, without limitation, the use of third party
collection agencies. At all times, you agree that we may charge you an
interest rate of three percent plus the federal prime rate per month,
as determined by the Wall Street Journal at the time payment is due,
for any overdue payments.
Changes In Service Costs. We may increase or add new fees and charges
for any Ibraci Links Service by giving you thirty (30) days advance notice.
Third Party Fees. We are not responsible for any bank fees, interest
charges, overdraft charges or other fees resulting from your payment of
your invoice. Currency exchange settlements will be based on agreements
between you and the provider of your credit card.
Credits and Refunds.
Pro-rated credits may be issued by us in the event you retain any
active Ibraci Links Service(s) and have submitted a credit request to us due
to (i) our inability to satisfy our Uptime Guarantee or (ii) you
downgrade or cancel a pre-paid Ibraci Links Service. Credit requests can be
submitted via your Account portal or Ibraci Links Manager, and all credits
shall be applied strictly against the monthly payment due for the
payment period in which the credits were earned.
Pro-rated refunds may be issued by us in the event you cease to retain
any active Ibraci Links Services, provided that (i) you submit a refund
request via the cancellation form found in your Account portal or
Ibraci Links Manager and (ii) only payments made within one hundred eighty
(180) days of a properly submitted cancellation form shall be eligible
for refund. In addition to the foregoing, all refunds shall be (i)
subject to a five ($5.00) dollar service charge and (ii) issued to the
payment method in which the corresponding payment was received by us
Taxes. All fees and charges payable by you will be exclusive of taxes
and duties, including without limitation, and where applicable, sales
and use tax and value added tax. You will be responsible for providing
us any information we request to determine whether we are obligated to
collect sales and use tax or value added tax. In the event you are
entitled to an exemption from any taxes arising from your access or use
of your Account or the Ibraci Links Services, you will be responsible for
providing us with legally sufficient tax exemption documentation for
all applicable jurisdictions. If any deduction or withholding is
required by law, you shall notify us and will pay us any additional
amounts necessary to ensure that the net amount that we receive, after
any deduction and withholding, equals the amount we would have received
if no deduction or withholding had been required. Additionally, you
will provide us with documentation that is sufficient to us showing
that the withheld and deducted amounts have been paid to the relevant
Sécurité, Maintenance & Disponibilité
Security. Subject to Sections 3.6, 3.7 and 4, we will implement
reasonable and appropriate measures to secure your Customer Data
against accidental or unauthorized access, transmission, loss or
disclosure. Unless otherwise expressly specified by an applicable
Service Level Agreement, Ibraci Links shall have no obligation to maintain
Customer Data, backup Customer Data, or otherwise store Customer Data
on behalf of you or your End Users.
Maintenance. From time to time, Ibraci Links may perform repairs,
replacement, upgrades, updates, patches, fixes or other maintenance
which may delay, disrupt, suspend or otherwise impact the Ibraci Links
Service (individually a "Maintenance Event" and collectively the
"Maintenance Events"). Ibraci Links will use commercially reasonable efforts
to attempt to minimize the impact of Maintenance Events, but shall at
all times have sole and absolute discretion on determining the scope
and duration of any Maintenance Event. Ibraci Links will use reasonable
efforts to notify the Account Holder, sent to the Account Holder's
registered email address, in advance of a scheduled or planned
Maintenance Event, but will be unable to provide advance notice of
unplanned or emergency Maintenance Events.
Uptime Guarantee. We guarantee 99.9% monthly Ibraci Links Services uptime
(the "Uptime Guarantee"), provided however, the Uptime Guarantee shall
exclude all delays, disruptions, suspensions or otherwise adverse
effects to the Ibraci Links Services caused by:
When the uptime of Ibraci Links Services during a particular month is less than
99.9%, subject to the exclusions herein, you may request a pro-rata credit
for the affected monthly billing period.
a scheduled or planned Maintenance Event, provided that Ibraci Links has
given the Account Holder at least twenty-four (24) hours' advance
notice, which shall be sent to the Account Holder's registered email
an unplanned or emergency Maintenance Event, provided that Ibraci Links shall
provide an explanation of the unplanned or emergency Maintenance Event
to the Account Holder, sent to the Account Holder's registered email
address or posted on Ibraci Links' home website, within seven (7) days of
the commencement of the unplanned or emergency Maintenance Event,
unless restricted by law or legally binding obligation;
User Usage that is in violation of this Agreement; and
force majeure events, including without limitation, acts of war, acts
of God, natural disaster, pandemic, utility outages, denial of service
attacks, and the occurrence of vulnerabilities or exploits which could
not have been avoided with commercially reasonable care.
Suspension & Résiliation
Generally. You acknowledge and agree that we may, at our sole and
absolute discretion, suspend you or your End Users from accessing or
using any or all of the Ibraci Links Services, with or without notice, if we
you or your End User's continued access or use of the Ibraci Links Services
Result in an actual or possible tort or fraud,
Expose us or any relevant third party determined by us to an actual or
a risk of loss or liability, or
Adversely impact us or any relevant third party determined by us in any
you are delinquent on your payment obligations for more than ten (10)
you or your End User is in breach of this Agreement.
Effect. Our right to suspend you or your End Users is in addition to
our right to terminate this Agreement. If we suspend you or your End
Users from accessing or using any or all of the Ibraci Links Services:
You and your End Users shall be obligated and bound to this Agreement
until this Agreement is terminated,
You shall remain responsible for all fees and charges incurred during
any period of suspension, and
You shall not be entitled to any payment credits for any period of
Generally. We may terminate this Agreement, with or without cause, upon
providing you with three (3) days advance notice. You may terminate
this Agreement at your convenience and for any reason by closing out
your account and providing us with notice in accordance with Section 13
hereof, which shall be deemed effective upon written confirmation from
us that we received your notice.
Effect. Upon termination of this Agreement:
All your rights and your End Users' rights under this Agreement
We shall not be responsible for the storage, backup or maintenance of
any of your Customer Data, which may result in the permanent deletion
or removal of all your Customer Data,
You shall remain responsible for all fees and charges incurred through
the date of termination, which may including termination fees and
The terms of this Section 7.2 shall survive and continue to apply after
Vos Engagements, Déclarations et Garanties
Pacte Utilisateur Final. All covenants, representation and warranties made by
you in this Section 8 shall jointly apply to you and all of your End
Users. You agree that you shall be responsible for notifying all of
your End Users of your joint responsibilities under this Agreement, and
that breach of this Agreement by any one of you or your End Users shall
constitute a breach by all of you and your End Users. You agree that
you shall be directly responsible, legally, financially and otherwise,
for the performance, conduct and actions of your End Users while such
parties are accessing or using the Ibraci Links Services.
Legal Compliance Covenant. You represent and warrant that all User
Usage shall comply with the laws of Mali ("US")
and the laws of the jurisdiction of your domicile (without regard to
such jurisdiction's conflict of law principles), including without
limitation, trade control laws and regulations administered by the US
Department of Commerce, US Department of State or the US Department of
the Treasury. You are solely responsible for determining all applicable
US and non-US trade control laws, obtaining any applicable government
authorizations, and are liable for any non-compliance.
Data Covenant. By accessing, maintaining or transmitting Customer Data
with the Ibraci Links Services, you represent and warrant that you own all
rights, titles and interest in and to Customer Data or have the right
to use, reproduce, make derivative works of, or distribute such Data.
You expressly grant us the right to process, maintain and use the
Customer Data as necessary to provide the Ibraci Links Services, and that we
may disclose Customer Data as permitted by this Agreement or as
required or recommended by law.
License Covenant. You represent and warrant that you shall not pursue
any claim or action for ownership rights, titles or interest in the
Ibraci Links Services, and use of the Ibraci Links Services is subject to
revocation and termination at the convenience of us. You expressly
acknowledge and agree that all licenses granted to you in this
Agreement are conditional on your continued compliance with this
Agreement, and shall immediately and automatically terminate if you do
not comply with any term or condition of this Agreement. During and
after the duration of your use of the Ibraci Links Services, you shall not
assert, nor shall you authorize, assist, or encourage any third party
to assert, against us or any of our affiliates, customers, vendors,
business partners, or licensors, any patent infringement or other
intellectual property infringement claim regarding any Ibraci Links Services
you have used. The terms of this Section shall survive and continue to
apply after termination of this Agreement.
Account Holder Covenant. Unless otherwise expressly authorized by us in
writing, you represent and warrant that you shall not actually or
attempt to (a) modify, alter, tamper with, repair, or otherwise create
derivative works of any element of the Ibraci Links Services, (b) reverse
engineer, disassemble, or decompile the Ibraci Links Services or apply any
other process or procedure to derive the source code of any software
included in the Ibraci Links Services, (c) access or use the Ibraci Links Services
in a way intended to avoid incurring fees or exceeding usage limits or
quotas, or (d) resell or sublicense the Ibraci Links Services unless granted
prior permission by us in writing.
Publicity Covenant. You shall not misrepresent or
embellish the relationship between us and you (including by expressing
or implying that we support, sponsor, endorse, or contribute to you or
your business endeavors), or express or imply any relationship or
affiliation between us and you or any other person or entity except as
expressly permitted by this Agreement.
Nos Engagements, Déclarations et Garanties
User Support. We represent and warrant to you, excluding any of your
End Users, that we will provide you with twenty-four hour technical
support by way of Ibraci Links Customer Support, provided that we do not
offer technical support for application specific issues, including,
without limitation, as application configuration, CGI programming, web
or mail server configuration, or any other such issue. You acknowledge
and agree that we are not responsible for providing technical support
to your End Users.
Limited License. For a period commencing upon the Effective Date and
continuing until our termination of your use of the Ibraci Links Services, we
grant you a limited, revocable, non-exclusive, non-sublicensable,
non-transferable, non-assignable license to access and use the Ibraci Links
Services strictly in accordance with this Agreement.
Affiliés & Subprocessors
Some or all of our obligations under this Agreement may be performed by
Affiliates or Subprocessors. All Affiliates and Subprocessors are
required to substantially conform to our obligations under this
Agreement as applicable to the performance of the Ibraci Links Services. You
expressly grant us authorization for (i) Ibraci Links to appoint our
Affiliates to provide processing or sub-processing services and (ii)
Ibraci Links and our Affiliates to appoint Subprocessors, including without
limitation, third party data center, development, production,
maintenance marketing, financing and customer support providers in
connection to any Ibraci Links Resource or Ibraci Links Service.
Ibraci Links will provide you with a copy of our Subprocessors which relates
to your use of a Ibraci Links Resource or Ibraci Links Service upon request. If you
have a reasonable objection to a Subprocessor which relates to your use
of a Ibraci Links Resource or Ibraci Links Service, you shall notify Ibraci Links of your
objection in writing and Ibraci Links shall respond within thirty (30) days
of such request (each a "Subprocessor Request"). Ibraci Links, at Ibraci Links'
sole and absolute discretion, shall determine if we are able to provide
the applicable Ibraci Links Resource or Ibraci Links Service without the use of the
applicable Subprocessor. If Ibraci Links is unable to reasonably satisfy your
concerns within ninety (90) days of a Subprocessor Request, you may
terminate your Account and request prorated credits or refunds in
accordance with the terms of this Agreement.
Your failure to provide written objections or requests within any of
the deadlines provided in Section 10.2 will be deemed to be a waiver of
the applicable Subprocessor Request.
Ibraci Links shall ensure that our Subprocessors shall only be engaged by
written contract which imposes processing and sub-processing terms
which are substantially no less protective of your Customer Data than
this Agreement. Ibraci Links shall be responsible for procuring Suprocessor
performance under this Agreement and shall be liable to Customer for
any breach of your Customer Data by a Subprocessor, subject to any
indemnification or subrogation agreements entered into by us and the
applicable Subprocessor. In all instances not related to a breach of
Customer Data by a Subprocessor, you and your End Users expressly
acknowledge and agree that any disputes, controversies, claims or
actions shall be raised in the first instance against the applicable
Subprocessor and not against Ibraci Links.
Avertissements & Communiqués
Disclaimer of Certain Issues. THE Ibraci Links SERVICES ARE PROVIDED "AS IS."
WE, OUR AFFILIATES AND OUR SUBPROCESSORS MAKE NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR
OTHERWISE REGARDING THE Ibraci Links SERVICES, INCLUDING ANY WARRANTY THAT
THE Ibraci Links SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF RISK
OR ADVERSE ELEMENTS, OR THAT ANY CONTENT, INCLUDING YOUR CUSTOMER DATA,
WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT
PROHIBITED BY LAW, WE AND OUR AFFILIATES AND SUBPROCESSORS DISCLAIM ALL
WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF
ANY COURSE OF DEALING OR USAGE OF TRADE.
La Limitation de la Responsabilité et de l'Indemnisation
Indemnification. You will indemnify, defend and hold us, our Affiliates
and our Subprocessors harmless from and against all claims, damages,
losses, liabilities, costs and expenses (including reasonable attorney
fees and legal costs) in connection with disputes, controversies,
claims or actions made or brought by a third party arising from: (i)
you and your End Users' breach of this Agreement or violation of any
applicable law; (ii) you and your End Users' authorized or unauthorized
use of the Ibraci Links Services; (iii) you and your End Users' authorized or
unauthorized access, maintenance or transmission of content or data by
or through Ibraci Links Resources; (iv) you and your End Users' wrongful or
negligent acts or omission in connection with its performance of any
Ibraci Links Service; (v) you and your End Users' infringement or
misappropriation of any Proprietary Right(s); (vi) Customer's
disclosure of any information that is confidential or protected by law
and (vii) as between you and your End Users.
Limitation of Liability. To the furthest extent of the law, you
acknowledge and agree to assume full responsibility for any loss that
results from the use of the Ibraci Links Services and Ibraci Links Resources
including without limitation, technical support, and any services
related to hardware and software support and/or maintenance other than
a loss that results directly from our reckless or intentional
malfeasance or misfeasance.
EXCEPT IN INSTANCES WHERE LOSSES ARE DIRECTLY THE RESULT OF OUR
RECKLESS OR INTENTIONAL MALFEASANCE OR MISFEASANCE, WE, OUR AFFILIATES
AND OUR SUBPROCESSORS SHALL NOT BE LIABLE TO YOU OR YOUR END USERS FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR
DATA), EVEN IF WE, OUR AFFILIATES AND/OR OUR SUBPROCESSORS HAVE BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR HARMS. FURTHER,
NEITHER WE NOR ANY OF OUR AFFILIATES OR SUBPROCESSORS SHALL BE
RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, RESTITUTION, DAMAGES,
LOSSES OR HARMS ARISING IN CONNECTION WITH: (I) YOUR INABILITY TO USE
THE Ibraci Links SERVICES, INCLUDING AS A RESULT OF ANY (A) TERMINATION OR
SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE Ibraci Links
SERVICES, (B) OUR DISCONTINUATION OF ANY OR ALL OF THE Ibraci Links SERVICES
OR (C) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL
AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A
PORTION OF THE Ibraci Links SERVICES FOR ANY REASON; (II) YOUR COST OF
SUBSTITUTE GOODS OR SERVICES; (III) ANY EXPENSES, COVENANTS OR
COMMITMENTS MADE BY YOU OR YOUR END USERS IN CONNECTION WITH THIS
AGREEMENT OR THE Ibraci Links SERVICES; OR (IV) ANY UNAUTHORIZED ACCESS,
MAINTENANCE OR TRANSMISSION RESULTING IN THE ALTERATION OF, OR THE
DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE WITH RESPECT TO CUSTOMER
DATA OR THE Ibraci Links SERVICES. IN ANY CASE, THE AGGREGATE LIABILITY OF
US AND OUR AFFILIATES AND SUBPROCESSORS UNDER THIS AGREEMENT SHALL BE
LIMITED TO THE AMOUNTS YOU HAVE ACTUALLY PAID US UNDER THIS AGREEMENT
FOR THE Ibraci Links SERVICES THAT GAVE RISE TO THE DISPUTE, CONTROVERSY,
CLAIM OR ACTION.
Force Majeure. We and our Affiliates and Subprocessors shall not be
liable for any delay or failure to perform any obligation under this
Agreement resulting from any cause beyond our reasonable control,
including acts of God, labor disputes or other industrial disturbances,
systemic electrical, telecommunications, or other utility failures,
earthquake, storms or other elements of nature, blockages, embargoes,
riots, acts or orders of government, acts of terrorism, or war.
Government Use. Strictly for the purposes of this Section 12.4, in
instances of the Ibraci Links Services being provided to a governmental
entity in its governmental capacity, including any related technical
data or accompanying documentation, the Ibraci Links Services shall be
considered "commercial items" as defined in 48 C.F.R. §2.101. If you or
your End Users are using the Ibraci Links Services on behalf of a
governmental entity and any or all of this Agreement fails to meet that
government's needs or are inconsistent in any respect with law, you and
your End Users, as applicable, shall immediately discontinue use of the
Ibraci Links Services.
You agree that we may provide you with notices, including those
regarding changes to this Agreement or any Service Level Agreements, by
email or regular mail to be sent to the addresses listed in your
Account or by publication on any Ibraci Links Resource(s). You must provide
us with all notices through Ibraci Links Customer Support.
Amendements ou Modifications
This Agreement shall not be amended or modified, nor shall it be
deemed, interpreted or construed to be amended or modified, without the
prior written consent of an authorized representative of Ibraci Links.
"Account" means the online portal provided by us which permits you to
(i) register for the Ibraci Links Services and (ii) manage the access,
maintenance and transmission of Customer Data by and through the
Ibraci Links Services.
"Affiliates" means any subsidiaries, contractors, representatives,
agents, vendors or distributors which, as determined by us in our sole
and absolute discretion, assist in the performance of the Ibraci Links
"Customer" or "Customers" means any individual(s) or entity(ies)
authorized to access, maintain, transmit, develop, acquire, operate or
otherwise use an Account.
"Customer Data" means all content, including without limitation, all
data, text, audio, software (including machine images or processes), or
visual (both static and dynamic) files that are provided to us by, or
on behalf of, you through your use of the Ibraci Links Services, and all
content provided by you or on your behalf relating to your Personal
Data or the Personal Data of your End Users.
"Data Controller" has the meaning as defined in the EU Model Contract.
"Data Exporter" has the meaning as defined in the EU Model Contract.
"Data Importer" has the meaning as defined in the EU Model Contract.
"Data Processor" has the meaning as defined in the EU Model Contract.
"Data Subject" means any natural person who can be identified, directly
or indirectly, in particular by reference to an identification number
or to one or more factors specific to his/her/its physical,
physiological, mental, economic, cultural or social identity, including
without limitation, a full name, company name (if applicable), billing
address, credit card number and expiration date, e-mail address, and
"Effective Date" means, as applicable, (i) May 25, 2018, if you clicked
and accepted this Agreement prior to May 25, 2018; or (ii) the date on
which you clicked and accepted this Agreement if such date is after
May 25, 2018.
"End User(s)" means any individual or entity that directly or
indirectly accesses or uses your Account, Customer Data or the Ibraci Links
Services under this Agreement.
"Economic Community of West African States" refers to the following countries: Benin,
Burkina Faso, Capo Verde, Ivory Coast, Gambia, Ghana, Guinea, Guinea Bisseau, Liberia,
Mali, Niger, Nigeria, Senegal, Sierra Leone, Togo.
"Ibraci Links Customer Support" means the online ticketing system found
"Ibraci Links Resource" or "Ibraci Links Resources" means any website, product,
software, hardware, application, machine, equipment or property used by
us to provide or make available the Ibraci Links Services.
"Ibraci Links Service" or "Ibraci Links Services" means any and all services made
available by us, our Affiliates or our Subprocessors, including those
services published on any Ibraci Links Resource.
"Personal Data" means any information relating to a Data Subject that
you or your End Users directly or indirectly provide to us as part of
the Ibraci Links Services or any Data Subject's use of any Ibraci Links Resource.
"Proprietary Rights" means any right, interest or authorized or
permitted ability to use, distribute, redistribute, produce, reproduce
or display any tangible or intangible property protected by patent,
copyright, trade secret, trademark, or other intellectual property
"Service Level Agreement(s)" means any agreement or policy subject to
this Agreement, including without limitation, the Acceptable Use Policy,
sole and absolute discretion from time to time with or without notice.
"Subprocessors" means any subsidiaries, contractors, representatives,
agents, vendors or distributors engaged to process Customer Data as
part of the Ibraci Links Services.
"Third Party Content" means all content, including without limitation,
all data, text, audio, software (including machine images or
processes), or visual (both static and dynamic) files that are used by
you and/or your End Users that were not directly provided to you by us.
English Language. If we provide a translation of the English language
version of this Agreement, the English language version of the
Agreement will control if there is any conflict.
No Assignment. You are strictly prohibited from assigning, delegating
or sublicensing any or all of this Agreement or the Ibraci Links Services,
and any and all rights, obligations, duties, responsibilities, or
interests therein, without our prior written consent, which consent may
be withheld for any reason or for no reason.
No Third Party Beneficiaries. This Agreement does not create any third
party beneficiary rights in any individual or entity that is not a
party to this Agreement.
No Waiver. Our failure to demand or enforce compliance or performance
of any term of this Agreement, regardless of the length of time for
which such failure continues, shall not be deemed to be a present or
future waiver of our right to demand or enforce compliance or
performance at a later time. No consent or waiver, express or implied,
to or of any breach or default in the performance of any obligation
under this Agreement shall constitute a consent or waiver to or of any
other breach or default in the compliance or performance of the same or
any other obligation. All waivers by us must be in writing and executed
by an authorized representative of us to be effective.
Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be
invalid, illegal, or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality, or
unenforceability will not affect any other provision or any other
jurisdiction, but this Agreement will be deemed to be modified to
permit its enforcement to the maximum extent permitted by law, or
reformed if modification is not permitted, and the Agreement shall
remain in full force and effect as modified.
Governing Law and Venue. You and your End Users acknowledge and agree
that you, your End Users, this Agreement and all claims, actions,
causes of action, suits, litigation, controversies, hearings, charges,
complaints or proceedings arising in whole or in part under or in
connection with this Agreement, shall be governed by and construed in
accordance with the domestic substantive laws of Mali, without giving
effect to any choice or conflict of law provision or rule that would
cause the application of the laws of any other jurisdiction. All proceedings
arising from this Agreement shall be exclusively venued in the justice
court in Commune V, Bamako. You and your End Users expressly consent to
exclusive jurisdiction and venue in those courts. We may seek injunctive
or other relief in any state, federal, or national court of competent
jurisdiction for any actual or alleged infringement of our, our affiliates,
or any third party's intellectual property or other proprietary rights.
The United Nations Convention for the International Sale of Goods does not
apply to this Agreement.
Headings. Headings used in this Agreement are provided for convenience
only and shall not be used to construe meaning or intent.
Entire Agreement. This Agreement includes the Service Level Agreements
and constitutes the final, complete, and exclusive statement of the
agreement between you and us regarding the subject matter of this
Agreement. This Agreement supersedes any and all other prior and
contemporaneous agreements and understandings, both written and oral,
between you and us, inclusive of all mediums and methods of
correspondence, negotiation and otherwise communication. We shall not
be bound by, and specifically object to, any term, condition or other
provision which is different from or in addition to the provisions of
this Agreement (whether or not it would materially alter this
Agreement) and which is submitted by you in any order, receipt,
acceptance, confirmation, correspondence or other document.