Please read this Agreement carefully and immediately cease using the Services if you do not agree to it.

1. Acceptance

  1. These Terms and Conditions, and any other terms and policies referred to in these Terms and Conditions, form the agreement between GREEN GEEK HUB LTD (referred to as “GGH”, “we” or “us”) and the user (referred to as “Customer” or “you”), collectively referred to as the Parties or each a Party, (Agreement). 
  2. GREEN GEEK HUB LTD owns, or holds the relevant rights to and will license the use of the Software as a service to the Customer.
  3. The Customer wishes to use MonkeyWand available at https://monkeywand.com and https://app.monkeywand.com (Site) from the GREEN GEEK HUB LTD.
  4. This Agreement sets out the terms upon which GGH has agreed to grant a license to the Customer to use the services. This Agreement is binding on any use of the Services and applies to the Customer from the time that the MonkeyWand provides the Customer with an account (Customer’s account) to access and use the Services (Effective Date).
  5. By accessing and/or using the Services you:
    1. warrant to us that you have reviewed this Agreement, including our Website Terms of Use (available on the Site) and our Privacy Policy (available on the Site), with your parent or legal guardian (if you are under 18 years of age), and you understand it; 
    2. warrant to us that you have the legal capacity to enter into a legally binding agreement with us or (if you are under 18 years of age) you have your parent’s or legal guardian’s permission to access and use the Site and they have agreed to the Terms on your behalf;
    3. agree to use the Services in accordance with this Agreement.
  6. You must not create a Customer account unless you are at least 18 years of age. If you are a parent or legal guardian permitting a person who is at least 13 years of age but under 18 years of age (a Minor) create a Customer account and/or use the Site, you agree to: (i) supervise the Minor’s use of the Site and their account; (ii) assume all risks associated with, and liabilities resulting from, the Minor’s use of the Site and their Customer account; (iii) ensure that the content on the Site is suitable for the Minor; (iv) ensure all information submitted to us by the Minor is accurate; and (v) provide the consents, representations and warranties contained in the Terms on the Minor’s behalf.
  7. By using our Services and subscribing on our Site, you acknowledge that you have read, understood, and accepted this Agreement and you have the authority to act on behalf of any person or entity for whom you are using the Services, and you are deemed to have agreed to this Agreement on behalf of any entity for whom you use the Services.

2. Services

  1. On or from the Effective Date and during the Term, GGH agrees to provide the services in accordance with the terms of this Agreement.
  2. The Customer agrees the GGH owns or holds the applicable licences to all Intellectual Property Rights including but not limited to copyright in the Software MonkeyWand and any documentation provided with the Services by GGH to the Customer including any Customer configuration documentation.
  3. GGH reserves the right to change or remove features of the MonkeyWand Services from time to time. Where there is any material alteration to the MonkeyWand Services in accordance with this clause, GGH will provide the Customer with 30 Business Days’ notice and the Customer agrees that any material alteration is at the MonkeyWand’s discretion. n. 
  4. The Parties agree that GGH:
    1. will supply the Services on a non-exclusive basis;
    2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers;
    3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
  5. GGH reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.

3. Service Licence

  1. In consideration for payment of the Fees, GGH grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the services in accordance with GGH’s intended purpose for the services (MonkeyWand).
  2. The Customer agrees that the SaaS Licence:
    1. commences from the Effective Date or the day the Customer is granted access to the services by GGH, whichever occurs firstWand, whichever occurs first;
    2. The license to be the right to use the services for the duration of the time period of the service signed up to or the achievement of maximum use of the tokens available, whichever occurs first;
    3. permits the Customer to use the services in accordance with the services’ normal operating procedures;

4. Licence Restrictions

  1. The Customer must not access or use the services except as permitted by the Licence and may not do or authorise the commission of any act that would or might invalidate or be inconsistent with GGH’s Intellectual Property Rights in the Services or Software. Without limiting the foregoing provisions, the Customer agrees and acknowledges that it must not and will not permit any person to:
    1. resell, assign, transfer, distribute or provide others with access to the Services;Services;
    2. “frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network; Services on any web server or other computer server over the Internet or any other network;
    3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Services or Software (except as expressly permitted by the Copyright Act 1968 (Cth)); or
    4. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the SaaS Services or Software.
  2. The Customer must not use the Services in any way which is in breach of any statute, regulation, law or legal right of any person within Ireland or the jurisdiction in which the Customer or its Personnel are located. 

5. Support and Service Levels

  1. During the Term, GGH will provide the Support Services in accordance with the Service Levels during the Support Hours provided that:
    1. the Customer provides GGH with notice for applicable Services in accordance with any applicable system and processes as set out on the Site, as applicable; and
    2. where required, the Customer assists with investigating and ascertaining the cause of the fault and provides to GGH all necessary information relevant to the fault (including but not limited to what the Customer or their Personnel has done in relation to the fault).

6. Green Geek Hub LTD
Additional Responsibilities and Obligations

  1. GGH must maintain commercially reasonable security measures to protect all Confidential Information in its possession or control, or in the possession or control of its Personnel, from unauthorised access, use, copying or disclosure.

7. Customer Responsibilities and Obligations  

  1. The Customer must, at the Customer’s own expense:
    1. ensure that only Customer Personnel and Authorised Users will access and use the MonkeyWand and such use and access will be in accordance with the terms and conditions.
  2. The Customer is responsible for its use of the Services and must ensure that no person uses the Services:
    1. to break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;
    2. to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
    3. in any way that damages, interferes with or interrupts the supply of the Services.
  3. The Customer acknowledges and agrees that:
    1. it is responsible for all users using the Services including its Personnel and any Authorised Users;
    2. its use of the Services will be at its own risk;
    3. it is responsible for maintaining the security of its account and password. GGH cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this security obligation;
    4. GGH may alter or update the Customer’s account logins and passwords and the logins and passwords of any Authorised Users at any time throughout the Term;
    5. the Customer is responsible for all content posted and activity that occurs under their account. This includes content posted by others who have logins or accounts associated with the Customer’s account;
    6. the Customer is entirely responsible for the content of, and any harm resulting from, that content. That is the case regardless of what form the content takes, which includes, but is not limited to text, photo, video, audio, or code;
    7. the Provider may pursue any available equitable or other remedy against the Customer as a result of a breach by the Customer of any provision of this Agreement.

8. Prohibited Use

  1. The Customer acknowledges and agrees that this Agreement incorporates by reference the terms of any acceptable use policy as set out on the MonkeyWand’s website or as provided to the Customer from time to time. 
  2. The Customer acknowledges and agrees that it must not, and will ensure each Authorised User does not:
    1. use the Services to violate any legal rights of any person, the Customer or other entity in any jurisdiction;
    2. use the Services in relation to crimes such as theft and fraud;
    3. use the Services in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property and laws relating to spam or privacy;
    4. make any unauthorised copy of any copyrighted material owned or licenced by the GGH;
    5. introduce malicious programs into the MonkeyWand System;
    6. reveal the Customer’s account password to others or allow use of the Customer’s account the to those who are not the Customer’s Personnel or Authorised Users;
    7. use the Services to make fraudulent offers of goods or services.

9. Payment

  1. The Customer must pay for the Services MonkeyWand:
    1. subscription fees monthly or annually.

without set off or delay using the Payment Method in accordance with the Payment Terms. All Fees are in EUR€, and are payable in advance.

  1. If any payment has not been made in accordance with the Payment Terms, GGH may (at its absolute discretion):
    1. immediately cease providing the Services;

10. Representations and Warranties

  1. General
    Each Party represents and warrants to each other Party:
    1. it has full legal capacity and power to enter into this Agreement, to perform its obligations under this Agreement to carry out the transactions contemplated by this Agreement, to own its property and assets and to carry on its business;
    2. no Insolvency Event has occurred in respect of it;
    3. this Agreement constitutes legal, valid and binding obligations, enforceable in accordance with its terms;
    4. the execution and performance by it of this Agreement and each transaction contemplated by it does not conflict with any law, order, judgment, rule or regulation applicable to it or any document binding on it.
  2. MonkeyWand
    1. GGH warrants that to the best of its knowledge the Services do not infringe the Intellectual Property Rights of any third party and there are no actual or threatened proceedings for any intellectual property infringements in relation to the Services.
    2. GGH doesn’t warrant that the Services will be error-free or will operate without interruption or that, except as set out in this Agreement, the Services will be performed in the manner intended by the Customer or the Services will meet the requirements of the Customer.
  3. Repetition
    Each Party makes the representations and warranties in clause 10.1 on each day on which it is a Party.

11. Indemnity and liability

  1. The Provider is liable for the acts and omissions of all its Personnel as if they were done by the Provider.
  2. Despite anything to the contrary (but subject to clause 11.3), to the maximum extent permitted by the law:
    1. the Provider’s maximum aggregate Liability arising from or in connection with this Agreement (including the Services or the subject matter of this Agreement) will be limited to, and must not exceed, in any Contract Year, the total amount of Fees paid to Provider in the prior Contract Year;
    2. the Provider will not be liable to the Customer for: (i) any loss of profit (including anticipated profit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data ); (ii) lack of access to or use of or inability to access or use the Service; (iii) any conduct or content of any third party on the Services; (iv) any content obtained from the Services; nor (v) unauthorised access, use or alteration of your transmissions or content,
    3. whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
  3. Clause 11.2 will not apply to the Provider’s Liability to the Customer under this Agreement for any liability which cannot be excluded or limited by applicable law, including:
    1. fraud or criminal conduct;
    2. death or personal injury.
  4. Despite anything to the contrary, to the maximum extent permitted by the law, the Provider will have no Liability, and the Customer releases and discharges the Provider from all Liability, arising from or in connection with any:
    1. failure or delay in providing the Services;
    2. breach of this Agreement;
    3. misuse of the Services,
  5. where caused or contributed to by any:
    1. Force Majeure Event;
    2. a fault or defect in any item of the Customer Environment;
    3. act or omission of the Customer or its Personnel.
  6. The Provider uses third-party Service Providers to host the Services. The Provider will not be liable for any interruption to the Services, unavailability or outage, or any interruption, unavailability or outage of the Customer’s Systems, caused by any such third-party service provider.
  7. The Customer agrees that, to the maximum extent permitted by the law, this Agreement excludes all terms, conditions and warranties implied by statute, in fact or on any other basis, except to the extent such terms, conditions and warranties are fully expressed in this Agreement.
  8. The Customer agrees to indemnify, and hold harmless, the Service Provider against all Liabilities and Claims arising out of or in connection with:
    1. any and all unauthorised use of the Services;
    2. Authorised Users access or use of the Services;
    3. injury to or death of any person caused by any act or omission by or on behalf of the Customer or its Personnel;
    4. damage to any real or tangible property caused by any act or omission by or on behalf of the Customer or its personnel.
  9. This Clause 11 will survive the termination or expiry of this Agreement.

12. Term

  1. Commencement
    1. The Term of this Agreement takes effect on and from the Effective Date and continues for the Initial Term, if specified, and any Renewal Term, or otherwise indefinitely, unless this Agreement is terminated earlier in accordance with the terms of this Agreement.

13. Dispute Resolution

  1. Disputes
    1. A Party must not commence court proceedings relating to any dispute arising from, or in connection with, this Agreement(Dispute) without first complying with this clause 13 unless:
      1. that Party is seeking urgent interlocutory relief; or
      2. the Dispute relates to compliance with this clause.
    2. Notwithstanding the existence of a Dispute, the Parties must continue to perform their obligations under this Agreement.
  2. Negotiation
    1. In the event of a Dispute, the Party claiming there is a Dispute must give written notice to the other Party or Parties to the Dispute setting out the details of the Dispute and proposing a resolution (Dispute Notice).
    2. Within 10 Business Days after receipt of the Dispute Notice, each relevant Party must (if applicable by its senior executives or senior managers who have authority to reach a resolution on its behalf) meet at least once to attempt to resolve the Dispute in good faith.  All aspects of every such conference, except for the occurrence of the conference, will be privileged.
  3. Mediation
    1. If the relevant Parties are unable to resolve the Dispute with 15 Business Days after receipt of the Dispute Notice, any Party involved in the Dispute may (by written notice to the other Parties) submit the Dispute to mediation, with such mediation to be conducted:
      1. in good faith;
      2. in Victoria;
      3. in accordance with the Mediation Guidelines.
    2. The costs of mediation are to be split between the relevant Parties, provided that each Party will bear its own costs in relation to the mediation.
    3. If the Dispute has not been settled within 20 Business Days after the appointment of a mediator, or such other period as agreed in writing between the Parties, the Dispute may be referred by any Party involved in the Dispute (by written notice to the other Parties) to litigation.
  4. This clause 13 will survive the termination or expiry of this Agreement.

14. General

  1. Notices
    1. A notice or other communication given under this Agreementmust be:
      1. in writing, in English and signed by the sender;
      2. addressed and delivered to the intended recipient by hand, prepaid post or email in accordance with the notice details last notified by the recipient to the Parties.
    2. The Customer’s notice details are set out in the Customer’s account. The Provider’s notice details are set out on the Site.

For any questions, please contact us at:

GREEN GEEK HUB LIMITED 

Ground Floor,
71 Lower Baggot Street,
Dublin 2,
Co. Dublin,
D02 P593,
Ireland

Email: support@monkeywand.com

Denounce with righteous indignation and dislike men who are beguiled and demoralized by the charms pleasure moment so blinded desire that they cannot foresee the pain and trouble.

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