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Minutizer.com is operated by PVT CALL US LLP company #LL0002237.
1. Service Offer
Minutizer.com is a technical service provider in the field of real time payments and electronic information transfers on the Internet.
For this purpose, Minutizer has developed a software which can be accessed by the contractual party (hereinafter – service provider) on the Internet to initiate real time pay-per-minute purchases.
The service provider’s data processing systems are connected to the interface by the service provider in accordance with the documentation about the Minutizer application available at and www.Minutizer.com (hereinafter – documentation). The Minutizer application, the interface, and the documentation will be referred to collectively as the Minutizer platform.
2. Subject Matter of the Agreement
2.1 The subject of this contract is to provide the Minutizer platform to the service provider in accordance with this agreement. The Minutizer platform has the functionality described in the documentation. The interconnection point for the data to be transferred between the parties is the address of the interface function on the Minutizer platform in the data processing center.
2.2 The connection of the data processing systems used by the service provider to each of the Internet and the interface is not part of the services to be provided by Minutizer and falls within the sole responsibility of the service provider.
3. Right of Use
3.1 The service provider receives the right of use to the Minutizer platform limited to the duration of the contract. The right of use is valid for access to the platform via the Internet and for use of the functionalities associated with the Minutizer platform in accordance with the regulations of this contract and the documentation
3.2 The right of use granted to the service provider by Minutizer is limited exclusively to the transmision of information on the Internet.
3.3 The service provider shall not,
- 3.3.1 reverse engineer an object code form of a part of the Minutizer application;
- 3.3.2 provide to third parties the rights of use to the Minutizer platform as well as to the individual elements of the Minutizer platform, whether by renting, lending or by granting sub-licences, unless Minutizer has previously approved this explicitly in writing.
- 3.4 Rights other than those mentioned in these conditions are not granted.
4. Updates / New Releases
4.1 Minutizer is entitled, at any time, even without the consent of the service provider, to make or order changes to the Minutizer platform (updates and/or new releases). These changes should be created by Minutizer in such a way as to not limit the contracted services.
5. Warranty and Liability
5.1 Minutizer warrants to the service provider that it is authorized to grant the use set forth in this agreement to third parties. Minutizer points out that for technical reasons it is not possible to ensure continuous system availability. Minutizer is not liable for errors resulting from the provision of telecommunication and/or Internet while establishing the connection to the Minutizer platform (for example, as a result of line overload).
5.2 The warranty of Minutizer is limited to fixing interface defects by rectification.
5.3 Minutizer is not liable for the accuracy and completeness of data submitted by the service provider, payment service providers and other third parties, and/or taken from public directories, and for data managed by it or any third party. The foregoing limitation of liability applies particularly to information with incorrect or incomplete content, auditory errors, input errors, transfer and transmission errors, identity confusion, especially in consequence of incomplete personal data, incorrect or incomplete information as a result of technical defects, and restrictions or failure of the readiness to provide information for technical reasons.
5.4 Minutizer is not liable for damages that occur by force majeure, riots, war and natural events or by other circumstances that Minutizer is not responsible for (e.g. strikes, lockouts, disruptions of transit, official or administrative orders domestically and abroad).
5.6 Minutizer’s liability for loss of profit is excluded. This does not apply in the case of deliberate actions by Minutizer.
The respective contractual rules regarding costs and fees apply. The service provider may only set off undisputed or legally established claims against claims of Minutizer. The exercise of a right of lien by the service provider is excluded. Changes of fees shall be communicated to the service provider in a timely manner and come into immediate effect.
7. Obligations of the service provider
7.1 The service provider will refrain from obtaining, itself or through unauthorized third parties, information or data without authorization or intervening in or allowing others to intervene in programs operated by Minutizer or invading networks of Minutizer without authorization.
7.2 The service provider shall be obligated to inform its customers that its services are charged through the payment service provider. Should the customer or contract partner make claims against Minutizer arising from the billing relationship, the service provider shall indemnify Minutizer from all claims or demands internally.
7.3 The service provider shall be obligated to manage passwords and login details for the Minutizer platform in a secure and confidential manner. The service provider is not permitted to disclose such information or make it availble to third parties. If passwords or login data are used by unauthorised persons, the service provider is liable for use contrary to this agreement and any damages or losses caused thereby.
7.4 The service provider shall be obligated to specify all the information requested at the time this agreement is concluded truthfully and completely and to designate a valid and accessible e-mail address to receive messages from Minutizer during the contractual relationship. This includes details of changes of the service provider master data (bank data, company form, address, contact information, company data) as well as changes of these terms and conditions. The service provider has to inform immediately of any change of e-mail address. If the service provider fails to do so, Minutizer is not responsible for any difficulties and disadvantages of the service provider.
7.5 The service provider undertakes to notify Minutizer without delay of the intended suspension of its services, as well as impending insolvency.
8. Third-party Claims; Information Obligations; Release
8.1 The service provider shall immediately inform Minutizer of any knowledge about the possible infringement of proprietary rights. Also, Minutizer will immediately inform the service provider of any copyright infringement. If claims are made or to be expected against the service provider, Minutizer can change or replace the Minutizer platform at its cost to an extent reasonable for the service provider. If this or the obtaining of a right of use is not possible with reasonable effort, the contracting party may terminate the agreement extraordinarily in writing without any notice.
8.2 The service provider agrees to indemnify Minutizer in the internal relationship from all possible claims of third parties based on illegal or uncontractual acts of the service provider or content errors in information provided by the service provider or concerning the Internet domain used by the service provider. This applies in particular to copyright, trademark, privacy, antitrust infringements and other violations of statutory provisions or rules and regulations of institutions.
9. Adherence to legal Provisions
9.1 The service provider undertakes to strictly adhere to statutory provisions in its offers. In particular, it will not offer illegal content. In particular, it will not offer any content, services, or similar : unauthorized organization of gambling, proliferation of the glorification of violence and distribution, acquisition and possession of child pornography publications. In addition, Minutizer excludes certain product categories from the outset. These categories are as follows:
- Night clubs
- Erotic bars
- Striptease pubs / bars
- Swinger clubs
- Brothels / bars in the red district or shady environments
- Restaurants / bars in the red light district or shady environments
- Partner negotiations of any kind
- Sales of erotic articles
- Sex shops
- Sale of weapons
9.2 The service provider is further obliged not to publish any wrong or misleading information about its offer, in particular when offering paid services on the Internet, to designate them accordingly and not to offer them as “free content”. Furthermore, the service provider is obliged not to spam.
9.3 In the case of violations of the above provisions, Minutizer is allowed to cancel the contractual relationship with the service provider at any time without any notice period and to interrupt the connection to the Minutizer platform without prior notice. In the event of a breach of the above provisions, the service provider shall be liable to Minutizer for the resulting damages and has to indemnify Minutizer in the internal relationship from any claims of third parties.
10. Duties of Confidentiality and Data Protection
10.1 The service providers and Minutizer undertake to maintain both secrecy and confidentiality with respect to customer information of the other party. The parties further undertake to keep all of the data and information known as a result of the contractual business confidential, to use only in the context of the existing contract, and not to make accessible to third parties. This does not cover situations in which the respective party is legally obliged to transfer the data.
10.2 Minutizer is allowed to release the name or business name of the service provider to third parties as a reference. This applies in particular to the announcement of the offer of the service provider with the logo of the service provider and the mention of its name or company name on websites, in brochures and other documents of Minutizer. However, this does not result in any publication obligation for Minutizer. If the referencing or disclosure should not occur, the service provider must inform Minutizer in writing or by e-mail. The obligation of secrecy in 10.1 remains unaffected.
10.3 The parties further undertake to ensure adequate data protection within the meaning of the applicable data protection regulations and to maintain, as well as to ensure the confidentiality, availability, and the correctness of the data. In particular, the parties are obliged to protect their computer systems against unauthorized and accidental destruction, accidental loss, counterfeiting, theft, unlawful use, unauthorized change and copying of data, unauthorized access to the data and other unauthorized edits, as well as against technical failure adequately in accordance with latest technology standards.
11. Duration of the Contract
This agreement has an indefinite term and can be terminated by both parties at any time. The right to extraordinary termination for important reason remains unaffected. Minutizer is entitled thereto, in particular in the event of unauthorized interventions of the service provider in the Minutizer platform and violation of the obligations referred to in paragraph 3.3. At contract termination, the service provider has to stop using the Minutizer platform and return the documentation provided. For the duration of the contract and the period afterwards, Minutizer and the partners undertake to treat all received data according to the applicable data protection provisions.
12. Contract Changes
Minutizer is allowed for the purposes of simplifying and accelerating its business in view of the multitude of contracts with service providers to change this contract, as well as the documentation by unilateral declaration to the service provider in writing or in text form. The change becomes effective when the service provider does not object to the change declaration within 4 weeks after its receipt. Minutizer undertakes to instruct the service provider in the event of change declaration about the special significance of the service provider’s behavior after receipt of the declaration.
13.1 The presentation of the services of Minutizer on the Internet does not represent a binding offer from Minutizer. This agreement is concluded upon its signature by both parties or, in the event of online conclusion, upon confirmation by the service provider in the provided place for acceptance of these terms and conditions and after corresponding confirmation from Minutizer.
13.2 Minutizer has the right to involve third parties in the the performance of its obligations arising from this agreement. Minutizer may require that certain processing steps are carried out directly through such third parties, completely or partially. The service provider is not allowed to involve third parties in the performance of the duties under this agreement without the express written consent of Minutizer. 13.3 Supplementary agreements, changes or additions must be made in writing or in text form, in cases specified herein, to be effective.
14. Severability Clause
14.1 Should one or several provisions of these general terms and conditions be or become invalid or prove to be unenforceable, this shall not affect the validity of the other provisions. In this case, the contracting parties shall replace the invalid or unenforceable provision by another provision that comes closest to the economically intended purpose. The same applies in the case of a regulatory gap.
14.2 This contract is subject to Romanian law. The place of performance for the services of Minutizer is the place of the registered office of Minutizer. Place of jurisdiction for all disputes arising between Minutizer and the service provider is also the registered office of Minutizer, or by choice of Minutizer the registered office of the service provider.