Terms of Service

SPARNUOTAS LTD. MASTER SUBSCRIPTION AGREEMENT

SPARNUOTAS LTD. TERMS OF USE: BY SELECTING THE "I ACCEPT THE TERMS AND CONDITIONS" CHECK BOX DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF SPARNUOTAS LTD.'S PHONE SYSTEM SERVICE, INCLUDING YOUR USE OF SOFTWARE AND ASSOCIATED APIS AND INTERFACES (COLLECTIVELY, THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SELECT THE "I ACCEPT THE TERMS AND CONDITIONS" CHECK BOX AND MAY NOT USE THE SERVICE.

As part of the Service, Sparnuotas Ltd. will provide you with use of the Service, including a browser interface, software applications and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Sparnuotas Ltd. website incorporated by reference herein. For reference, a Definitions section is included at the end of this Agreement.

1. License Grant & Restrictions

Sparnuotas Ltd. hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Sparnuotas Ltd. and its licensors.

You may not access the Service if you are a direct competitor of Sparnuotas Ltd., except with Sparnuotas Ltd.'s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your own business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

2. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Sparnuotas Ltd. immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Sparnuotas Ltd. immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Sparnuotas Ltd. user or provide false identity information to gain access to or use the Service. You shall not use the Service for any unlawful purpose whatsoever, including but not limited to the transmission of information or the offering of any service which is unlawful, abusive, harmful, threatening, defamatory, pornographic or which could be considered offensive in any other way, nor for outbound traffic to the PSTN by falsifying the sending address of the transmission using a Sparnuotas Ltd. phone number in the caller id (spoofing).

You shall not use the phone number shown to the called party (CLI) to deliberately mislead the called party, e.g. when it is not possible to identify the caller or when the recipient of a call is not able to return a message;

You shall not use the service to make repeated calls to phone numbers connected to automatic answering machines, where a purpose of such call is to receive a share of the revenue on the incoming call from the provider of the phone number called and you will indemnify and hold Sparnuotas Ltd. harmless of any direct or indirect costs, damages, losses, fines or penalties that Sparnuotas Ltd. may incur resulting from such usage;

You shall not use the Service for providing so called Call back services whereby phone numbers purchased from Sparnuotas Ltd. are used to receive calls with the only purpose of registering the CLI (Calling line identity) of the caller, without answering the call, with the objective to thereafter initiate an outbound call to the phone number identified by the CLI. Failure to adhere to this rule gives Sparnuotas Ltd. the right to charge you $100 per call attempt made to the phone number;

You acknowledge that Sparnuotas Ltd. does not assume any responsibility for access to the emergency service or any other service number, the routing of outgoing calls to the appropriate Public Safety Answering Point (PSAP) and for providing location information of the calling party.

You agree to comply with any applicable laws and regulations with regard to the usage of geographical numbers as applicable in the territory to which the numbers belong; and you will indemnify and hold Sparnuotas Ltd. harmless of any direct or indirect costs, damages, losses, fines or penalties that Sparnuotas Ltd. may incur resulting from the usage of a Number as CLI for outgoing calls or from any violation of the provisions set forth above.

You shall not make unsolicited calls to other Sparnuotas Ltd. users with the purpose of selling services or products.

You shall not use the service in a way that creates sudden bursts of inbound or outbound calls.

You are fully responsible for any losses caused by any 3rd party gaining unauthorized access to any devices or 3rd party software that you may use for the access to the Service.

You are responsible for ensuring that your credentials for access to the Service are stored in such a way that no unauthorized person can gain access to them.

3. Account Information and Data

Sparnuotas Ltd. does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Sparnuotas Ltd., shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Sparnuotas Ltd. shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

In case Sparnuotas Ltd. receives reports from a law enforcement authority that your account is suspected of being misused for fraudulent activities or other criminal activities, Sparnuotas Ltd. retains the right to share information and data about your account and service usage with such law enforcement authority to enable their investigations.

4. Intellectual Property Ownership

Sparnuotas Ltd. alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Sparnuotas Ltd. Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Sparnuotas Ltd. Technology or the Intellectual Property Rights owned by Sparnuotas Ltd. The BatCrab name, the BatCrab logo, and the product names associated with the Service are trademarks of Sparnuotas Ltd. or third parties, and no right or license is granted to use them.

5. Charges and Payment of Fees

Some parts of the Service are available free of charge, while other parts of the Service are charged in accordance with Sparnuotas Ltd.'s fees and charges. Sparnuotas Ltd. reserves the right to modify its fees and charges and to introduce new charges at any time. All fees and charges will be deducted from your Sparnuotas Ltd. Credit Account. In case your Sparnuotas Ltd. Credit Account holds insufficient funds at a time when a charge is to be deducted from the account, this may lead to certain or all functionality in the Service being disabled. You shall upon request from Sparnuotas Ltd. provide proof of identity or proof of ownership of credit card used for paying Sparnuotas Ltd.. Sparnuotas Ltd.'s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies or duties.

If you believe that a charge or fee is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

6. Non-Payment and Suspension

In addition to any other rights granted to Sparnuotas Ltd. herein, Sparnuotas Ltd. reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Sparnuotas Ltd. initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Sparnuotas Ltd. may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Sparnuotas Ltd. may at its sole discretion suspend your account temporarily or permanently if the account is suspected to be used for fraudulent activities or if Sparnuotas Ltd. suspects that a payment received may be fraudulent.

Sparnuotas Ltd. may request proof of identity or proof of ownership of credit card or payment form used for paying Sparnuotas Ltd., and Sparnuotas Ltd. may after receiving such proof decide to remove the suspension and activate your account again if Sparnuotas Ltd. finds such proof to be acceptable. If your account remains permanently suspended or if you are unwilling to provide the proof requested, Sparnuotas Ltd. shall refund all payments received from you, less any money already consumed for the use of Services.

7. Membership Cancellations and Refunds

Customer shall not be entitled to a reimbursement of any prepaid charges.

Recurring memberships may be canceled at any time. Recurring memberships must be canceled no less than 7 days before the next billing due date or one additional membership term may be charged.

8. Termination for Cause

Any breach of your payment obligations or unauthorized use of the Sparnuotas Ltd. Technology or Service will be deemed a material breach of this Agreement. Sparnuotas Ltd., in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Sparnuotas Ltd. may terminate a free Service at any time in its sole discretion after 60 days notice.

If Sparnuotas Ltd. receives reports from the Police or other trustworthy authorities that you have used The Service for fraudulent or unlawful activities, Sparnuotas Ltd. has the right to immediately terminate your access to the Service. Sparnuotas Ltd. also retains the right to immediately suspend any other Sparnuotas Ltd. accounts that you have created in the past or create in the future. Sparnuotas Ltd. also retains the right to charge you a minimum fee of $10,000 for each instance of fraudulent or unlawful use of the service that has been reported.

If Sparnuotas Ltd. upon request receives documents and references from you that in accordance with Sparnuotas Ltd.'s sole judgment proves that your business is legitimate and lawful, then the aforementioned fee will be returned to you and the Service will be restored.

9. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Sparnuotas Ltd. represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Sparnuotas Ltd. help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

10. Mutual Indemnification

You shall indemnify and hold Sparnuotas Ltd., its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that your use of the Service infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Sparnuotas Ltd. (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Sparnuotas Ltd. of all liability and such settlement does not affect Sparnuotas Ltd.'s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

Sparnuotas Ltd. shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Sparnuotas Ltd. of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Sparnuotas Ltd.; provided that you (a) promptly give written notice of the claim to Sparnuotas Ltd.; (b) give Sparnuotas Ltd. sole control of the defense and settlement of the claim (provided that Sparnuotas Ltd. may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Sparnuotas Ltd. all available information and assistance; and (d) have not compromised or settled such claim. Sparnuotas Ltd. shall have no indemnification obligation, and you shall indemnify Sparnuotas Ltd. pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

11. Disclaimer of Warranties

SPARNUOTAS LTD. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SPARNUOTAS LTD. AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SPARNUOTAS LTD. AND ITS LICENSORS.

12. Internet Delays

SPARNUOTAS LTD.'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SPARNUOTAS LTD. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

13. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Notice

Sparnuotas Ltd. may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Sparnuotas Ltd.'s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Sparnuotas Ltd.'s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Sparnuotas Ltd. by sending a first class mail or a fax to the official addresses of Sparnuotas Ltd. available at www.batcrab.com, addressed to the attention of: Chief Financial Officer.

15. Modification to Terms

Sparnuotas Ltd. reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

16. General

This Agreement shall be governed by the laws of Lithuania, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Lithuania. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Sparnuotas Ltd. as a result of this agreement or use of the Service. The failure of Sparnuotas Ltd. to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Sparnuotas Ltd. in writing. This Agreement comprises the entire agreement between you and Sparnuotas Ltd. and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

17. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, and any materials available on the Sparnuotas Ltd. website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Sparnuotas Ltd. from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Sparnuotas Ltd. Customer Portal and to create User accounts with the Sparnuotas Ltd. Client and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service; "Sparnuotas Ltd. Customer Portal" means Sparnuotas Ltd.'s online application available to logged in users at www.batcrab.com that allows the License Administrator designated by you to, among other things, subscribe to various functions within the Service; "Sparnuotas Ltd." means collectively Sparnuotas Ltd. UAB, a Lithuanian corporation, having its principal place of business in Šiauliai, Lithuania; "Sparnuotas“ UAB" means all of Sparnuotas Ltd.'s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Sparnuotas Ltd. in providing the Service; "Service(s)" means Sparnuotas Ltd.'s Phone System, including functions made available by the Sparnuotas Ltd. Central Phone System, the Sparnuotas Ltd. Local Phone System software, the Sparnuotas Ltd. Client Software and associated APIs and interfaces, products and services provided to you by Sparnuotas Ltd., to which you are being granted access under this Agreement, including the Sparnuotas Ltd. Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Sparnuotas Ltd. at your request).

Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to [email protected]

In case of a conflict or discrepancy between the terms and conditions defined by this agreement and any information provided to you by a Sparnuotas Ltd. representative, then the information provided by the representative shall be deemed invalid and the terms and conditions specified in this agreement shall prevail.