Terms of Services
The parties are:
Rechin Financiar SRL
Str. 1 Decembrie, Nr. 94, Ap.1
300566 Timisoara, Romania
further referred to as “Cost2Profit”
The Party submitting an application to become a Cost2Profit user (the “Client”).
Cost2Profit platform is a proprietary web application for measuring web traffic and reporting, which is hosted on Cost2Profit’s servers and made available to the Clients through the website: cost2profit.com (the “Website”). To use Cost2Profit an internet connection and a web browser with Java support is required. To purchase the use of Cost2Profit services (the “Subscription”), the Client has to in particular choose relevant conditions on which it wants to have access to these services (the: “Plan”).
- Cost2Profit grants to the Client a non-exclusive, non-assignable, and non-transferable right during the Term (as defined in section “Term” below) to use Cost2Profit in accordance with all of the conditions set forth herein.
- Before issuing the first invoice by Cost2Profit, the Client is obliged to state its company name (including the company’s legal form), an address of the company, TAX/VAT ID, a first and last name of the person authorized to register an account on behalf of and for the Client, as well as contact data of the Client.
- Access to Cost2Profit requires logging in using the Client’s email address and password. The Client’s email address shall be the one set up on the Client’s website domain name. Otherwise the person registering the Cost2Profit account shall prove on request from Cost2Profit (especially by sending a written authorization) that she/he is entitled to act on behalf of and for the Client. Cost2Profit can demand such proof at any time.
- The Client is solely responsible for their use of Cost2Profit. The Client shall not permit any third party to use or gain access to Cost2Profit and shall use reasonable security measures to protect against unauthorized usage and/or access. The Client is solely responsible for use of the Cost2Profit by their employees or any unauthorized person.
- Cost2Profit shall not access the Clients’ accounts for purposes other than administrative or support.
- As a general rule, any Client can have only one account at the same time unless otherwise agreed by Cost2Profit. The owner of the account is the Client that data is provided according to the “Access” section of these Terms and Conditions and indicated on the invoices issued by Cost2Profit. The Client must not open a new account if there is any outstanding balance for the Cost2Profit use. If it does, however, it authorizes Cost2Profit to charge the amount due to a previous account from the Client’s credit card connected with the new account. Cost2Profit is obliged to start provision of the Cost2Profit services only if all due amounts are paid by the Client.
- If the person acting on behalf of one Client, will open a new Cost2Profit account on behalf of another Client, Cost2Profit can refuse to provide Cost2Profit services for that other Client at its sole discretion. The second Client shall have no claims against Cost2Profit related to refusal to provide services.
- Any Client is obliged to use its business credit cards with regard to chosen payment method. If the Client choose the consumer card instead of business credit card, it undertakes to repay Cost2Profit all costs, expenses or lost benefits connected with payments made by a consumer card as well as it waives its right to claim damages, especially in the amount of commission paid in the higher amount that stated in the relevant law provisions. The Client also authorizes Cost2Profit to charge relevant amounts from its credit card.
- In order to enable the Client to use Cost2Profit and handle the Clients’ campaigns, Cost2Profit provides the Client with a domain individually assigned to the Client’s account (the “Dedicated Domain”).
Cost2Profit is the sole owner of the Dedicated Domain. The Dedicated Domain is assigned to the Client solely for use of Cost2Profit services for the chosen Plan. The Client is not entitled to use the Dedicated Domain for purposes other than using Cost2Profit during the chosen Plan.
Cost2Profit reserves the right to refuse to grant the Client the Dedicated Domain or to block the Dedicated Domain if the Client breaches the Terms and Conditions, in particular if the Client uses the Dedicated Domain for illegal purposes. The Client is solely liable for all activities related to the Dedicated Domain, within all possible use, including content that the Dedicated Domain redirects to.
- Cost2Profit may equip the Dedicated Domain with an SSL certificate in order to use HTTPS in the Client’s campaigns using the Dedicated Domain. Cost2Profit is a sole owner of an SSL certificate.
Cost2Profit reserves the right to choose an SSL certificate for the Dedicated Domain, what the Client accepts. The Client is not entitled to request that Cost2Profit shall choose an SSL certificate specified by the Client.
The Client will be entitled to use an SSL certificate within the Dedicated Domain for the term of the Plan exclusively for using Cost2Profit. The Client is not authorized to use this certificate for any other purposes.
The Client is solely responsible for the use of the SSL certificate and for ensuring compliance with the Terms and Conditions and the provisions of applicable law.
Cost2Profit reserves the right to refuse to grant the Client an SSL certificate for the Dedicated Domain or to deactivate an SSL certificate if the Client does not use this certificate over 60 days or if the Client breaches the Terms and Conditions or uses an SSL certificate in the unlawful way.
- Cost2Profit provides the Client with a possibility to add their own domain to the Client’s account (the “Custom Domain”) as well as with a possibility of using a SSL for the Custom Domain. The feature might be an additional package not included in the pricing plan (for more information, go to ‘Pricing’ section).
- In order to upgrade to the custom Plan with the Custom Domain and the SSL for the Custom Domain, the Client needs to follow the instructions included in doc.Cost2Profit.com in section ‘Enabling SSL Custom Domain’. In particular, the Custom Domain should be CNAME’d to the Dedicated Domain in order to work properly. By CNAME’ing the Custom Domain to the Dedicated Domain by the Client for use of Cost2Profit services, the Client authorizes Cost2Profit to request for the SSL certificate in order to use HTTPS in the Client’s campaigns using the Custom Domain, on the Client’s demand. In order to start using the SSL certificate for the Custom Domain, the Client has to request it manually using the Cost2Profit panel.
- Upgrading to the custom Plan (with the SSL certificate for the Custom Domain) may require an additional monthly payment (for more information, go to ‘Pricing’ section).
- The Client is the sole owner of the Custom Domain.
- The Client can use the Custom Domain with the SSL solely for use of Cost2Profit services by the Client for the term of the Plan.. The Client is not entitled to use the Custom Domain for purposes other than using Cost2Profit during the term of the Plan. Cost2Profit reserves the right to refuse the Client’s request for using the Custom Domain or block the Custom Domain from Cost2Profit services if the Client breaches the Terms and Conditions, in particular if the Client uses the Custom Domain for illegal purposes. The Client is solely liable for all activities related to the Custom Domain, within all possible use, including content that Custom Domain redirects to.
- The Client can delete or replace the Custom Domain with the SSL certificate within the duration of the Plan only upon Cost2Profit’s prior approval. Such changes (deletion or replacement of the Custom Domain for which the SSL certificate was issued) may require an additional payment as set out on a case by case basis by Cost2Profit. Cost2Profit reserves also the right to refuse the Client’s request for deletion or replacing the Custom Domain, to which the SSL certificate was issued, to another/new Custom Domain, for any reason that Cost2Profit finds valid, including but not limited to where the Client’s request for changing or replacing the Custom Domain took place more than once in the billing period. In order to get more information in this matter the Client should contact Cost2Profit’s Customer Support Team.
- Cost2Profit reserves the right to choose an SSL certificate for the Custom Domain. The Client is not entitled to demand that Cost2Profit chooses an SSL certificate specified by the Client. The Client is entitled to use the SSL certificate issued for the Custom Domain within the duration of the Plan exclusively for using Cost2Profit. The Client is not authorized to use this certificate for any other purposes.
- The Client is solely responsible for the use of the SSL certificate and for ensuring compliance with the Terms and Conditions and the provisions of applicable law.
- Cost2Profit reserves the right to refuse the Client’s request for the SSL certificate for the Custom Domain. Cost2Profit has the right to deactivate the SSL certificate when the Client does not use this certificate over 60 days or if the Client breaches the Terms and Conditions or uses the SSL certificate in an unlawful way.
- The Client shall provide true, accurate and current information to Cost2Profit and shall maintain all account information, ensuring it is true, accurate and up-to-date. Otherwise the Client is fully liable (including financial liability) for any untrue, inaccurate or incorrectly provided information and data.
- The data indicated on the invoice issued to the Client shall be the same as the one provided by the Client according to the “Access” section of these Terms and Conditions. The Client is not allowed to enter the data of another entity without Cost2Profit’s consent – even if it does so, that does not mean a transfer of the account’s ownership to this entity. In case of any change of that data as well as any other data provided by the Client (including email address), the Client is obligated to provide Cost2Profit with accurate data as well as send Cost2Profit a documentation that proves such changes.
- When an individual, the Client represents and warrants: he/she is at least 18 years old, has full capacity to perform acts in law and is an individual running a business (i.e. the Client is not a consumer).
- When a person signing to Cost2Profit acts on behalf of their employer or an entity, this person represents and warrants he/she has full legal authority to bind their employer or such other entity to these Terms and Conditions. In case of doubt, Cost2Profit is entitled to demand proofs confirming that the person is entitled to act on behalf of and for the Client.
- The Clients shall not access, or attempt to access, Cost2Profit by any means other than through the means provided by Cost2Profit.
- The Client shall not attempt to obstruct, disrupt or interfere with the operation of Cost2Profit or other services provided by Cost2Profit. The Client shall not interfere or attempt to interfere the website or the Services in any way through any means or device including, but not limited to using automation software, bots, spamming, hacking, uploading computer viruses or time bombs, or any unauthorized third-party software modifying or interfering the website or the Services or by any means prohibited by these Terms and Conditions or binding law. Cost2Profit reserves the right to determine what conduct it considers to be in violation of the Terms and Conditions. Cost2Profit reserves the right to control and verify compliance with these restrictions and limitations.
- The Client shall not attempt to gain unauthorized access to accounts registered to other Clients, or any servers, systems or networks connected to Cost2Profit or Cost2Profit’s websites.
- The Client shall not obtain or attempt to obtain: (A) any information from the Cost2Profit, including without limitation: email addresses or phone numbers of other Clients or other software data; (B) intercept, examine or otherwise observe any proprietary communications protocol used by Cost2Profit, Cost2Profit’s websites or servers, (C) use any software that is designed to provide a means of an unauthorized access to, or distort, delete, damage or disassemble Cost2Profit or Cost2Profit’s websites or servers.
- The Client shall not use Cost2Profit services, including any domain (dedicated or custom) and the SSL certificates assigned to the Client’s account, in a manner that is, or may potentially be illegal, offensive, obscene, immoral, publicly objectionable within the online community, or deteriorate quality, value and reputation of Cost2Profit or its services. In particular, the Client may not use Cost2Profit, the SSL certificates and any domain assigned to the Client’s account for: pornographic purposes (including but not limited to child pornography), advertising and promotion of prohibited products or substances, infringement of any rights, harassment, threats, phishing, money laundering, impersonating another person or entity, in order to commit any crime or offense, violating the rights of third parties as well as breaching any applicable law or good practices. Cost2Profit reserves the right to control and verify compliance with these restrictions and limitations. Without prejudice to the other provisions of the Terms and Conditions, the Client’s breach of aforementioned rules shall be treated as a material breach of the Terms and Conditions. Cost2Profit is entitled to immediately suspend the provision of services as well as block the Client’s account if it assumes that the Client or the person using the Cost2Profit account breached the Terms and Conditions. The Client accepts abovementioned and declares that in the aforementioned conditions, they shall have no claims over Cost2Profit with regard to suspension of or blocking the services, accounts, domains or SSL certificates.
- Client shall ensure that all their materials are free from viruses, worms, Trojan horses, and other malicious code.
- In any case of breaching the Terms and Conditions by the Client, Cost2Profit is entitled to ban the Client’s account. It means no longer access for the Client to the account and no use of the Cost2Profit’s services. In case of banning, the Client is not entitled to a refund. In exceptional cases, Cost2Profit may, however, restore performance of its services according to the chosen Plan.
- The Client shall not rent, lease, sublicense, distribute, transfer, copy, or modify Cost2Profit.
- The Client shall not adapt Cost2Profit in any way or use it to create a derivative work.
- The Client shall not translate, decompile, or create or attempt to create, by reverse engineering or otherwise, the source code of Cost2Profit.
- The Client shall not use Cost2Profit in any manner, or in connection with any content, data, hardware, software or other materials, that (A) infringes upon or violates any patent, copyright, trade secret, trademark, or other intellectual property right of any third party, (B) constitutes a defamation, libel, invasion of privacy, or violation of any right of publicity or other third-party right or is threatening, harassing or malicious, (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person’s identity (whether a real identity or online nickname or alias), (D) violates any applicable law, ordinance, rule, regulation or treaty.
The End users’ data
- If any Data is personally identifiable information or personal data, as such term is defined under the EU General Data Protection Regulation 2016/679 (the “Personal Data” and “GDPR” respectively), and the processing thereof, shall be governed under the terms and conditions set forth in the Cost2Profit’s Data Processing Agreement (the “DPA”). The DPA is an integral part of these Terms and Conditions. Unless otherwise explicitly agreed in writing by the parties, it is agreed and acknowledged that with respect the Personal Data included in the Data processed in connection with Cost2Profit services, the Client shall be considered as the “Controller” or the “Processor” of the Personal Data and Cost2Profit shall be considered as the “Processor” or the “another Processor” (the “Sub-Processor”), as applicable, according to the terms defined under the GDPR and the DPA. The Client represents and warrants that Cost2Profit is permitted to collect, use and transfer Data on behalf of the Client in order to provide Cost2Profit services according to the terms defined under DPA.
- Cost2Profit reserves the right to modify Cost2Profit without notice and without liability.
- Cost2Profit has no obligation to review the Client’s use of Cost2Profit. Cost2Profit does not control, nor is to be held responsible for the Client’s use of Cost2Profit or any of the content that the Client sends or receives through Cost2Profit.
- In any case of breaching the Terms and Conditions by the Client, Cost2Profit is entitled to ban the Client’s account. It means no longer access for the Client to the account and no use of Cost2Profit’s services.
- As between Cost2Profit and the Client, Cost2Profit shall have all rights to use of algorithms, methods of computation and data processed by Cost2Profit to measure network traffic, the Events (as defined in section “Payments”), used for geolocation or categorization of network traffic or any other data of statistical nature necessary for proper functioning of Cost2Profit or features thereof (the: “Processed Data”), including all applicable rights to use of patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto. All rights not expressly granted to the Client herein are reserved to Cost2Profit and other entitled entities.
- The Client’s materials (i.e. ads, campaigns, landers, labels, etc.) are and shall remain their sole and exclusive property, including all applicable rights to patents, copyrights, trademarks, trade secrets, or other proprietary or intellectual property rights inherent therein or appurtenant thereto.
Cost2Profit shall not be obligated to provide the Client with any support, but may elect to do so at its sole discretion. In the event, technical support shall be delivered in English based on the Plan chosen by the Client, and refers to the working days Monday through Friday, from 9:00 to 23:00, Eastern European Time.
- The Client agrees to safeguard and, except Cost2Profit’s written consent, not to disclose to anyone any proprietary or confidential information acquired in relation to the Client’s access to Cost2Profit. Such information includes, without limitation, Personal Data, principles of operations of Cost2Profit, business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds (hereinafter referred to as “Confidential Information”). Notwithstanding the foregoing, Confidential Information shall not include information or material that (i) is publicly available or becomes publicly available through no action or fault of the Client, (ii) was already in the Client’s possession or known to the the Client prior to being disclosed or provided to it by or on behalf of the other party, provided, that, the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to Cost2Profit or any other party with respect thereto, (iii) was or is obtained by the Client from a third party, provided, that, such third party was not bound by a contractual, legal or fiduciary obligation of confidentiality to Cost2Profit or any other party with respect to such information or material, or (iv) is independently developed by the Client without reference to the Confidential Information.
- The Client shall not sell, transfer, publish, disclose, display, or otherwise make available any portion of the Confidential Information to others except as expressly provided for herein. The Client agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Cost2Profit’s rights therein. The Client shall use its best efforts to assist Cost2Profit in identifying and preventing any unauthorized access, use, copying, or disclosure of the Confidential Information, or any component thereof, or any of the algorithms or logic contained therein. Without limitation of the foregoing, the Client shall advise Cost2Profit immediately in the event the Client learns or has reason to believe that any person to whom the Client has given access to the Confidential Information has violated or intends to violate the confidentiality of the Confidential Information or any other proprietary rights of Cost2Profit, and the Client shall, at the Client’s expense, cooperate with Cost2Profit in seeking injunctive or other equitable relief in the name of the Client or Cost2Profit against any such person. The Client agrees to maintain the confidentiality of Cost2Profit’s Confidential Information using at least as great a degree of care as the Client uses to maintain the confidentiality of the Client’s own most confidential information (and in no event less than a reasonable degree of care). Especially, the Client is obliged to conclude non-disclosure agreements with any person that has access to the Client’s account, which content shall allow for objective protection of Confidential Information The Client acknowledges that the disclosure of any aspect of the Confidential Information, including without limitation Cost2Profit or any other Confidential Information referred to herein, or any information which, at law ought to remain confidential, shall immediately give rise to continuing irreparable injury to Cost2Profit inadequately compensable in damages at law, and Cost2Profit is entitled to seek and obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, Cost2Profit may immediately terminate the Client’s account and all license rights granted herein, in the event the Client breaches any of its confidentiality obligations.
- The disclosure of the Confidential Information is not a breach of these Terms and Conditions if it was made due to the demand of common courts, administrative courts, public authorities due to the obligation stipulated by the provisions of applicable law and the Client notifies Cost2Profit immediately about this obligation and in any case before the disclosure and discloses the Confidential Information only in the least possible extent.
- The Client is obliged to keep confidentiality of the Confidential Information during the term of the Agreement and for 20 (twenty) years after its termination. Cost2Profit may immediately ban the Client’s account and terminate all license rights granted herein, in the event the Client breaches any of its confidentiality obligations
The Client shall indemnify, defend, and hold harmless Cost2Profit (including Cost2Profit Parties as defined below) from and against all liability, demands, claims, costs, losses, damages, recoveries, settlements, and expenses (including interest, penalties, reasonable attorney fees, accounting fees, and expert witness fees) incurred by Cost2Profit, known or unknown, contingent or otherwise, directly or indirectly arising from the Client’s breach of any term or provision of these Terms and Conditions or any way related to the Client’s use of Cost2Profit, including but not limited to any claim that the Client’s website is owned by someone other than the Client or that the website infringes on the intellectual property rights of a third party. Cost2Profit shall notify the Client of any such claim and shall cooperate with the Client, at the Client’s expense, in defending or settling such claim. The Client must not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects Cost2Profit rights without Cost2Profit’s prior written consent. Cost2Profit may join in defense with counsel of its choice at its own expense. If the Client does not assume the defense of any such claim within thirty (30) days after the date notice of such claim is given, Cost2Profit may defend against such claim in such manner as it may deem appropriate at the Client’s expense, including, without limitation, settling such claim, after giving notice of the same to the Client.
Limitation of Liability
- COST2PROFIT AND ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, EMPLOYEES, ADVISORS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, VENDORS, AFFILIATE PARTIES, USERS AND AGENTS (COLLECTIVELY THE “COST2PROFIT PARTIES”) ARE NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING THE CLIENTS). EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF THE COST2PROFIT PARTIES MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. THE ENTIRE RISK ARISING OUT OF THE USE OF COST2PROFIT OR PERFORMANCE OF THE CLIENT’S WEBSITES REMAINS WITH THE CLIENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COST2PROFIT PARTIES SPECIFICALLY DISCLAIM ANY REPRESENTATION OR WARRANTY REGARDING (A) THE SUCCESS OF COST2PROFIT PLATFORM, (B) THE NUMBER OF END USERS, IF ANY, WHO MAY SEE ADVERTISEMENTS THROUGH THE PLATFORM, AND (C) THE ERROR-FREE, DISRUPTION-FREE OR INTERRUPTION-FREE NATURE OF COST2PROFIT . THE PLATFORM IS PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND, AND ANY USE BY THE CLIENT SHALL BE AT THEIR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COST2PROFIT PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR TORT/DELICTS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OR ANY RELATED DOCUMENT OR THE USE OF OR INABILITY TO USE COST2PROFIT , EVEN IF COST2PROFIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE ABOVE LIMITATION OF LIABILITY IS DEEMED INAVLID BY THE COMPETENT COURT, THE TOTAL, CUMULATIVE LIABILITY OF THE COST2PROFIT PARTIES FOR ANY DIRECT DAMAGES INCURRED HEREUNDER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE LAST CAMPAIGN.)LIABILITY OF THE PARTIES IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, IT MEANS THAT IT IS LIMITED ONLY TO DAMAGES CAUSED BY INTENTIONAL FAULT OF ANY OF THE COST2PROFIT PARTIES.
- NOTWITHSTANDING THE ABOVE, SOLELY IN CASE THE COST2PROFIT SERVICES ARE NOT BEING PROVIDED FOR MORE THAN 7 DAYS, THE CLIENT MAY REQUEST THE COMPENSATION ONLY IF ALL ISSUED INVOICES ARE SETTLED. ANY AMOUNTS INCLUDING THE COMPENSATION CANNOT BE DEDUCTED FROM THE INVOICE ISSUED BY COST2PROFIT, ALSO IN THE WAY THAT IT COULD LEAD TO THE ISSUANCE OF A CORRECTIVE INVOICE.
- These Terms and Conditions are effective as of the date the Client registers as a Cost2Profit user and accepts the conditions stated herein. The Agreement is concluded between the parties at the same time. After the aforementioned actions of the Client, the account is created by Cost2Profit. This means that by participating in or using the services or features of Cost2Profit, you are agreeing to be bound by the Terms and Conditions. You further agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the services shall be subject to and shall abide by these Terms and Conditions.
- The Agreement may be concluded for a definite or indefinite period by the parties. The services are provided by Cost2Profit to Client on a month-to-month basis.
- The Subscription (an access to the Cost2Profit services) shall continue unless and until Cost2Profit terminates it or the Client cancels it in the Cost2Profit panel/Settings/Billing & Subscription tab or by contacting Cost2Profit’s Customer Support Team via email firstname.lastname@example.org. Regardless of the circumstances, such termination shall not give rise to Cost2Profit’s liability.
- To prevent the automatic renewal of the annual or longer Plan, the Client is required to provide written notice of its intent to not renew the Subscription, no less than sixty (60) days prior to the end of the current Plan.
- In the event of any termination the Client shall not be entitled to any refunds of any fees. Any outstanding balance for Cost2Profit use rendered through the date of termination, and other unpaid obligations during the remainder of the billing period shall be immediately due and payable in full. All data, files or other information stored in the Client’s account shall be no longer available to Client except as provided in the DPA.
- The termination of this Agreement shall automatically, and without further action by Cost2Profit, terminate and extinguish the Client’s right to use Cost2Profit.
- Cost2Profit may suspend or terminate the Client’s access to Cost2Profit at any time, without advance notice, for any reason that Cost2Profit finds valid in its sole discretion, including but not limited to where Cost2Profit believes that:
a) the Client is in any way in breach of the Terms and Conditions or terms regarding other services provided by Cost2Profit on the basis of separate agreements or there is a suspicion of such breach;
b) the Client, at any time, is conducting activities that do not fully comply with all applicable local, state, federal and foreign laws, rules and regulations;
c) the Client is late with any payment for the usage of Cost2Profit for the period of 7 days from the date of payment;
d) the Client’s overage charges (referred to in the “Payments” section of this Terms and Conditions) have been exceeded by four times in relation to the pricing plan chosen by this Client;
e) account takeover occurred or suspects fraud e.g. when any payment was reversed or chargeback was initiated.
- Cost2Profit is entitled to modify the Terms and Conditions or billing plans at any time in its sole discretion and pursuant to applicable law. Amended versions of the Terms and Conditions or new billing plans shall be effective upon providing the Customer with a notice of at least 2 (two) weeks. Modifications to billing plans come into force at the beginning of the next billing period.
- Your continued use of Cost2Profit after the effective date of any such notice shall constitute your acceptance of and agreement to such changes. IF THE CLIENT DOES NOT WISH TO BE BOUND TO NEW TERMS AND CONDITIONS, IT MUST TERMINATE THE AGREEMENT AT LEAST ONE DAY BEFORE THE EFFECTIVE DATE OF NEW TERMS AND CONDITIONS BY AN EMAIL NOTICE.
- If due to the change of the Terms and Conditions, its provisions come into force during the notice period, the previous content of the Terms and Conditions shall prevail with respect to the parties’ relations.
- The Client must provide Cost2Profit with a current, valid, accepted method of payment (the “Payment Method”) and billing details to use Cost2Profit services, subject to provision of point 2 of the Client Requirements.
- Upon the registration and at the beginning of each Plan the Client’s Payment Method shall be charged with the subscription fee according to the ‘Pricing’ section’ or as individually agreed with the Client (the: “Subscription Fee”). First monthly billing period for the Plan (the “Billing Cycle”) starts when the invoice is issued and lasts for the entire period purchased. The Client gains access to its account when the full amount of the Subscription Fee is credited to the Cost2Profit’s account. If in a given month there is no day corresponding to the day when the Billing Cycle began, the Billing Cycle shall end on the previous day or on the following days according to Cost2Profit’s sole discretion. The next Billing Cycle starts accordingly, however the Billing Cycle starting date may change due to changes in Subscription such as an upgrade.
- All Plans adhere to the usage structure which is defined as the “Event”. The Event is defined as a visit, click and conversion, any and or all of which will be totaled to calculate final costs. The number of the Events included in the Client’s Subscription depends on the chosen Pan. If the total number of the Events exceeds the included limit specified in the chosen Plan, the Client will be additionally billed for the extra number of the Events (the “Overages”) accrued during the previous Billing Cycle. Events and Overages are calculated on the monthly basis. On an individual basis Cost2Profit reserves the right not to take into account and measure any Events that exceed the limit specified in the chosen Plan. Overage charges are determined in accordance to the Plan. The cost associated with the Overage’s use is defined in the ‘Pricing’ section or individually agreed with the Client.
- The total amount of the Subscription Fee varies depending on the Client’s chosen Plan, cost of Overages and cost of any additional features, services or modifications of the Client’s account that were not included in the pricing plan (for more information, go to the ‘Pricing’ section).
- To ensure uninterrupted service, the monthly Subscription is renewed automatically and the Subscription Fee will be charged on a monthly basis according to the Payment Method chosen by the Client upon the registration and at the beginning of each Billing Cycle. In the event that the Billing Cycle begins on a day not included in a given month, Cost2Profit reserves the right to bill according to the chosen Payment Method and point 2 of the Payment section of these Terms and Conditions.
- The Subscription Fee for the annual and longer Plans is payable in whole and in advance.. Overage charges apply also to the annual Plans and are settled according to point 3 of the Payment section. On an individual basis Cost2Profit reserves the right to sign an additional agreement (the “Insertion Orders”), in particular with Clients who choose the Plan longer than 12 months or if the Plan is individually agreed. Cost2Profit also reserves the right to apply discounts on any of the Clients’ Subscription Fees at the moment of Subscription. The price on the invoice will be reduced by the discount granted.
- Each Subscription consisting of the annual or longer Plan shall automatically renew for a successive term corresponding to the duration of the chosen Plan (e.g. the Subscription with the annual Plan is automatically renewed for another one year term). To prevent the automatic renewal, the Client is required to provide written notice of its intent to not renew the Subscription, no less than sixty (60) days prior to the end of the current Plan. The Subscription Fee for any Plan (including annual or longer) is non-refundable if the Client terminates the Agreement. The Subscription Fee paid already in advance for the current Plan is non-refundable as well if the Client terminates the Subscription earlier.
- The chosen Plan can be upgraded and the new Plan begins at the moment of upgrade. The chosen Plan can be downgraded at the end of its validity d and it is not subject to refund.
- The Client has to cancel (terminate) the Subscription (in the Cost2Profit panel/Settings/Billing & Subscription tab or by contacting Cost2Profit’s Customer Support Team via email email@example.com) before it renews in order to avoid billing for the next Billing Cycle.
- If the payment cannot be charged to the Client’s credit card, Cost2Profit may suspend or terminate the Client’s account and the Client shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Cost2Profit in collecting due amounts plus interest at the highest rate permissible under Polish law.
- All payments are in United States Dollars. The Client’s account shall be debited with corresponding fees in accordance with current rates.
- Cost2Profit reserves the right to change its payment policies any time in its sole discretion.
- As a rule, Cost2Profit does not grant any refunds. In no case while using Cost2Profit services, the Client is entitled to a refund of any expenses, costs or other amounts incurred by the Client due to the use of services provided by Cost2Profit, especially to refund of the Subscription Fee if the Client terminates the Subscription earlier than on the end of a period of the chosen Plan.
- According to the relevant payment providers’ policies some of the transactions may demand Strong Customer Authentication (SCA), which means that electronic payment is performed with multi-factor authentication to increase the security of such a payment.
- By accepting the Terms and Conditions, the Client concludes with Cost2Profit the agreement on which basis it authorises Cost2Profit to charge each month variable recurring amounts from the Client’s card in order to the payment of Subscription Fee and prospective Overages amounts without further action required from the Client (merchant-initiated transactions). In this case, only the first transaction shall generally demand SCA.
- Variable recurring amounts are charged from the Client’s card on the basis of the chosen Plan and the amount of Overages calculated according to point 3 of the Payment section above.
- The type of used multi-factor authentication as well as demanding SCA in any case depends on the policy of the relevant payment provider that is used by the Client to make a payment.
- The Client shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Cost2Profit as well as value added tax in cases when Cost2Profit is obliged to pay it according to the applicable law. The Client shall reimburse Cost2Profit for the amount of any such taxes or duties paid or accrued directly by Cost2Profit as a result of this transaction.
- All agreements between Cost2Profit and the Client shall be governed by, and construed in accordance with, the laws of Poland, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions.
- Any litigation based hereon, or arising out of, under, or in connection with these Terms and Conditions (and all agreements between Cost2Profit and the Client), shall be brought and maintained exclusively in the court in Cracow competent for Cost2Profit’s registered office. The parties hereto hereby expressly and irrevocably submit to the jurisdiction of the above mentioned courts for the purpose of any such litigation as set forth above. In addition, each party irrevocably and unconditionally waives application of the procedures for service of process pursuant to the Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters. The parties hereto hereby expressly and irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such litigation brought in any such court referred to above and any claim that any such litigation has been brought in an inconvenient forum.
- Each of the parties hereby waives, to the fullest extent permitted by applicable law, any right to a trial by jury in any action or proceeding to enforce or defend any rights under these Terms and Conditions and any amendment, instrument, document or agreement delivered or which may in the future be delivered in connection herewith or therewith, and agrees that any such action or proceeding shall be tried before a court and not before a jury.
- These Terms and Conditions are made solely for the benefit of Client and Cost2Profit and their respective successors and assigns, and no other person or entity shall have or acquire any right by virtue of these Terms and Conditions.
- The Client may not assign any of its rights or delegate any of its duties under these Terms and Conditions without the prior written consent of Cost2Profit. Despite such consent, no assignment shall release the assignor of any of its obligations or alter any of its primary obligations to be performed under these Terms and Conditions. Client hereby agrees that Cost2Profit is entitled to assign any of its rights and obligations under these Terms and Conditions and additional agreements (if concluded with the Client) to any third party and at any time without separate consent of the Client.
- Except as otherwise expressly provided in these Terms and Conditions, these Terms and Conditions shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of Cost2Profit or the Client.
- The relationship of the Client and Cost2Profit established by these Terms and Conditions is that of independent contractors, and neither party is the employee, agent, partner or joint venturer of the other party.
- Neither party shall be deemed in default of the Terms and Conditions to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of an event of force majeure. An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent i.e. riot, war, invasion, act of foreign enemies, hostilities, terrorism, strikes, flood, fire or other physical natural disaster, epidemic, strike, act or actions of government or shortage of materials or supplies.
- No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms and Conditions shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by Cost2Profit in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
- Except as may be set forth in an written agreement signed between Cost2Profit and the Client, these Terms and Conditions constitute the final, complete, and exclusive statement of the terms of the use of the Cost2Profit between the parties and supersedes all prior and contemporaneous understandings or agreements of the parties.
- If any provision of these Terms and Conditions is found to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable it shall be so narrowly drawn, without invalidating the remaining provisions of these Terms and Conditions or affecting the validity or enforceability of such provision.
- If Cost2Profit prevails in any action, suit, or proceeding arising from or based upon these Terms and Conditions, Cost2Profit shall be entitled to recover from the Client Cost2Profit’s reasonable attorneys’ fees in connection therewith in addition to the costs of such action, suit, or proceeding.
- The headings in these Terms and Conditions are included for convenience only and shall neither affect the construction or interpretation of any provision in these Terms and Conditions nor affect any of the rights or obligations of the parties.
- Any notice, communication or statement relating to Terms and Conditions shall be done by an email unless the written form is reserved in these Terms and Conditions. The notice is deemed effective upon delivery to the contact data of the respective party as indicated herein or in the Client r’s account. In the event of non-material changes to the Terms and Conditions (e.g. editorial changes, correction of obvious typographical errors), notice shall be deemed effective upon posting at Cost2Profit or Cost2Profit Website. In the event of material changes to the Terms and Conditions (i.e. affecting the rights and obligations of the parties), notice shall be effective upon delivery to the email address last provided by the Client. In the event that the Client believes that the Agreement is not being performed in accordance with the provisions of the Terms and Conditions, it may submit a complaint to Cost2Profit in the term of 14 (fourteen) days from noticing the breach of the Agreement by Cost2Profit. All complaints will be handled within a reasonable timeframe, not exceeding 30 days. The notices and complaints of the Client can be sent on the following addresses:
Rechin Financiar SRL
Str. 1 Decembrie, Nr. 94, Ap.1
300566 Timisoara, Romania.
- Sections Intellectual Property, Confidentiality, Indemnification and any other obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of these Terms and Conditions shall survive and remain in effect after such happening.
- Each party acknowledges and agrees that it has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and conditions of these Terms and Conditions. These Terms and Conditions shall not be construed against either party by reason of its drafting.