The provider of the internet services and other products supplied or provided available at demeter.run (the "Website" and together with the internet services and other products, the "Service") is Txpipe LLC, 651 N Broad St, Suite 201, Middletown registered at the county of New Castle, represented by the managing directors Santiago Carmuega and Federico Weill ("Txpipe" or "we/our").
The use of the scope of Services provided by us and used by our registered customers in form of individuals and businesses (each a "Customer" or "you/your") is determined by the following general terms of service ("Terms of Service" or "Agreement").
These Terms of Service shall apply to all Customers.
Any provisions, which are contrary to these Terms of Service, are not part of the contract, unless we explicitly and in writing agree that these provisions shall be valid.
Notwithstanding anything in the contrary in this Agreement, upon your offer to enter into this Agreement, we may, at our discretion, decide to accept or reject such offer. Unless an explicit declaration of the acceptance is given, our acceptance can be deemed given when Demeter grants the Service offered under this Agreement.
There is no legal entitlement for using the services provided by Demeter. Demeter has the right to stop or deny any registration without giving any reasons.
By the time of sign-up the Customer must be at least 18 years old and fully contractually capable. In case of doubt, Demeter is entitled to ask the individual Customer to submit documentary evidence of age or contractual capability.
In order to access or amend the data relating to the Demeter account, the Customer shall access or amend such data within the Existing Account.
During our Services, you remain in control of your Existing Account. Cancelation or termination of our Services has no effect on your Existing Account.
After successful registration, the Customer shall be able to log in to use our Service. A login is only possible via the access data assigned to the Customer by Demeter (user name and password).
Usually, Demeter does not offer any integration, support or consulting services as part of the Service. Within its sole discretion, Demeter may offer support via email or in-Service communications as set forth in detail on the Website.
The Customer’s rights in case of defects of the Service remain unaffected.
We retain ownership of all intellectual property rights of any kind related to the Website and Service unless explicitly granted to you pursuant to this Agreement.
Upon successful registration for the Service and payment of Fees (as applicable) Demeter hereby grants to Customer the worldwide, non-exclusive, non-sublicensable, non-transferable right to use the Service for the term and subject to the provisions of this Agreement. The customer accepts the such a grant of rights.
The Customer is aware that the Service contains open source components and such components are governed by the respective open source licenses.
By subscribing to our website and using our services, you agree to the following terms and conditions regarding payment for our services:
Depending on the subscription plan chosen by the customer, Demeter will charge a fee for using its Service. The fees, parameters, and options associated with each plan are clearly stated on the website.
Our website offers infrastructure as a service for our customers. Our plans have different credit units included (Demeter Credit Units -DCU). Each feature and service provided by Demeter consumes a certain amount of DCUs per unit of time or per call (in case of an API).
Our fees are subject to change, and it is the customer's responsibility to keep up to date with any changes to our pricing structure. The description, options, DCUs per plan, DCUs consumption per service and the total amount of the Fee shall be based on the current list shown on the Website or as provided to the Customer in text form.
The Customer shall pay the Fee by using the payment methods set forth on the Website without any extra charge. The currently valid prices are displayed before the respective purchase is finalized within the Service.
The User acknowledges and agrees that Demeter will communicate to them, in real-time, via its website, the total amount of DCUs consumed and remaining in their plan. In the event that the User exhausts all of the DCUs available in their plan, Demeter reserves the right to block the User's writing permissions access to the projects until more DCUs become available, either through renewal of the monthly plan or upgrade of the plan.
Our Services are generally available on the Website. Exceptions are: Back-up processes, system maintenance, system or database repair work, and unavailability of the third party service for the Existing Account. We try to keep these disruptions on a low level. Customer's rights in case of defects remain unaffected.
We are liable without limitation for damages caused deliberately or due to gross negligence by Demeter; damages due to a neglect of duty by Demeter concerning essential contractual rights and obligations, which are absolutely necessary for proper execution of the contract, and which might endanger the fulfillment of the contractual purpose (material contractual obligations). In that case, however, liability shall be limited to typical and foreseeable damages; liability according to the Product Liability Act; liability in case of a guarantee (without hereby giving such guarantee).
Any exemption from liability as well as limitations of liability of Demeter shall also apply to the legal representatives and assistants of Demeter.
No further liability for Demeter exists. In particular, Demeter is not liable for a failure or delay in rendering Service to the extent caused by circumstances beyond its reasonable control.
We are not accountable for defects of Service or defects concerning the rights of Service in case the Service was supplied or provided without payment and the defects have not been left intentionally undisclosed.
Furthermore, we explicitly inform that our Service is in a stage of beta testing, and we are not accountable for defects even if the Service is paid for.
We do not offer any guarantees for our Service without an expressly given confirmation.
True Data and Fair use: You must fill in all required fields in the sign-up sheet truthfully and completely. You must respect and abide these Terms of Service, especially the obligations for Fair and Acceptable Use set forth in Section I. You are responsible for the content you create, post, upload or otherwise store, make available, or communicate in use of the Service.
Password and Security: You shall chose a safe password (we recommend at least 8 signs, including a letter, cypher and special character) for your account and change such password on a regular basis. You shall only pass such password information to authorized persons.
Defects and Bug reporting: You agree to support Demeter in removing possible software defects by means such as bugs reporting or providing any information that can help us finding source of errors, if you have any available.
Demeter Services are to be used for lawful software development, demoing, showcasing or debugging the resulting software and/or teaching software development. Your use of the Services must comply with general fair practices and you must, in particular, not nor allow others through your Demeter account to:
breach any applicable laws, not limited to a specific jurisdiction;
post, host, upload, communicate or transmit content that is unlawful, sexually obscene, discriminatory, abusive, libelous, defamatory, fraudulent, harassing, threatening or infringes proprietary rights of any third party or us;
distribute any malware or other deceitful or destructive content, including, but not limited to viruses, worms, Trojan horses, exploits, or corrupted files, distribution of unsolicited mass communications, advertising or solicitation;
conduct illegal activities or their promotion;
interfere or tamper with, violate, disable, impede or circumvent any part of the Service of Demeter and the equipment and services used by DEmeter to provide them;
attack or break into computer systems;
abuse, scan other computer systems or networks, or place immoderate burden on any computing resources or systems;
conduct or participate in any manner in peer-to-peer file sharing activity;
engage in number crunching, data mining, cryptocurrency mining, or similar schemes;
make any use or failure thereof which could lead to, create, increase risk of, death, physical injury or health or environmental damage;
any other activity which can reasonably be deemed an unfair use of the Services.
Demeter workspaces allow you to interact online with other people, computer networks, and computer systems. You are solely responsible for this interaction and especially any problems, material or immaterial damage this interaction might cause. Third-party claims addressed to us that result from your interactions online or violation of these Terms of Service shall be redirected to you, and you shall hold us harmless and indemnify us for any damages, claims, liabilities, and expenses, including attorneys’ fees that your interaction causes to others and us provided you are held responsible for such breach.
The Customer has the possibility within his account to upload content and code, including but not limited to programs, technical data, personal data ("Customer Data"). The Customer is solely responsible for this Customer Data and undertakes not to upload or otherwise use any prohibited content within his customer profile in accordance with these Terms of Service. Insofar as the Customer leaves these Customer Data to Demeter and its Service, Customer grants Demeter all rights necessary for the execution of the contractual agreement with Demeter. This includes, in particular, the right to make the corresponding data accessible on the Website displaying them in the Customer’s account. Demeter hereby accepts this granting of rights.
In the event that Customer Data is removed from an account or that an account is/was deleted by the Customer or by us for whatever reason, the rights to such Customer Data shall expire, except for legal retention periods and the Customer’s statutory rights for a backup of such Customer Data.
Customer is solely responsible for such Customer Data, especially any copyrights, data protection requirements, problems, material or immaterial damage these Customer Data might cause. Third party claims addressed to us which result from violations due to these Customer Data and to these Terms of Service shall be redirected to you and you shall hold us harmless and indemnify us for any damages, claims, liabilities and expenses, including attorneys’ fees that your interaction causes to others and us provided you are held responsible for such breach.
In addition to our termination rights, we have the right to the following blocking measures:
In case a Customer is in breach of Section I. or a reasonable suspicion thereon considering the reasonable interests of the Customer temporarily suspend providing the entire or any part of the Service to the Customer; and/or
In case the Customer Data (i) violate applicable laws or are subject to illegal activities each to the knowledge of Demeter, or (ii) harm or affect the provision of the Service, related services and networks or the security and integrity of related networks, we may without previous notification block from access and/or execution or delete software or other Customer Data.
We will inform the Customer of such blocking measures set forth above without hesitation.
The following provisions of this Section L. shall only apply to Consumers.
If you are a Consumer, you have the right of withdrawal in accordance with the statutory provisions. In all respects the regulations, which are given in detail in the following instruction on withdrawal, apply to the right of withdrawal.
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Right of Withdrawal
You have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period will expire 14 days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us to:
represented by: Santiago Carmuega, Federico Weill
651 N Broad St, Suite 201,
Middletown, New Castle
of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post or e-mail).
To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.
If you withdraw from this contract, we shall reimburse you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.
If you requested to begin the performance of services during the withdrawal period, you should pay us an amount that is in proportion to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract.
Your right to withdraw from this Agreement expires prematurely if the Services were initiated by us to you only after you as Consumer have expressly agreed that we shall commence with the execution of the contract before the expiry of the withdrawal period, and at the same time have confirmed your knowledge of the fact that you lose your right to withdraw from the contract with the beginning of the execution of the contract.
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Term and Termination
This Agreement is effective as of your creation of the Demeter Demeter and remains effective until terminated. You as Customer or Demeter may each terminate this Agreement without reason by giving a 15-day notice using the termination option in the Demeter account or as for Demeter via email to Customer.
In addition, you as Customer or Demeter can terminate this Agreement with immediate effect for good cause. Good cause on part of Demeter shall include, among others, when (i) you are in breach or your obligations under this Agreement; or (ii) fall behind in payment for more than six (6) weeks; or (iii) breach the terms of Fair and Acceptable Use in Section I; or (iv) a major change in cooperation between Demeter and other companies that is central for Demeter to supply its Service occur, including but not limited to the end or material change of the workings of a software or service, a cancellation of the co-operation, or materially changed pricing; or (v) a major change of resources available that are central for Demeter to supply its Service occur; or (vi) Demeter Service is terminated due to reasons beyond Demeter’s control or as a whole.
Upon termination, regulations concerning Liability (Section F.), Warranty of Material Defects and Guarantee (Section G.), Term (Section M.), Confidentiality (Section O.) and Miscellaneous (Section Q.) shall survive.
Both Customer and Demeter agree not to, and shall ensure that their employees, agents and advisors do not, disclose to third parties, nor use for any purpose other than as contemplated in these Terms of Service and additional agreements, any confidential or proprietary information arising or disclosed pursuant to the agreement (including but not limited to the Terms of Service, the parties' trade secrets and information not generally known to the public such as business plans, strategies, practices, products, personnel and finances), except: (i) with the prior written permission of the party to whom such information belongs; (ii) where the information is already known to, or obtained by independent means, or independently developed without reference to the other party’s confidential information, by the recipient; (iii) is already in the public domain through no fault of the recipient; (iv) the recipient receives from a third person free to make such disclosure without breach of any legal obligation; or (v) the disclosure by both parties to an affiliated company (in the meaning of sections 15 et seqq AktG) of either party. This Section O. shall survive the termination of this Agreement for three (3) years after such termination. Notwithstanding the foregoing, a recipient may disclose confidential information of the other party if required to do so by law, court order or request by any government or regulatory authority. In any of those events, the recipient will in advance and promptly inform the other party about the requirement or respectively the request for disclosure.
We may change these Terms of Service as well as related documentation at any time at our sole discretion. We will inform you at least in text form that the Terms of Service as well as related documentation have been modified and give information when such changes become effective. The respective change will take effect when you do not object to the new terms and conditions within four (4) weeks after sending the email. In case you object to the modification within the four-week period, we shall be entitled to cancel the contract with immediate effect, without you having any claims against us. If the contractual relationship after the effective objection by you continues, the previous terms and conditions shall remain in force.
You are not allowed to assign, transfer or delegate these Terms of Service to any person or entity at any time given, except for certain rights as explicitly set forth in these Terms of Service.
This Agreement is governed by the laws of the US, to the exclusion of the Convention of the United Nations on Contracts for the International Sale of Goods. Any statutory provisions on the limitation of the choice of law as well as the applicability of mandatory laws especially by the state, in which the Customer who is a Consumer has his usual place of residence, shall not be deemed affected. Provided the Customer is a merchant, a legal entity under public law or a special fund under public law and to the extent permitted by and compatible with the law the exclusive jurisdiction and venue shall be the seat of Demeter.
These Terms of Service and the documents referred hereto jointly constitute the whole Agreement between Demeter and Customer and precede any other agreement, arrangement, proposal or communication. Demeter does not waive any rights under this Agreement by not exercising or delaying to exercise these rights.
In case individual provisions in these terms and conditions including this provision are or become invalid, or in case of gaps arising in these terms and conditions, the validity of all other provisions will not be deemed affected thereby. Instead of the ineffective provision or for replenishment of gaps an adequate provision will apply.
You agree that we may transfer this Agreement to:
Txpipe LLC., a company incorporated and validly existing under the laws of the State of Delaware, United States, registered with the Division of Corporations of the State of Delaware under file number 6825557 and with business address at: Txpipe LLC, 651 N Broad St, Suite 201, Middletown registered at the county of New Castle, United States ("Txpipe LLC."); or
another third-party designated in our discretion ("Third-Party") by way of a transfer of contract with discharging effect with the effect that Txpipe LLC. or the Third-Party becomes your new contractual partner in our stead and assumes all our rights and obligations under this Agreement.
We will notify you of a contemplated transfer of this Agreement and provide you with the identity of your new contractual partner in text form with at least four three weeks' notice prior to the contemplated transfer of this Agreement becoming effective ("Transfer Notice").
In case of a contemplated transfer of this Agreement to a Third-Party you shall be entitled to terminate this Agreement without notice and without any additional cause being required. This termination right must be exercised within six weeks following receipt of the Transfer Notice and must be exercised in text form.
The above termination right shall not exist in case of a transfer of this Agreement to Txpipe. Other rights you may have to terminate the Agreement with or without a cause shall remain unaffected.