- ACCEPTANCE OF TERMS
- AUTHORITY TO ENTER INTO THESE TERMS WITH IMB
- MODIFICATIONS TO TERMS
- IMB RESPONSIBILITIES
- USING THE ALPHA SERVICES
- CLIENT DATA
- DATA PROCESSING CONTRACT
- INTELLECTUAL PROPERTY RIGHTS
- THIRD-PARTY SITES, PRODUCTS AND SERVICES
- DISCLAIMERS; NO WARRANTY
- LIMITATION OF LIABILITY
- TERMINATION OF THESE TERMS
- GOVERNING LAW
- GENERAL PROVISIONS
1. ACCEPTANCE OF TERMS
Instituti i Modelimeve në Biznes sh.p.k. which owns and operates www.imb.al (“IMB” or “Company”) and you enter into this agreement subject to the following Terms of Service (“Terms”). “The Client” is a natural or legal person who has accepted these Terms with the Supplier.
The terms govern your contractual relationship with the Company, including but not limited to your use of Company’s website, alphaweb.al (“Website”), as well as your use of the Services. They create legally binding obligations, and you should review them carefully before using any of the Services. These Terms of Service contain the terms and conditions that govern all use of our Platform, Services and all content available.
The Alpha Services are offered to you subject to your acceptance without modification (other than Special Terms agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies, and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through Alpha Services (collectively, the “Terms”). When accepted by you (as defined below), these Terms form a legally binding contract between you and IMB. If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE ALPHA SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.
IMB may, in its sole discretion, elect to suspend or terminate access to, or use of the Alpha Services to anyone who violates these Terms.
2. AUTHORITY TO ENTER INTO THESE TERMS WITH IMB
The use of the ALPHA Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.
You may not, without IMB’s prior written consent, access the ALPHA Services (i) for production, (ii) if you are a competitor of ALPHA, (iii) to monitor the availability, performance or functionality of the ALPHA Services, (iv) for other comparative or competition reasons.
Once accepted, these Terms remain effective until terminated as provided for herein.
3. MODIFICATIONS TO TERMS
IMB reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the ALPHA Services. Please check these Terms
periodically for changes. Your continued use of the ALPHA Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the ALPHA Services, or (ii) 30 days from the posting of such modified terms. Notwithstanding the foregoing, the resolution of any dispute that arises between you and IMB will be governed by the Terms in effect at the time such dispute arose.
4. IMB RESPONSIBILITIES
4.1. Provision of ALPHA Services. IMB will (a) make the ALPHA Services available to the Client pursuant to these Terms, (b) provide applicable standard support for the ALPHA Services to the Client pursuant to these Terms (see Section 8 “Services”), (c) use commercially reasonable efforts to make the ALPHA Services available during business hours, except for: (i) planned downtime (of which IMB shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond IMB’s reasonable control, including, for example, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service.
By agreeing to these Terms, the Client grants the IMB a general authorization to engage processors for the purpose of providing the ALPHA Services.
5. USING THE ALPHA SERVICES
5.1 Establishing an Account. Certain features, functions, parts or elements of the ALPHA Services can be used or accessed only by holders of an Account.
If the Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. IMB is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, IMB may, in its discretion, request additional information or proof of the person’s credentials. If IMB is not certain if a User has been granted Authorization, IMB may, in its sole discretion, prevent such User from accessing the ALPHA Services until the Client confirms such authorisation.
The Client and any User associated with an Account must provide IMB with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.
5.2 Logging Into an Account. The Client will have an email and password (“User Access Credentials”) to be used to log in to its Account. The Client shall only access Alpha Services by typing into the browser address bar the secure link https://app.alphaweb.al. No other link shall be used to access Alpha Services. The Client must avoid following any other link suggested to the client via email or any other mode of communication. The Client must also avoid creating bookmarks to the Alpha page, as bookmarks can be compromised. The User Access Credentials must not be used by multiple persons. If the Client has designated several Users, each User will be provided with separate User Access Credentials. The Client and each User are responsible for keeping confidential all User Access Credentials associated with an Account. The Client must promptly notify IMB:
- of any disclosure, loss or unauthorized use of any User Access Credentials;
- of a User’s departure from the Client’s organization;
- of a change in a User’s role in the Client’s organization;
- of any termination of a User’s right for any reason.
5.3 Termination of Account. The Client may terminate these Terms at any time. IMB shall permanently delete the Account within two months of the effective date of the termination.
5.4 Fees. The use of an Account is subject to a Fee. The applicable Fee is charged in advance on intervals, the payment being charged monthly or yearly, as agreed between the parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval.
The fees are exclusive of all taxes.
5.5 Free Trial. A new Client may be entitled to a Free Trial. The Client is not required to provide any credit card information during the period of Free Trial. If the period of Free Trial has expired, the Account will be automatically deactivated. In order to prevent deactivation or to reactivate the Account, the Client is required to pay the first Fee. If the Client does not pay the first Fee within 1 month, as of the expiry of the Free Trial, IMB has the right to permanently delete the Account, including all Client Data therein.
6.1 Payment Card Authorization. IMB may seek pre-authorization of Client’s payment card account prior to your purchase of ALPHA Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein, and authorize IMB to charge all sums described in these Terms to such card account. You agree to provide IMB updated information regarding your payment card account upon IMB’s request and any time the information earlier provided is no longer valid.
6.2 Direct Debit Payments. In some cases IMB may, if Client elects, request that Client complete a direct debit mandate to enable direct debit payments. In such cases IMB shall comply with all applicable national rules and regulations related to direct debit payments.
6.3 Electronic Invoice. If IMB has not sought pre-authorization of your payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice.
6.4 Overage Charges. Upon delay with any payments, IMB may require the Client to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due will be according to the Albanian legislation.
7. CLIENT DATA
7.1 Uploading Client Data. If the Client uploads Client Data, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the ALPHA Services by IMB. By uploading Client Data to the Platform, Client authorizes IMB to process the Client Data. The Client is responsible for ensuring that:
- The Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of IMB, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
- The Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert and process it by means of the Account.
7.2 No Guarantee of Accuracy. IMB does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the ALPHA Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not IMB, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the ALPHA Services, as well as for any actions taken by IMB or other Clients or Users as a result of such Client Data.
7.3 Data Security in the cloud. IMB is responsible for performing encrypted client data backups (undecryptable by IMB employees or other third parties) no less often than once a week.
- Access to client data is only possible for authorized users through User Access Credentials (username and password) set by the user. IMB cannot view or modify User Access Credentials. In case of loss of User Access Credentials, only the user can reset the password via auto-generated email sent to the user’s email address.
- The client is fully responsible for safeguarding their User Access Credentials and not sharing with anyone (including colleagues and IMB staff). IMB staff will at no instance request User Access Credentials.
- In case a user is asked to provide their User Access Credentials, the user must ignore this request and immediately report such requests to IMB.
- In case the client suspects that User Access Credentials are being used by unauthorized parties, the client shall immediately report it to IMB and IMB will immediately remove access to that user and temporarily lock all access to client data until the security issue has been resolved.
- IMB will provide technical specifications as seen in document “Alphaweb:Google Cloud Specifications”
7.4 Unlawful Client Data. IMB does not and cannot have access to client’s data. Therefore, IMB is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. However, if IMB is notified by third parties (such as governmental/public/judicial institutions or support specialists during remote support sessions) about unlawful activities of the Client, it reserves the right to terminate the service immediately.
7.5 Compelled Disclosure. IMB does not have access to Client’s operational data. However, IMB may disclose descriptive information regarding the Client, If IMB is compelled by law to disclose such information.
8.1 Use of the ALPHA Services. Subject to these Terms, and the payment of the applicable service Fee, IMB grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the ALPHA Services.
8.2 Technical Support. IMB shall provide reasonable technical support to Client and its authorized User at the reasonable request of the Client. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.
The contacts for all enquiries of support are:
Help Desk Platform: https://helpdesk.alpha.al/
8.3 Modifications to Service. IMB reserves the right to modify the ALPHA Services or any part or element thereof from time to time without prior notice, including, without limitation:
- Rebranding the ALPHA Services at its sole discretion;
- Ceasing providing or discontinuing the development any particular ALPHA Service or part or element of the Platform temporarily or permanently;
- Taking such action as is necessary to preserve IMB’s rights upon any use of the ALPHA Services that may be reasonably interpreted as violation of IMB’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities and/or illegal activity.
If the Client does not accept the modification, the Client shall notify IMB within 14 days following the effective date of the modification, and these Terms will terminate. The Client’s continued use of the ALPHA Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. IMB shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the ALPHA Services, or any part or element thereof.
9. DATA PROCESSING CONTRACT
These Terms constitute the data processing contract between the Client as the data controller and the IMB as the data processor. The Client hereby instructs the IMB to process the data as described in these Terms.
9.1 Subject matter and nature of processing. IMB provides the Platform where the Client, as the data controller, can collect, store and organize the personal data of data subjects determined by the Client. The Platform has been designed to work as an online solution for businesses to perform accounting and business tasks but, to the extent not regulated by these Terms, the Client decides how they use the Platform.
9.2 Duration. IMB will store securely data on behalf of the Client until the termination of the ALPHA Services in accordance with these Terms. Upon termination, ALPHA will store the Client’s data for a period of 2 months, should the Client wish to reopen the Account to resume the use of the ALPHA Services or to export Client Data, unless instructed otherwise by the Client. IMB deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies.
9.3 Parties’ rights and obligations. The Client’s rights and obligations regarding Client Data are provided in sections 4 through 10 of these Terms. IMB ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
10.1 Prohibited Activities. The Client and its authorized Users may use the ALPHA Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may:
- Use ALPHA or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
- Copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the ALPHA Services or any part or element thereof, or attempt to extract the source code.
- Use ALPHA Services or any part or element thereof unless it has agreed to these Terms.
10.2 Certain Uses Require IMB Consent. The Client or any User may not, without IMB’s prior express written consent (by e-mail, Skype, etc.):
- Sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the ALPHA Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client;
- Use ALPHA Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
- Use ALPHA Services or any part or element thereof by means of programs that send them automatic enquiries or requests, unless such program has been made available by IMB.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 ALPHA’s Intellectual Property Rights. The ALPHA Services, ALPHA Materials, ALPHA trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by IMB. ALPHA Materials are protected by copyright, trade dress, patent, trade secrets, and Albanian trademark laws, and all other relevant intellectual property and proprietary rights laws. IMB retains all right, title and interest in such ALPHA Services, ALPHA Materials, ALPHA trade names and trademarks, and any parts or elements. Your use of the ALPHA Services, and any parts or elements does not grant to you any ownership rights or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the ALPHA Materials is strictly prohibited unless you have received the express prior written permission from IMB. IMB reserves all rights to the ALPHA Services, ALPHA Materials and ALPHA trade names and trademarks not expressly granted in the Terms.
12.3 Client Data.
IMB may use Client Data in an aggregated and anonymized format for research, educational and other similar purposes. IMB may not otherwise use or display Client Data without Client’s written consent. IMB respects your right to exclusive ownership of your Client Data. Unless specifically permitted by you, your use of the ALPHA Services does not grant IMB the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by you or stored in your Account for IMB’s commercial, marketing or any similar purpose. Client expressly grants IMB the right to use and analyze aggregate system activity data associated with the use of the ALPHA Services by Client and its Users for the purposes of optimizing, improving or enhancing the way the ALPHA Services operate, and to create new features and functionality in connection with the ALPHA Services in the sole discretion of IMB.
The Client is solely responsible for its own Client Data and the consequences of posting through the ALPHA Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the IMBs to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the ALPHA Services and these Terms and (ii) Client Data, IMB’s use of such Client Data pursuant to these Terms, and IMB’s exercise of the license rights do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by IMB to any third party for the performance of any ALPHA Services the Client has chosen to be performed by IMB or for the exercise of any rights granted in these Terms, unless Client and IMB otherwise agree.
12.4 Feedback. If the Client or a User provides IMB with any comments, bug reports, feedback, or modifications for the ALPHA Services (“Feedback”), IMB shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the ALPHA Services. Client or User (as applicable) hereby grants IMB a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. IMB shall have the right to modify or remove any Feedback provided in the public areas of the Site if the IMB deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
13. THIRD-PARTY SITES, PRODUCTS AND SERVICES
The ALPHA Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, IMB does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, IMB makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Any content referred to as community provided is provided by third parties and not developed or maintained by ALPHA. You acknowledge and agree that ALPHA is not in any way responsible for the performance or damages caused by such community provided code or library.
14. DISCLAIMERS; NO WARRANTY
UNLESS OTHERWISE EXPRESSLY STATED BY IMB, THE ALPHA SERVICES, ALPHA MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ALPHA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IMB DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, the IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
UNLESS OTHERWISE EXPRESSLY STATED BY IMB, IMB DOES NOT WARRANT THAT THE ALPHA SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ALPHA SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ALPHA SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ALPHA SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
UNLESS OTHERWISE EXPRESSLY STATED BY IMB, IMB DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE ALPHA SERVICES, ALPHA MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
You agree to defend, indemnify and hold harmless IMB and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the ALPHA Services, ALPHA Materials, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. IMB reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify IMB, and you agree to cooperate with such defense of these claims.
16. LIMITATION OF LIABILITY
16.1 No Liability: IMB shall not be liable to the Client or User for any consequences resulting from:
- Any modifications in these Terms, calculation and rates of Fees, the ALPHA Services or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the ALPHA Services or ALPHA Material;
- Deletion of, corruption of, or failure to store any Client Data;
- Use of Client Data by the Client or any of the Users associated with the Account;
- Any disclosure, loss or unauthorized use of the user access credentials of Client or any authorized User due to Client’s failure to keep them confidential;
- The Client’s use of the Account or the ALPHA Services by means of browsers other than those accepted or supported by IMB;
- The application of any remedies against the Client or authorized Users by the IMB, for example if the Client or User has committed a crime o conducted a breach of applicable law by using ALPHA Services or any part or element thereof;
- The IMB’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, IMB shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:
- Provide IMB with accurate information about the Client, Users or Account;
- Notify IMB of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
- Provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of IMB’s negligence, breach of these Terms or otherwise);
- Ensure the lawfulness of the Client Data;
- Obtain the necessary rights to use the Client Data; or
- Abide by any of the restrictions described in these Terms.
16.2 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ALPHA AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE ALPHA SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
16.3 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
17. TERMINATION OF THESE TERMS
17.1 For Convenience. These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:
- By the Client any time by sending an email to email@example.com “Terminate my account”; – By IMB upon decision to end provision of the ALPHA Services and close the Platform; or
- Immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
17.2 For Default. These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:
- By either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
- Immediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights] or 15 [Indemnification] of these Terms.
17.3 Effect of Termination. Upon termination of these Terms, IMB shall deactivate and permanently delete the Account, within two months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, IMB shall fulfill such request within 1 month of its receipt of such request.
The Client must:
- Stop using and prevent the further usage of the ALPHA Services;
- Pay any amounts owed to IMB under these Terms; and
- Discharge any liability incurred by the Client before under these Terms prior to their termination.
The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18 and 19.
If IMB terminates these Terms as a result of an uncured breach by a Client or User, IMB is entitled to use the same or similar remedies against any other persons who use the ALPHA Services in conflict with these Terms. Notwithstanding the foregoing, IMB may also apply any other remedies available to it under the applicable Albanian law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts or elements of the ALPHA Services.
If IMB has reasonable grounds to believe that the Client’s or User’s use of the ALPHA Services, including the Account may harm any third persons, IMB has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
18. GOVERNING LAW
18.1 Governing Law and Jurisdiction.
In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable Albanian law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in the competent Albanian Courts.
These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the Republic of Albania, without giving effect to any principles of conflicts of law.
We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an
association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action.
If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
Notwithstanding the foregoing, you and IMB agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.
19. GENERAL PROVISIONS
19.1 Relationship of the Parties. The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either IMB, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
19.2 Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
19.3 Entire Agreement. These Terms are the entire agreement between Client and IMB regarding Client’s use of the ALPHA Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless where parties are notified and have accepted the amendment.
19.4 Assignment. Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without IMB’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable.
19.5 No Waiver. Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right. 19.6 Notices. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing/email and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notice”), which shall clearly be identifiable as Legal Notice, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.