Terms of Use

These Miletus Terms of Use (this "Agreement") are entered into by Falciani HK Limited (an Hong Kong company, "Miletus" or the "Service Provider") and you as an individual or, if you execute this Agreement on behalf of a legal entity, that entity (the "Customer"). This Agreement governs the Customer's use of the Miletus service that enables you to setup a hosted online marketplace (the "Service").

By Using The Service in any way, you Acknowledge that you have Reviewed and Accept this Agreement and, if you have Indicated that you act on Behalf of an entity, are Authorised to act on Behalf of Such Entity.

If You do not understand or wish to be bound by this Agreement, please do not use, access or register with the Service. Nothing in This Agreement Removes or Supersedes your Rights as a Consumer Based on Applicable Mandatory Provisions of Law.

1 Service

1.1. Website

You can use the Service to setup Your own website (the "Website") subject to the terms and conditions of this Agreement and possible policies posted on the website of the Service at miletus.cloud. The Service will be hosted by Miletus in its own dedicated internet address (agreed separately with You). You are solely responsible and liable for the Marketplace and any business and activities carried out on the Marketplace. Between You and Miletus, You are responsible for the transactions carried out on the Website. Without limiting the foregoing, You are responsible for operating the Website in accordance with all applicable laws, rules and regulations, and for posting such Terms of Use, Terms of Sale and other terms and policies (together the "Website Terms") on the Website as may be required by applicable laws, rules and regulations. You are responsible for ensuring that, unless and to the extent dictated by mandatory provisions of applicable law, the Website Terms are not in violation of the provisions of this Agreement. Miletus and You are independent contractors and You have no authority to give or make any guarantees or representations on behalf of Miletus to any party.

1.2. Changes to the Service

The Service is based on the Miletus platform and will be evolving as the platform gets updated. Miletus is entitled to change the Service or its part at any time. Miletus shall make its best efforts to inform you in advance of material changes adversarially affecting your use of the Service. If you do not wish to use the changed Service, you may terminate your use of the Service and this Agreement effective as of the date on which the changes would take effect by informing Miletus of such termination prior the date.

2 Website Content and Information

2.1. Content

Miletus may collect statistics about the behavior of visitors to its websites. For instance, Miletus may monitor the most popular websites on the miletus.cloud site or screen the marketplaces to help identify spam. Miletus may display this information publicly or provide it to others. However, Miletus does not disclose personal data other than as described below.

2.2. Privacy

As the operator of the Website You are responsible for ensuring that the personal data relating to the users of the Website is collected and processed in accordance with applicable laws. If European Union privacy regulation is applicable to the collection and processing of such data, you are deemed to be the data controller with respect to such data. Where required under applicable laws, You have to post Privacy Policy or similar document to the Marketplace to disclose the details of Your collection and processing of personal data.

As a Service platform provider, Miletus processes and stores end user personal data on your behalf. Miletus will abide by the applicable European Union regulation when performing such tasks. For more information on how Miletus processes end user personal data, please see the Miletus Privacy Policy.

3 Fees and Payment Terms

Miletus may charge You the mutually agreed fees for the use of the Service. If any fees are chargeable for the Service, they shall be charged from You monthly or at other mutually agreed intervals.

Unless and to the extent expressly indicated otherwise, listed fees and any amounts payable are net amounts exclusive of possibly applicable VAT, sales tax, or any other applicable taxes and charges imposed by any government entity in connection with Your use of the Service. You are liable for any any such taxes and charges.

If a payment is late from its due date, the Service Provider has a right to suspend the provision of the Service temporarily until the payment is made.

Miletus reserves the right to change pricing when needed. Miletus shall notify You of a change in the fees charged for the Service at least 60 days in advance and You should wish not to accept the change in fees, You can terminate this Agreement to end in accordance with Section 8.1 below.

4 Service Level Guarantee

Miletus will make all reasonable efforts to keep the Service available 24/7 with an uptime percentage as high as possible. If the service is available less than 95% of time during any calendar month, You are entitled to service credit ("Service Credit") in the following amounts by requesting it from Miletus within 30 days from the end of the respective calendar month:

Service Availability during the Calendar Month Service Credit as % of the Monthly Fee
> 95% 10%
> 93% 25%
> 90% 50%

Miletus will deduct the Service Credit from Your next invoice regarding monthly or annual fees charged the Service. Service Credits are not paid out as refunds or other such amounts.

The compensation affects only the monthly fee, not any transaction commissions or other forms of payments paid to the Service Provider.

When calculating the monthly availability an outage does not count if it is caused by any of the following:

  • Factors outside of Miletus' reasonable control, including any force majeure events;
  • any reason attributable to any third party used in provision or in connection to providing the service, e.g. payment gateways, hosting providers, name server provider etc.
  • any actions or inactions by You, any party acting on Your behalf, or any other third party or
  • planned maintenance. This Section 4 does not apply to any Service offerings made available to You free of charge.

5 Intellectual Property Rights

5.1. The Service

Miletus or third parties own the title and intellectual property rights to the Service.

5.2. Website

Between the Parties, subject to Miletus' title and intellectual property rights in and to the Service, You own the title and rights to the Website. You grant Miletus a sublicensable and transferable right and license to use, reproduce, modify, make available and distribute the Website and Contents for the purposes of making available the Service.

6 Indemnification

You agree to indemnify, defend and hold Miletus, its affiliates, subsidiaries, directors, officers and employees (collectively "Indemnified Person(s)") harmless from and against any and all third party claims and any related liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your breach of the terms and conditions of this Agreement or in relation to the Website or any business, activity or transactions carried out or performed on the Website.

7 No Warranty, Limitation of Liability

Subject to Section 4 above, You agree that service is provided "as is" and your sole recourse in the event you are dissatisfied with the service is to terminate this agreement in accordance with section 8 below. Miletus makes no Warranty, Express or Implied and Expressly Disclaims the Warranties or Conditions of Availability, Correctness, Non-Infringement, Merchantability, and Fitness for any Particular Purpose.

In no event shall Miletus be Liable for any Consequential, Special, Indirect, Exemplary, or Punitive damages Whether in Contract, Tort or any other Legal Theory, even if miletus has been advised of the possibility of such damages and miletus' aggregate liability under this agreement for any claim is limited to the aggregate amount paid by you as monthly fees for the service during preceding three month period. Without limiting the foregoing, Miletus shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of Miletus, including but not limited to: strikes or other labor conditions fire, thunderstorms, incidents of severe weather and natural disasters outages of power, network or network connections failures, breaches, delays or nonperformance of cloud service providers or other suppliers used in connection with the Service.

8 Termination

The Agreement is valid until terminated by either party in accordance with the following:

(a) If You are using free version of the Service, You can terminate the Agreement at any time by informing Miletus of the termination or by ceasing to use the Service

(b) if You have purchased subscription to the Service with monthly or annual fee, You can terminate the Agreement to end at the end of the then current subscription period by informing Miletus at least 3 days in advance and if no such termination is made, then the subscription shall be deemed to be renewed for a period of corresponding length

(c) Miletus can terminate the Agreement to end by providing You at least 30 days' prior notice.

Upon termination, (i) the provision of Service to You shall cease immediately, (ii) Miletus may delete all Contents from the Service, observing, however that Miletus has a right, but no obligation, to retain the Materials or its part in order to enable You to reactivate the Service. Your payment obligations and Sections 2, 4, 5, 6 and 8 shall survive any termination or expiry of this Agreement.

If Miletus terminates this Agreement to end in the middle of a subscription period for which You have paid advance fees, or if You terminate this Agreement due to change(s) made unilaterally by Miletus in accordance with Sections 1 or 8.2, Miletus shall refund You any fees actually paid for the Service in respect of such calendar months during which You cannot use the Service due to the termination. Payment of refund shall be made upon Your request only and provided that You furnish Miletus with Your account number and other such information as is required to make the refund.

9 Other Provisions

9.1 Reference

Miletus may use general information (such as the name and/or logo) related to You and the Website in its marketing of the Service pursuant to good business practises and reasonable guidelines submitted by You from time to time. You may present Yourself on the Website and in public as user of the Service pursuant to good business practises and reasonable guidelines submitted by Miletus from time to time.

9.2 Amendments to this Agreement

Miletus may change the terms and conditions of this Agreement or the price list at any time by posting the changed information and documents at sharetribe.com and by striving to inform You of the change via email, at miletus.cloud or otherwise. However, if You are paying fees for the use of the Service, Miletus shall inform You of material adversarial changes to the terms and conditions of this Agreement at least 30 days in advance and should You not wish to continue the use of the Service under the amended Agreement, You can terminate this Agreement to end on the date on which the changes would take effect by informing Miletus of the termination before such date. By continuing to use the Service following such changes You agree to be bound by the amended Agreement. Any other modifications to this Agreement must be made in writing executed by both parties.

9.3 Entire Agreement

This Agreement (together with a possible separate written agreement referring to and incorporating these terms and conditions) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter of the Agreement.

9.4 Independent Contractors

Nothing in this agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between Miletus and You. Miletus is not acting as Your representative or agent with respect to the Service. The relationship between Miletus and You is one of independent contractors.

9.5 No Waiver

The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

9.6 Severability

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect.

9.7 Assignment

You may not assign this Agreement or any of Your rights and obligations hereunder to any third Party. Miletus may assign this Agreement and any of its rights and obligations under this Agreement to its affiliate or a third party at any time without notice.

9.8 Governing Law, Resolution of Disputes

This Agreement shall be governed by the laws of Hong kong, excluding its choice of laws provisions. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules of the Hong Kong Chamber of Commerce. The seat of arbitration shall be Hong kong. The language of the arbitration shall be english or other language agreed by the Parties.