Last update September,19 2016
1. YOUR AGREEMENT WITH Mesosfer
1.1 Your use of the Mesosfer service is governed by this agreement (the "Terms"). "Mesosfer" means Mesosfer.com (website), located at Amir Mahmud IX/23 Gunung Anyar Surabaya 60294, Indonesia, and its subsidiaries or affiliates involved in providing the Mesosfer Services. The “Mesosfer Services” means the services Mesosfer makes available through this website, including this website, the Mesosfer application platform, the Mesosfer API, and any other software or services offered by Mesosfer in connection thereof.
1.2 In order to use the Mesosfer Services, you must first agree to the Terms. You can agree to the Terms by actually using the Mesosfer Services. You understand and agree that Mesosfer will treat your use of the Mesosfer Services as acceptance of the Terms from that point onwards.
1.3 You may not use the Mesosfer Services if you are a person barred from receiving the Mesosfer Services under the laws of the Indonesia or other countries, including the country in which you are resident or from which you use the Mesosfer Services, or international laws or treaties. You affirm that you are over the age of 13, as the Mesosfer Services are not intended for children under 13. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD'S USE OF THE Mesosfer SERVICES, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR
1.4 You agree that your use or purchases of Mesosfer Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Mesosfer or any of its affiliates regarding future functionality or features.
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2. YOUR ACCOUNT AND USE OF THE Mesosfer SERVICES
2.1 You must provide accurate and complete registration information any time you register to use the Mesosfer Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Mesosfer immediately.
2.2 Your use of the Mesosfer Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Mesosfer Services by any means other than through the interface that is provided by Mesosfer in connection with the Mesosfer Services, unless you have been specifically allowed to do so in a separate agreement with Mesosfer, or (b) engage in any activity that interferes with or disrupts the Mesosfer Services (or the servers and networks which are connected to the Service).
2.4 You may use the Mesosfer Services only to develop and run Applications on the Mesosfer infrastructure. You may not access the Mesosfer Services for the purpose of bringing an intellectual property infringement claim against Mesosfer or for the purpose of creating a product or service competitive with the Mesosfer Services.
2.5 Your account may have usage limits, as further explained on the Mesosfer website or other documentation provided by Mesosfer. The Mesosfer Services shall not permit you to exceed the hard usage limits. Mesosfer reserves the right to enforce soft usage limits in its sole discretion, which may result in Mesosfer serving a “quota exceeded” page to you or your end users (“End Users”). Repeated exceeding of the hard or soft usage limits may lead to termination of your account.
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3. PRIVACY AND RESTRICTIONS ON USE
3.2 You agree that you will protect the privacy and legal rights of the End Users of your Application. You must provide legally adequate privacy notice and protection for such End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Application and to Mesosfer.
3.3 The Content displayed and/or processed through your Application or other web site utilizing the Mesosfer Services shall not contain any of the following types of content:
(a.) Content that infringes a third party's rights (e.g., copyright) according to applicable law;
(b.) Excessively profane content;
(c.) Hate-related or violent content;
(d.) Content advocating racial or ethnic intolerance;
(e.) Content intended to advocate or advance computer hacking or cracking;
(g.) Other illegal activity, including without limitation illegal export of controlled substances or illegal software;
(h.) Drug paraphernalia;
(j.) Malicious content;
(k.) Other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third-party rights.
3.4 You may not and may not allow any third party, including your End Users, to:
(a.) Generate or facilitate unsolicited commercial email ("spam"). Such activity includes, but is not limited to:
i. sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law;
ii. imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam;
iii. data mining any web property (including Mesosfer) to find email addresses or other user account information;
iv. sending unauthorized mail via open, third-party servers;
v. sending emails to users who have requested to be removed from a mailing list;
vi. selling, exchanging or distributing to a third party the email addresses of any person without such person's knowing and continued consent to such disclosure; and
vii. sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship.
(b.) Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content
(c.) Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature;
(d.) Conduct or forward pyramid schemes and the like;
(e.) Transmit content that may be harmful to minors;
(f.) Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email;
(g.) Illegally transmit another's intellectual property or other proprietary information without such owner's or licensor's permission;
(h.) Use the Mesosfer Services to violate the legal rights (such as rights of privacy and publicity) of others;
(i.) Promote or encourage illegal activity;
(j.) Interfere with other users' enjoyment of the Mesosfer Services;
(k.) Sell, trade, resell or otherwise exploit the Mesosfer Services for any unauthorized commercial purpose;
(l.) Modify, adapt, translate, or reverse engineer any portion of the Mesosfer Services;
(m.) Remove any copyright, trademark or other proprietary rights notices contained in or on the Mesosfer Services;
(n.) Reformat or frame any portion of the web pages that are part of the Mesosfer Services’ administration display;
(o.) Use the Mesosfer Services in connection with illegal peer-to-peer file sharing;
(p.) Display any content on the Mesosfer Services that contains any hate-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws, or any third party rights;
(q.) Modify the Mesosfer logo or any other Mesosfer Marks; or
(r.) Use the Mesosfer Services, or any interfaces provided with the Mesosfer Services, to access any Mesosfer product or service in a manner that violates the Terms or other terms and conditions for use of such Mesosfer product or service.
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4. FEES FOR USE OF THE Mesosfer SERVICES
4.1 Subject to the Terms, the Mesosfer Services are provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found at http://www.Mesosfer.com (or such URL as Mesosfer may provide).
4.2 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in Mesosfer fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Mesosfer incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Mesosfer's measurements of your use of the Mesosfer Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Mesosfer and only in the form of credit for the Mesosfer Services. Nothing in these Terms obligates Mesosfer to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Mesosfer may be shared by Mesosfer with companies who work on Mesosfer's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Mesosfer and servicing your account. Mesosfer may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Mesosfer shall not be liable for any use or disclosure of such information by such third parties. Mesosfer reserves the right to discontinue the provision of the Mesosfer Services to you for any late payments.
4.3 Mesosfer may change its fees and payment policies for the Mesosfer Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Mesosfer may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4 You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Mesosfer Services in a manner intended to avoid incurring fees.
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5. CONTENT ON THE Mesosfer SERVICES AND TAKE DOWN OBLIGATIONS
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Mesosfer Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that you create using the Mesosfer Services and any source code written by you to be used with the Mesosfer Services (collectively, "Applications").
5.2 Mesosfer reserves the right (but shall have no obligation) to remove any or all Content from the Mesosfer Services. You agree to immediately take down any Content that violates the Terms, including pursuant to a take-down request from Mesosfer. In the event that you elect not to comply with a request from Mesosfer to take down certain Content, Mesosfer reserves the right to directly take down such Content or to disable Applications.
5.3 In the event that you become aware of any violation of the Terms by an End User of Applications, you shall immediately terminate such End Users' account on your Application. Mesosfer reserves the right to disable Applications in response to a violation or suspected violation of the Terms.
5.4 You agree that you are solely responsible for (and that Mesosfer has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Mesosfer Services and for the consequences of your actions (including any loss or damage which Mesosfer may suffer) by doing so.
5.5 You agree that Mesosfer has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
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6. PROPRIETARY RIGHTS
6.1 You acknowledge and agree that Mesosfer (or Mesosfer's licensors) own all legal right, title and interest in and to the Mesosfer Services, including any intellectual property rights which relates to or subsists in the Mesosfer Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, Mesosfer acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Mesosfer Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Mesosfer, you agree that you are responsible for protecting and enforcing those rights and that Mesosfer has no obligation to do so on your behalf.
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7. LICENSE FROM Mesosfer AND RESTRICTIONS
7.1 Mesosfer gives you a limited, personal, worldwide, revocable, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Mesosfer as part of the Mesosfer Services as provided to you by Mesosfer. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Mesosfer Services as provided by Mesosfer, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Mesosfer Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Mesosfer, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Mesosfer Services or any Applications running on the Mesosfer Services.
7.3 Open source software licenses for components of the Mesosfer Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Mesosfer for the use of the components of the Mesosfer Services released under an open source license.
7.4 Mesosfer hereby grants you a limited, personal, revocable, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Mesosfer trademarks and logos expressly provided to you by Mesosfer for the sole purpose of promoting or advertising that you use the Mesosfer Services (the “Marks”). You agree that all goodwill generated through your use of the Mesosfer Marks shall inure to the benefit of Mesosfer. You shall not use any Mesosfer Mark to disparage Mesosfer, its products or services, or in a manner which, in Mesosfer’s reasonable judgment, may diminish or damage its goodwill in the Mark or imply endorsement by Mesosfer. You agree to cease all such uses upon written notification by Mesosfer. You agree not to take any action which might lead a third party to think that any Mesosfer’s Mark is owned by you, or which might adversely impact Mesosfer’s reputation. You shall at all times use the Mesosfer Marks in a manner consistent with trademark laws. You shall notify Mesosfer immediately of any improper, infringing, confusing or unauthorized use of Mesosfer’s Marks of which you become aware. You shall not alter the appearance of any Mesosfer Mark or obscure such Mark in any way. Changing the color, font, or proportions of any Mesosfer Mark is prohibited.
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8. LICENSE FROM YOU
8.1 Mesosfer claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Mesosfer Services you give Mesosfer a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Mesosfer to provide you with the Mesosfer Services. Furthermore, by creating an Application through use of the Mesosfer Services, you give Mesosfer a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Mesosfer to provide you with the Mesosfer Services.
8.2 You may choose to or we may invite you to submit comments or ideas about the Mesosfer Services, including without limitation about how to improve the Mesosfer Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Mesosfer under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/ or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.3 You agree that Mesosfer, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Mesosfer Services.
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9.1 Mesosfer may make available through the Mesosfer Services additional features, functionality, and services offered by its third-party partners (“Add-ons”). Your use of Add-ons is subject to these Terms and to the applicable fees. You acknowledge for each Add-on you subscribe to or purchase through the Mesosfer Services, these Terms constitute a binding agreement between you and the third party licensor of that Add-on (“the Add-on Provider”) only. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; Mesosfer is acting as agent for the Add-on Provider in providing each such Add-on to you; Mesosfer is not a party to the license between you and the Add-on Provider with respect to that Add-on; and Mesosfer is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Mesosfer and its affiliates are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that Mesosfer will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
9.2 By subscribing to or purchasing an Add-on, you grant Mesosfer permission to share your Application, Content, and user information with the Add-on Provider as necessary in order to provide you the Add-on.
9.3 The license granted to you to use any Add-on is personal to you, and is not sublicensable to your End Users. You may not provide or resell Add-ons to others
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Mesosfer may, and you grant us permission to, make recommendations via the Mesosfer Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the Mesosfer Services. We will never make recommendations directly to your End Users.
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11. MODIFICATION AND TERMINATION OF THE Mesosfer SERVICES
11.1 Mesosfer is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Mesosfer Services which Mesosfer provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Mesosfer Services will be effective with respect to all versions of the Mesosfer Services; examples of changes to the form and nature of the Mesosfer Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
11.2 You may terminate these Terms at any time by canceling your account on the Mesosfer Services. You will not receive any refunds if you cancel your account.
11.3 You agree that Mesosfer, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Mesosfer Services may be without prior notice, and you agree that Mesosfer will not be liable to you or any third party for such termination.
11.4 You are solely responsible for exporting your Content and Application(s) from the Mesosfer Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
11.5 Upon any termination of the Mesosfer Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.
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12. EXCLUSION OF WARRANTIES
12.1 NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT Mesosfer'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE Mesosfer SERVICES IS AT YOUR SOLE RISK AND THAT THE Mesosfer SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
12.3 Mesosfer, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE Mesosfer SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Mesosfer, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE Mesosfer SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE Mesosfer SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDE
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13. LIMITATION OF LIABILITY
13.1 SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT Mesosfer, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
13.2 THE LIMITATIONS ON Mesosfer 'S LIABILITY TO YOU IN SECTION 12.1 ABOVE SHALL APPLY WHETHER OR NOT Mesosfer HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
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You agree to hold harmless and indemnify Mesosfer, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Mesosfer and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Mesosfer Services, (c) your violation of applicable laws, rules or regulations in connection with the Mesosfer Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Mesosfer will provide you with written notice of such claim, suit or action.
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15. COPYRIGHT POLICY
15.1 You agree to set up a process to respond to notices of alleged infringement that comply with the Indonesia Digital Millennium Copyright Act ("DMCA notices"). It is Mesosfer's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid DMCA notice.
15.2 If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Mesosfer Services, please notify Mesosfer copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:
(a.) An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
(b.) Identification of the copyrighted work that you claim is being infringed;
(c.) Identification of the material that is claimed to be infringing and where it is located on the Mesosfer Services;
(d.) Information reasonably sufficient to permit Mesosfer to contact you, such as your address, telephone number, and e-mail address;
(e.) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
(f.) A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
Mesosfer’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows:
Attention: Copyright Agent
Eyro Digital Teknologi,Ltd.
Amir Mahmud IX/23 Street
Gunung Anyar Surabaya 60294
Email: Hi [at] Mesosfer [dot] com
For clarity, only DMCA notices should go to the Mesosfer Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to Mesosfer customer service through Hi [at] Mesosfer [dot] com.
16. OTHER CONTENT
16.1 The Mesosfer Services may include hyperlinks to other web sites or content or resources or email content. Mesosfer may have no control over any web sites or resources which are provided by companies or persons other than Mesosfer.
16.2 You acknowledge and agree that Mesosfer is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 You acknowledge and agree that Mesosfer is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
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17. CHANGES TO THE TERMS
17.1 Mesosfer may make changes to the Terms from time to time. When such changes are made, Mesosfer will make the updated Terms available on its website.
17.2 You understand and agree that if you use the Mesosfer Services after the date on which the Terms have changed, Mesosfer will treat your use as acceptance of the updated Terms.
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18. GENERAL LEGAL TERMS
18.1 The Terms constitute the whole legal agreement between you and Mesosfer and govern your use of the Mesosfer Services (but excluding any services which Mesosfer may provide to you under a separate written agreement), and completely replace any prior agreements between you and Mesosfer in relation to the Mesosfer Services.
18.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
18.3 If Mesosfer provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
18.4 You agree that Mesosfer may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Mesosfer Services. By providing Mesosfer your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
18.5 You agree that if Mesosfer does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Mesosfer has the benefit of under any applicable law), this will not be taken to be a formal waiver of Mesosfer's rights and that those rights or remedies will still be available to Mesosfer.
18.6 Mesosfer shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
18.7 The Terms, and your relationship with Mesosfer under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Mesosfer agree to submit to the exclusive jurisdiction of the courts located within the county of New York, New York to resolve any legal matter arising from the Terms.
18.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Mesosfer Services upon written notice to the assigning party.
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