3scale Subscription Agreement v1.1

1. General Conditions

1. These terms of service ("Terms") refer exclusively to the usage of 3scale's solutions. They are valid for customers as well as the users who access the customers APIs and are limited to the use of the Service provided by 3scale. Web Services marketed through the 3scale service ("Web Services") might have their own Terms of Service (“Web Service Provider Terms”) that any user will have to accept before contracting the Web Service. The content of these Web Service Provider Terms, their legality or consequences are not the responsibility of 3scale.
2. These Terms may be updated by 3scale. You understand and agree that you are solely responsible for reviewing these Terms from time to time. You can always review the most current version of these Terms at http://www.3scale.net/company/terms. Any continued use of the Service by you after such amended Terms have been posted or information regarding such amendment has been sent to you, shall be deemed your consent and agreement to such amended Terms.
3. These Terms contain the entire agreement of the parties to the use of the Service, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. The only exception to this can be a specific written and signed contract with Providers for the Web Service provided by 3scale
4. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
5. The section titles in the Agreement are for convenience only and have no legal or contractual effect.
6. This Agreement shall be construed in accordance with the governing law, without regard to its conflict of the law’s principles.

2. Purchased Services

1. Service Description
   1. 3scale provides the necessary infrastructure to Providers to offer contracts for Web Services, publicize them, monitor the usage and obtain payment for them.
   2. For Buyers, 3scale provides the necessary infrastructure to find and contract services, monitor the usage and pay for them.
   3. 3scale offers one single type of account with which a user can carry out actions including, but not limited to, the following:
      • Add credit through a payment processing system
      • Publish web service information
      • Define and publish web service contracts
      • Contract offered services by the customer
      • Monitor (provided/contracted) service usage
      • Manage contracts
2. Payment Processing
   

   3scale provides the necessary payments and billing infrastructure to allow its customers to charge their API users.

   1. There are two payment options:
      • Pre-paid. For this, it will be necessary for 3scale customers to transact through PayPal, and not directly to or through 3scale, and be subject to the applicable PayPal Terms of Use.
        

        NOTE: 3scale is not affiliated with PayPal, and neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other. The same is true with respect to 3scale on the one hand and 3scale users and their customers on the other hand. To the extent that the Service is rendered in conjunction with any other provider of services, the same shall also be true, namely that to the extent that a user of the Service hereunder does so in conjunction with the services of another service provider, such user will be subject to the other service provider's terms of service, and neither 3scale or the other service provider will be considered the agent or employee of the other, and neither will be responsible in any way for the actions or performance (or lack thereof) of the other. The terms of this General Terms shall not in any way supersede the terms of any other payment service provider, nor shall the terms of service of any other payment service provider supersede the terms of this Terms with respect to the Service.

      • Post-paid. 3scale's solution allows the Web Service provider to charge its customers directly from their credit card at the end of each period.
   2. Buyers of Web Services will be invoiced monthly. The invoice provided will include a detailed description of the billed items during the previous period. The amount invoiced will be discounted from the buyer's account credit during the same billing period, and reflected in the Buyer's balance.
   3. Web Service Providers will be issued with a detailed receipt of usage details of the services provided on a monthly basis. The receipt will reflect and automatically deduct the agreed commission that 3scale charges for its service, if applicable, from the total earnings in the period.
   4. Providers will receive settlement of the amount stated in the receipt within 20 working days of the receipt being issued. Settlement will be made into the verified payment account configured by the provider on the day of settlement.
   5. 3scale will not accept any responsibility for the non-payment by a buyer for the use of a service by a provider in the case where 3scale's standard mechanisms for charging the Buyer fail to bring results.
   6. The Provider recognizes that clients have the right to dispute invoiced payments and that, in the event of such a dispute, 3scale has the power to freeze payment to the provider, withdraw these payments and deduct the amounts from the Providers' account balance as appropriate. If there is insufficient credit in the account available for 3scale to make the deduction in question, 3scale reserve the right to deduct the amount at a future point in time when such credit is available and/or issue an invoice with a minimum 30 day payment period directly to the provider to obtain the funds.
   7. The Buyer is responsible for all service usage of any provider occurring with respect to contracts issued to his or her account. In the case where the monetary amount required to pay for the services is not available, either due to a lack of sufficient credit in pre-paid operation or through a failure of a charge on a credit card or bank account in post-paid operation, the buyer remains liable for the sum involved. In such cases, 3scale reserves the right to suspend the buyer's account and obtain the funds at some point in the future when the balance is available. 3scale also reserves the right to issue an invoice with a minimum 30 day payment period directly to the provider to reclaim the funds.
   8. The Buyer will have the right to question the amounts invoiced during the 10 day period following the issuance of an invoice. Once this period has expired, if 3scale has not received any notification to stop the billing, the invoice will be considered to be correct. In the case of a dispute regarding the correct amount of the invoice between 3scale and the buyer, 3scale's view shall prevail.

3. Transaction History

Unless a user account has been disabled by 3scale or otherwise, users will be able to access to their monetary transactions in the system, and to check their balance by logging in to the system with their access user name and password.

4. Pre-paid Account Settlement

1. 3scale will transfer to the provider’s account balance to the specified bank account or Paypal account in a maximum of 20 working days. If you, the user, have specified a recipient account for which there are associated costs of transference, currency exchange or other service, any such charges are the responsibility of the provider. As a result, 3scale reserves the right to deduct these charges from the transferred amount. The related transactional costs will be reflected in invoice issues during the following month.
2. Only provider accounts with a balance higher than 20 US dollars will be settled each month. Accounts with a balance lower to the cited amount will remain unsettled and the funds will remain on the account until such time as an amount greater than 20 US dollars is reached.
3. In the event of account closure, any remaining positive balance will be transferred to you on formal notification of account deletion. Account deletion can be requested from the Account management interface within the 3scale system. In certain cases, 3scale reserves the right to request the account owner to submit an account deletion which needs to be signed and submitted by physical mail to: Calle Llacuna 162-164, 08018 Barcelona, Spain.

5. Fees and Payment for Purchased Services

1. Fixed Monthly Fees
   1. 3scale CONNECT is offered in different plans depending on the API traffic and the included features. Please, find more information on http://www.3scale.net/plans.
   2. Customers using 3scale CONNECT solution will be subject to a monthly-based subscription fee. Subscription fees vary according to the chosen plan and can be paid on a yearly basis as well.
   3. The Pro/Enterprise plan does not have a fixed monthly fee. For this particular package, 3scale offers a quote based on the customer's particular technical requirements.
2. Transaction Fees
   1. 3scale will charge a commission (percentage) on the successfully sold transactions via 3scale's platform. Transaction fees vary according to the chosen plan.
   2. 3scale reserves the right to change the service commission at any time. Providers will be informed at least 30 days in advance of any change to the fee percentage via an email notification to the contact email configured in the account.

6. User Registration

1. Any user registered, must complete the 3scale registration process, in which case, you agree to: (a) provide true, accurate, current and complete information about yourself or your company as prompted by the Service registration form (such information being the Registration Data) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
2. If registering as a Service Provider, you will be able to select a preferred payment method to receive money generated by provision of web services through 3scale. The Registration Data in this case will include Bank or Account Data for the service in question. You are responsible for any failure in the payment caused by errors of the banking data provided in this process.
3. Registration is necessary to offer functionality that requires the Service to recognize a user. When a user registers, the information given contains certain Personally Identifiable Information including but not limited to a valid e-mail address, real name, address, country of residence and zip code. This personally Identifiable Information will be used to personalize and improve your experience of the service. This information will not be disclosed to any third-party without your explicit consent.
4. Once registered for an account, you have the option of activating the account for either the provision or purchase of services or both. In either of these cases, you declare that the information provided by you for the items organizational name, legal address, tax identifier, country of residence and contact email address are (a) true, accurate, current and complete information about yourself or your company as prompted by the Service registration form (such information being the Registration Data) and (b) will be maintained and promptly updated to keep it true, accurate, current and complete. Further, you agree that such information will be shared with providers and buyers with which you engage in Web Service usage contract.
5. You can review and change Personally Identifiable Information, password or banking details at any time by going to our "Account" page at http://www.3scale.net/admin area of your account.
6. 3scale is concerned about the safety and privacy of all its users, particularly children. For this reason, you must be at least 18 years of age to register for an account. If you are under the age of 18, in registering you that are using the Service with the consent of a parent or a guardian (Guardian), and that said Guardian is at least 18 years old, is the legal Guardian of the person listed on the 3scale account, and that said Guardian has expressly given permission to access the Service.
7. You will create a password and account during the Service registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify 3scale of any unauthorized use of the password or account or any other breach of security, and (b) ensure that you exit from the account at the end of each session. 3scale cannot and will not be liable for any loss or damage arising from failure to comply with the rules in this Section.
8. If you provide information of any kind which is untrue, inaccurate, not current or incomplete, or 3scale has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, 3scale has the right to suspend or terminate the account and refuse any and all current or future use of the Service (or any portion thereof).

7. Content Responsibility

1. In using the 3scale Service, you understand that you are liable for all information, in whatever form, (Information) you make available to other users of the site. Users agree not to use the Service to:
   1. upload, post, email, transmit or otherwise make available any Information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
   2. harm minors in any way.
2. You understand and agree that unless expressly stated, 3scale in no way controls, verifies or endorses any of the information contained on or in the Service including listings, links, messages, advertisements and reviews. You also understand that 3scale does not control and is not responsible for Content made available through the Site, and that by using the Site, you may be exposed to content that is offensive, indecent, inaccurate, misleading or otherwise objectionable.
3. The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Since 3scale has no control over such sites and resources, you acknowledge and agree that 3scale is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that 3scale shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
4. 3scale makes no representation or warranty as to the accuracy, completeness or authenticity of the information listed in the Site to define Web Services.
5. You understand and agree that any uploading or posting will be at your sole risk and 3scale shall not be responsible to you in any way. Further, 3scale does not provide any warranty as to your use of third-party content, software or services that you obtain via the Service.
6. Although 3scale does not claim ownership of Web Services that Providers publish, by publishing Web Services to the Service, you automatically grant, and you represent and warrant that you have the right to grant to 3scale the rights to use material published by on the site in the promotion of its own Service. 3scale claims no further rights to use, copy, display and distribute the information so provided.
7. You also understand and agree that 3scale, at its sole discretion, may delete any Web Service listed or any other type of content provided by customers if they violate this Service Agreement.

8. Ownership, Privacy and Information Disclosure

1. All rights, titles and interests in and to the Site and the Service are and will remain the exclusive property of 3scale and its licensors. "3scale networks S.L.", “3scale Inc.” and 3scale logos, icons and other marks identifying 3scale services or products are trademarks of 3scale and may not be used without prior written permission. Except as otherwise expressly set forth in these Terms, you may not copy, reproduce, distribute, or create derivative works of the Service or the Site without 3scale' express written authorization. All rights not expressly granted in these Terms are reserved to 3scale.
2. 3scale respects the intellectual property rights of others and expects users of the Site to do the same. You may not distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information for which you do not have legal authorization to use. If you believe that through the Service your work has been copied in a way that constitutes copyright infringement, or that intellectual property rights have been otherwise violated, please immediately notify us via email.
3. This web site contains links to other sites. Please be aware that we, 3scale, are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of each and every web site that collects personally identifiable information. This privacy statement applies solely to information collected by 3scale at this Web site.
4. Financial transactions may occur on PayPal's secure, SSL protected servers. Note that you should never use the same email/password combination as PayPal when signing up for a 3scale account. This web site (3scale’s) takes every precaution to protect our users' information. When users submit sensitive information via the web site, your information is protected both online and off-line. We encrypt all passwords and other sensitive information in our database. We also protect user-information off-line. Only employees who need the information to perform a specific job (for example, billing clerks or customer service representatives) are granted access to personally identifiable information. Furthermore, ALL employees are kept up-to-date on our security and privacy practices. If you have any questions about the security at our web site, you can contact us at info@3scale.net.
5. In order for 3scale's web site to properly fulfil its obligation to our customers, it is necessary for us to supplement the information we receive with information from 3rd party sources, primarily PayPal. This information is not shared with any additional outside parties.
6. 3scale collects information from its users at several different points on its web site. 3scale will not contact you or your customers with third party advertising or promotion without your explicit permission. We strongly value this relationship and do not want to compromise this in any way. 3scale will not sell, share, or rent this information to others in ways different from what is disclosed in this statement
7. You agree that 3scale at its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Site (or any part thereof), immediately and without notice, and remove and discard any Content within the Site, for any reason, including, without limitation, if 3scale believes that you have acted inconsistently with these Terms. Further, you agree that 3scale shall not be liable to them or any third-party for any termination of such access to the Site. Further, you agree not to attempt to use the Site or the Service after said termination.
8. You further acknowledge that 3scale may, in its sole discretion, preserve or disclose your Content, as well as your information, such as e-mail addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with the legal process, enforce these Terms, respond to claims that any Content violates the right of third-parties; or to protect the rights, property, or personal safety of 3scale, its users or the general public.
9. 3scale reserves the right to use the Web Services description to configure examples in its press releases, marketing channels and any other publicity materials as well as the right to link to your site.
10. You understand that the technical processing and transmission of the Service, including your Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

9. Limitations and Termination of Service

1. Unless stated in a supplementary license agreement, 3scale reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. 3scale will not be responsible to you for refund, in whole or part, of service fees for any reason. You agree that 3scale shall not be liable to them or to any third party for any modification, suspension or discontinuance of the Service.
2. You agree that 3scale at its sole discretion, has the right (but not the obligation) to delete or deactivate your account, block your email or IP address, or otherwise terminate your access to or use of the Site (or any part thereof), immediately and without notice, and remove and discard any Content within the Site, for any reason, including, without limitation, if 3scale believes that you have acted inconsistently with these Terms. Further, you agree that 3scale shall not be liable to them or any third-party for any termination of such access to the Site. Further, you agree not to attempt to use the Site or the Service after said termination.

Disclaimer or Warranties

3SCALE WARRANTS TO USERS THAT THE SERVICE WILL BE PROVIDED IN MANNER CONSISTENT WITH GENERALLY ACCEPTED INDUSTRY STANDARDS, HOWEVER, YOU EXPRESSLY AGREE THAT USE OF THE SITE, THE SERVICE OR THE CONTENT IS AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF FILES, SOFTWARE, SERVICES AND/OR ANY GRAPHICS OR OTHER CONTENT. THE SITE, THE SERVICE AND THE CONTENT ARE PROVIDED ON AN "AS IS" BASIS. 3SCALE, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NEITHER 3SCALE, NOR ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTY THAT THE SITE, THE SERVICE OR THE CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES 3SCALE, ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY, TRUTHFULNESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitations of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT 3SCALE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF 3SCALE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

Indemnity

YOU HEREBY AGREE, AT YOUR EXPENSE, TO INDEMNIFY, DEFEND AND HOLD 3SCALE HARMLESS FROM AND AGAINST ANY LOSS, COST, DAMAGES, LIABILITY, AND/OR EXPENSE ARISING OUT OF OR RELATING TO (A) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED ON INFORMATION, DATA OR CONTENT YOU SUBMITTED IN CONNECTION WITH THE SERVICE, (B) ANY FRAUD, MANIPULATION OR OTHER BREACH OF THESE TERMS BY YOU, OR (C) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST 3SCALE ARISING OUT OF YOUR USE OF THE SERVICE OR THE SITE.