Optanex Ltd (“Optanex”, “we”, “us” and terms of similar meaning) provides this web site and the services provided by or through this web site to you subject to these terms and conditions of use (these “Terms”).
In these terms we call this web site, any successor web sites (together, the “Site”) and the software we provide the “Application”, “Gest.online”.
Please read these Terms carefully before using the Services. By accessing or using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services. You must be at least of the age of majority to use the Services.
In these Terms, our customers and the persons to whom they give “staff” access to their Gest.online account are called “Subscribers”, and our customers’ customers who use the Services (for example, to view or pay Subscribers’ invoices) are called “Customers”. In these Terms, the users of the Services, whether they are Subscribers, Customers or casual browsers of the Site, are called “Users”.
Optanex reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will notify you at the email address you provide in your registration information, if any, or we will post a notice in the Application visible to you the next time you access the Application. If you do not agree with the changes, you can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Site, and your continued use of the Services after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at legal@optanex.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted through the Application.
Optanex has complete discretion to update and change the software services agreement from time to time. Optanex may make such changes without notice; if you continue to use the software services after any such changes, with or without notice, you will be considered to have consented to them.
2. Registration Data and Account Security
If you register for an account on the Services, you agree to provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”), maintain and promptly update the Registration Data, and any other information you provide to Gest.online and to keep it accurate, current and complete; also accept all risks of unauthorized access to the Registration Data and any other information you provide to Gest.online. You are responsible for all activity on your Gest.online account, and for all charges incurred by your Gest.online account.
Fees and any other charges for the use of the Application and for any Add-ons are described on the Site. They may change from time to time. If we change them, we will give you at least 30 days’ notice. If they do change, your continued use of the Application or the Add-ons, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.
You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
4. Ownership, Copyright and Trademarks
In these Terms the content available through the Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users is called “User Content”. For example, data about its Customers and about its timesheet entries that a Subscriber provides to the Services is User Content of that Subscriber, data about its payments that a Customer provides to the Services is User Content of that Customer.
User Content is that User’s property. Gest.online’ only right to that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 5 and Section 17 of these Terms.
Other than the User Content, the Services, all Content and all software available on the Services or used to create and operate the Services is the property of Gest.online or its licensors, and is protected by Maltese and international copyright laws, and all rights to the Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.
Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services.
5. Your Limited License of Your User Content to Gest.online
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. Therefore, by posting or distributing User Content to or through the Services, you (a) grant Gest.online and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
6. Our Limited License of Content to You
Gest.online grants you a limited, revocable, non-exclusive, non-sublicensable license to access the Services and to view, copy and print the portions of the Content available to you through the Services. Such license is subject to these Terms, and specifically conditioned upon the following: (i) you may only view, copy and print such portions of the Content for your own use; (ii) you may not modify or otherwise make derivative works of the Content, or reproduce, distribute or display the Content (except for page cacheing) except as expressly permitted in these Terms; (iii) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots or similar data gathering or extraction methods; and (v) you may not use the Services or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. The license in this Section is revocable by Gest.online at any time.
Your use of any Add-on is governed by the End User License Agreement that applies to that Add-on, and not by this Section of the Terms. That End User License Agreement is an agreement between you and the provider of that Add-on, and you acknowledge that that End User License Agreement is a binding agreement between you and that provider. Your use of the Service through an Add-on, including any Content that may be delivered to you through the Add-on, is subject to this Section of the Terms.
You represent and warrant that your use of the Services and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.
To request permission for uses of Content not included in this license, you may contact Gest.online at the address set out at the bottom of these Terms.
7. Providing a Reliable and Secure Service
Gest.online encrypts all passwords, uses restrictive firewalls to protect stored data and uses 256 bit SSL certificates to encrypt data transferred between you and the Services.
However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use Gest.online, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Subscribers who enable auto-billing and choose to store the credit card information of their Customers accept these risks to the security of that credit card information. When storing credit card information using the Gest.online recurring profiles module Subscribers acknowledge that they are aware of, and accept as satisfactory, Gest.online’ credit card protection procedures. Ultimately, credit card data is provided by Subscribers and their Customers, and they are responsible for its protection.
8. No Responsibility for Third-Party Services, Sites or Content
As a service to our users, the Site may contain links to third-party Web sites (“Third-Party Sites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including Add-ons, payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use Third-Party Sites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.
Gest.online makes no claim or representation regarding Third-Party Materials and Third-Party Services, and provides them or links to them only as a convenience. Inclusion in the Services of Third-Party Materials does not imply Gest.online ‘ endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Materials.
9. Advertisements and Promotions
Gest.online may run advertisements and promotions from third parties on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Gest.online, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Gest.online is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Services.
10. Warranty Disclaimer
The Site, the Content, the Add-ons and the Services are provided to you on an “as is” basis without warranties from Gest.online of any kind, either express or implied. Gest.online expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Gest.online does not represent or warrant that Site, the Content, the Add-ons or the Services are accurate, complete, reliable, current or error-free.
While Gest.online attempts to make your access to and use of the Services safe, Gest.online does not represent or warrant that the Site, the Content, the Add-ons or the Services are free of viruses or other harmful components.
11. Limitation of Liability and indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against Gest.online, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Site, the Content, the Add-ons or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content, the Add-ons or the Services. You use the Site, the Content, the Add-ons and the Services at your own risk.
Without limitation of the foregoing, neither Gest.online nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content, the Add-ons or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content, the Add-ons or the Services or other information obtained from Gest.online or any other Released Party or accessible via the Site, the Content, the Add-ons or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Gest.online or any other Released Party’s records, programs or services.
In no event shall the aggregate liability of Gest.online, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Site, the Content, the Add-ons or the Services exceed any compensation paid by you for access to or use of the Site, the Content, the Add-ons or the Services, as the case may be, during the three months prior to the date of any claim.
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Subscribers and Customers in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
13. Applicable Law and Venue
The Services are controlled by Gest.online and operated by it from its offices in Attard, Malta. You and Gest.online both benefit from establishing a predictable legal environment in regard to the Services. Therefore, you and Gest.online explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Site, the Content, the Add-ons or the Services will be governed by the laws of Malta and relevant EU. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) involving Gest.online and arising out of or relating to (a) these Terms; (b) the Site, the Content, the Add-ons or the Services; (c) oral or written statements, advertisements or promotions relating to these Terms or to the Site, the Content, the Add-ons or the Services; or (d) the relationships that result from these Terms or the Site, the Content, the Add-ons or the Services (collectively, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Malta.
14. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, Gest.online reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Services, or any portion thereof (including any use of any Add-on) and the rights of any third party to which you have granted access to your User Content; (b) block or prevent your future access to and use of all or any portion of the Services or Content (including any use of any Add-on); (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.
15. Termination of agreement
You and Gest.online may terminate your use of the Services including your agreement to these Terms at any time. When your Gest.online account is terminated, your User Content will, shortly thereafter, not appear on the Services. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. Gest.online may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Gest.online, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and Gest.online regarding your use of the Site, the Content, the Add-ons and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and Gest.online regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only.
If you have any questions regarding these Terms or your use of the Services, please contact us at info[at]gest.online
Last Updated: September 18th, 2019