Terms of Use
This document (hereinafter referred to as the "Contract") shall define the procedure for granting a BRANDWIZARD sp. z o.o., with its registered office in Warsaw, at Humańska 8/3 street, 00-789 Warsaw, entered into the Register of Entrepreneurs of the Polish National Court Register (KRS) kept by the District Court for the City of Warsaw in Warsaw, 13th Commercial Department of the Polish National Court Register under KRS number 0000993533, NIP (Tax Identification Number) 5213985181, REGON (National Business Registry Number) 523193020 and share capital of 93 000 PLN (fully paid up) (hereinafter referred to as the ”BRANDWIZARD” and/or the “Lincesor”) non-exclusive license and also mutual rights, obligations relationship between BRANDWIZARD and an entity (hereinafter referred to as the "Licensee") which accepted terms of this Contract and conclude this Contract, hereinafter collectively referred to as the "Parties", and individually as a "Party".
Provisions of the Contract are the terms and conditions of the electronic provision of services within the meaning of Article 8 of the Act on the Electronic Provision of Services of 18 July 2002.
Provisions of the Contract are the terms and conditions of the electronic provision of services within the meaning of Article 8 of the Act on the Electronic Provision of Services of 18 July 2002.
1. TERMS AND DEFINITIONS
For the purpose of this Contract, the following terms as defined hereinafter shall apply:
1.1. The Licensor websites – information assets posted on Internet in the brandwizard.io, domains, subdomains of the next levels and other domains owned by the Licensor which, inter alia, shall contain the information related to the terms and conditions of granting the right to use the BRANDWIZARD software, rates, Rate Schedules for granting the right to use the BRANDWIZARD software, shall serve as official means of notification to the Licensee regarding the amendments in and addenda to this Contract, rates, Rate Schedules and shall contain the Licensor's Privacy Policy .
1.2. Partner sites – information assets owned by third parties on which the information about the Licensee, representatives thereof and/or third parties are available. The list of partner sites is located at https://brandwizard.io/partners.
1.3. BRANDWIZARD software, Object – the Licensor's software allowing for upon initiative, instruction and will of the Licensee and through the Licensor's website functionality verifying the relevance of information about the Licensee in Internet posted on the Partner sites, transmitting the updated information to the Partner sites, collecting the information for the Licensee related to the reports on the work thereof and questions of users posted on the Partner sites and mailing the replies of the Licensee to these reports and questions to the Partner sites. When concluding this Contract, the Licensee shall understand and agree that a final decision regarding the publication of the information and replies to the reports are to be made by the Partner sites, and in this case the Licensor may not guarantee that the data on the Licensee will be accepted by the Partner site owners and that the Partner sites will accept and publish replies to the reports, and it shall not be liable for the content of the reports. Approval and publication of the content reposted on the Partner sites shall depend on recommendations of these sites on the data quality and verification stages which may be required.
1.4. Account – a Licensee account being identified by the data specified thereby when registering and being entered by the Licensee or emerging in the process of using the Object.
1.5. Email – for the Licensor: any address _____@brandwizard (.io, .pro etc.); for the Licensee: address specified during the Account registration.
1.6. Rate Schedule – the size of the License Fee corresponding to a certain amount of functionality of the BRANDWIZARD Software, to which the rate established by the Licensor corresponds. The Rate shall be set by the Licensor in Price Lists and be paid by the Licensee for posting the information about each location (registration point) of the Licensee by which is meant permanence of the following information "name + address". Accessible Rate Schedules are posted on the Licensor's websites.
1.7. Privacy Policy – a document, which defines the Licensor policy for using, processing and protecting personal data collected from the visitors of the Licensor websites and collected in connection with provisioning of services / the rights to use the BRANDWIZARD software. Privacy Policy can be found on the following link https://brandwizard.io/privacy. In concluding this Contract, the Licensee shall hereby acknowledge that he is aware of Privacy Policy and that he gives consent for terms and conditions of Privacy Policy.
1.8. The module is an independent structural element of the BRANDWIZARD Software (Object) designed to perform certain functions. The cost of granting non-exclusive licenses for the Modules is set by the Licensor in the price lists, unless otherwise agreed by the Parties in this Agreement and/or its Annexes (additional agreements), and is paid by the Licensee additionally when purchasing a non-exclusive license for the BRANDWIZARD Software.
1.1. The Licensor websites – information assets posted on Internet in the brandwizard.io, domains, subdomains of the next levels and other domains owned by the Licensor which, inter alia, shall contain the information related to the terms and conditions of granting the right to use the BRANDWIZARD software, rates, Rate Schedules for granting the right to use the BRANDWIZARD software, shall serve as official means of notification to the Licensee regarding the amendments in and addenda to this Contract, rates, Rate Schedules and shall contain the Licensor's Privacy Policy .
1.2. Partner sites – information assets owned by third parties on which the information about the Licensee, representatives thereof and/or third parties are available. The list of partner sites is located at https://brandwizard.io/partners.
1.3. BRANDWIZARD software, Object – the Licensor's software allowing for upon initiative, instruction and will of the Licensee and through the Licensor's website functionality verifying the relevance of information about the Licensee in Internet posted on the Partner sites, transmitting the updated information to the Partner sites, collecting the information for the Licensee related to the reports on the work thereof and questions of users posted on the Partner sites and mailing the replies of the Licensee to these reports and questions to the Partner sites. When concluding this Contract, the Licensee shall understand and agree that a final decision regarding the publication of the information and replies to the reports are to be made by the Partner sites, and in this case the Licensor may not guarantee that the data on the Licensee will be accepted by the Partner site owners and that the Partner sites will accept and publish replies to the reports, and it shall not be liable for the content of the reports. Approval and publication of the content reposted on the Partner sites shall depend on recommendations of these sites on the data quality and verification stages which may be required.
1.4. Account – a Licensee account being identified by the data specified thereby when registering and being entered by the Licensee or emerging in the process of using the Object.
1.5. Email – for the Licensor: any address _____@brandwizard (.io, .pro etc.); for the Licensee: address specified during the Account registration.
1.6. Rate Schedule – the size of the License Fee corresponding to a certain amount of functionality of the BRANDWIZARD Software, to which the rate established by the Licensor corresponds. The Rate shall be set by the Licensor in Price Lists and be paid by the Licensee for posting the information about each location (registration point) of the Licensee by which is meant permanence of the following information "name + address". Accessible Rate Schedules are posted on the Licensor's websites.
1.7. Privacy Policy – a document, which defines the Licensor policy for using, processing and protecting personal data collected from the visitors of the Licensor websites and collected in connection with provisioning of services / the rights to use the BRANDWIZARD software. Privacy Policy can be found on the following link https://brandwizard.io/privacy. In concluding this Contract, the Licensee shall hereby acknowledge that he is aware of Privacy Policy and that he gives consent for terms and conditions of Privacy Policy.
1.8. The module is an independent structural element of the BRANDWIZARD Software (Object) designed to perform certain functions. The cost of granting non-exclusive licenses for the Modules is set by the Licensor in the price lists, unless otherwise agreed by the Parties in this Agreement and/or its Annexes (additional agreements), and is paid by the Licensee additionally when purchasing a non-exclusive license for the BRANDWIZARD Software.
2. PROCEDURE FOR CONCLUSION OF THE CONTRACT
2.1. Under this Contract the Licensor hereby grants a non-exclusive license to use the Object or a separate module by the Licensee on conditions and terms specified in the Contract.
2.2. This Contract shall be concluded via accession of the Licensee to the Contract by accepting the terms and conditions of this Contract as a whole without any conditions, exemptions and reservations.
2.3. Payment of the ordered a non-exclusive license by the Licensee in accordance with the procedure and under the terms specified in this Contract shall be deemed as acceptance of the terms and conditions of this Contract by the Licensee.
2.4. The date of acceptance, specifically the date of payment of the non-exclusive license ordered by the Licensee, shall be the date of conclusion of this Contract.
2.6. Granting a non-exclusive license does not mean that the Licensee acquires any copyrights.
2.2. This Contract shall be concluded via accession of the Licensee to the Contract by accepting the terms and conditions of this Contract as a whole without any conditions, exemptions and reservations.
2.3. Payment of the ordered a non-exclusive license by the Licensee in accordance with the procedure and under the terms specified in this Contract shall be deemed as acceptance of the terms and conditions of this Contract by the Licensee.
2.4. The date of acceptance, specifically the date of payment of the non-exclusive license ordered by the Licensee, shall be the date of conclusion of this Contract.
2.6. Granting a non-exclusive license does not mean that the Licensee acquires any copyrights.
3. SUBJECT MATTER OF THE CONTRACT
3.1. Subject to this Contract, the Licensor shall grant a non-exclusive license to the Licensee to use the BRANDWIZARD software and/or a separate module on a worldwide basis within the period of time and scope provided for in the Rate Schedule and/or the price lists selected by the Licensee by performing implicative actions, and the Licensee shall undertake to pay a license remuneration to the Licensor in accordance with the procedure and under the terms specified by this Contract.
3.2. The Licensee shall undertake to use the Object and/or a separate module applying exclusively techniques within the range of functionalities thereof provided for by the Rate Schedule and/or a separate module by starting and operating the Object and/or a separate module in accordance with a direct designation thereof with due regard to limitations specified by this Contract and also indicated by the Licensor on the Licensor's websites.
The Licensee shall not be allowed to:
- modify the Object and/or a separate module, i.e., to make any changes therein, exclusive of the change in the Object and/or a separate module settings to be performed by using the information on the Licensor's websites, the Object and/or a separate module interface capabilities and also adaptation exclusively for the purpose of the Object and/or a separate module functioning on specific Licensee's hardware or under the control of the Licensee's specific programs;
- process, decompile and disassemble the Object and/or a separate module;
- assign rights to the Object and/or a separate module to third parties;
- delete any signs and/or information, including intellectual property right signs, means of individualization and technical means of copyright protection;
- change or develop derivative products based on the Object and/or a separate module or any element thereof (including an audiovisual sequence and a source code), exclusive of the development of independently compilable software units (plug-ins) the development of which is provided for by the Object and/or a separate module functionality;
- reverse the technology, break up or otherwise try to retrieve the Object and/or a separate module source code, make any changes in the source code and change the Object and/or a separate module functionality;
- use the Object and/or a separate module for other than the purpose specified.
The Licensor may update the Object and/or a separate module and specify parameters of settings of the Object and/or a separate module provided thereto on a unilateral basis.
3.3.1. Within 14 calendar days from the date of the non-exclusive license cost payment to the Licensor's settlement account or to the payment system aggregator account, the Licensee shall provide the Licensor with all the information necessary for activation of the non-exclusive license for the Object and/or a separate module. If the Licensee does not provide/provides incomplete information to the Licensee within 14 calendar days, the Licensor activates the non-exclusive license to the Object and/or a separate module for 15 calendar days after the Licensee pays the non-exclusive license cost payment.
3.3.2 The right to use the Object and/or a separate module is granted to the Licensee within 2 (two) business days from the date of provision by the Licensor of all the necessary information from the Licensee to activate the license, or in case of non-provision / provision of incomplete information by the Licensee on the 15th calendar day from the date of the non-exclusive license cost payment to the Licensor's settlement account or to the payment system aggregator account by the Licensee by sending to the Licensee's e-mail a corresponding notice with the information about the activation of the rights to use the Object and/or a separate module.
3.3.3. The Parties came to agreement that the date of performance of obligations by the Licensor granting the right to the Object and/or a separate module use shall be the date of mailing a respective notification containing the information about activation of rights to the Object and/or a separate module use to the Licensee's email address. In case of malfunctions, the right to the Object and/or a separate module use shall be granted immediately after the problem shall have been eliminated. From the time of mailing of the respective notification to the Licensee by the Licensor, the non-exclusive license for the Object and/or a separate module use shall be deemed transferred by the Licensor and obtained by the Licensee.
3.4. The Licensee shall hereby confirm that all exclusive rights to the Object and/or a separate module shall be owned by the Licensor and shall recognize the obligation not to infringe such rights and also intellectual rights of third parties when using the Object and/or a separate module. The Licensor shall reserve the right to dispose of the Object and/or a separate module, right to independently use the Object and/or a separate module along with the Licensee, and also the right to grant the Object and/or a separate module licenses the third parties.
3.5. Technical support for using the Object and/or a separate module over the entire period of validity of the non-exclusive license shall be provided to the Licensee. The support shall be provided by e-mail support@brandwizard.io, and also via requests on the Support Portal. The technical support shall not include the operation failure diagnosis of servers used by the Licensee to operate the Object and/or a separate module and also solution of other problems which the Licensee may have.
3.6. The Licensor may use routine breaks in providing access to the Object and/or a separate module which shall be considered as provision of access to the Object and/or a separate module under a routine operation and shall not be the basis for recalculation of amounts paid by the Licensee subject to the specific Rate Schedule. Routine breaks may also take place to update the Object and/or a separate module functionality.
3.7. Instructions (descriptions, requirements, etc.) published on the Licensor's websites and establishing the procedure for performing actions provided for by this Contract shall be subject to compulsory implementation by the Licensee.
3.8. The Object and/or a separate module license shall also cover updates, amendments and additional components which may be provided or access to which may be provided by the Licensee, if the right to use such updates, amendments or additional components is not transferred based on separate agreements (for example, regarding the Objects and/or a separate module provided at an additional cost).
3.9. The Parties shall irrevocably agree that for the purpose of fulfillment of the terms and conditions of this Contract and granting the Object and/or a separate module non-exclusive license to the Licensee, the Licensor may collect the data on the Licensee and employees thereof specified thereby during registration on the Licensor's websites and in the process of using the Object and/or a separate module; Account identification data being saved at the device of the Licensee and employees thereof: login, email address, device identification data; cookie files; data on the location of the Licensee and employees thereof in case the Licensee and employees thereof communicated the coordinates thereof or selected the location thereof in the Object interface; text, photographic and multimedia files downloaded by the Licensee and employees thereof.
3.10. The Licensee shall grant the right to the Licensor to use names of the Licensee, trademarks and/or service marks, emblems and other Licensee symbols, a link to the Licensee's website for using for promotional (including in the Licensor service advertising) and marketing purposes (including in conducting the Licensor marketing campaigns), in public presentations and press releases.
3.11. Further transfer of a non-exclusive sublicense to use the Object and/or a separate module by the Licensee to any persons, as well as conclusion of other agreements allowing direct or indirect use the Object and/or a separate module by such persons, is prohibited.
3.2. The Licensee shall undertake to use the Object and/or a separate module applying exclusively techniques within the range of functionalities thereof provided for by the Rate Schedule and/or a separate module by starting and operating the Object and/or a separate module in accordance with a direct designation thereof with due regard to limitations specified by this Contract and also indicated by the Licensor on the Licensor's websites.
The Licensee shall not be allowed to:
- modify the Object and/or a separate module, i.e., to make any changes therein, exclusive of the change in the Object and/or a separate module settings to be performed by using the information on the Licensor's websites, the Object and/or a separate module interface capabilities and also adaptation exclusively for the purpose of the Object and/or a separate module functioning on specific Licensee's hardware or under the control of the Licensee's specific programs;
- process, decompile and disassemble the Object and/or a separate module;
- assign rights to the Object and/or a separate module to third parties;
- delete any signs and/or information, including intellectual property right signs, means of individualization and technical means of copyright protection;
- change or develop derivative products based on the Object and/or a separate module or any element thereof (including an audiovisual sequence and a source code), exclusive of the development of independently compilable software units (plug-ins) the development of which is provided for by the Object and/or a separate module functionality;
- reverse the technology, break up or otherwise try to retrieve the Object and/or a separate module source code, make any changes in the source code and change the Object and/or a separate module functionality;
- use the Object and/or a separate module for other than the purpose specified.
The Licensor may update the Object and/or a separate module and specify parameters of settings of the Object and/or a separate module provided thereto on a unilateral basis.
3.3.1. Within 14 calendar days from the date of the non-exclusive license cost payment to the Licensor's settlement account or to the payment system aggregator account, the Licensee shall provide the Licensor with all the information necessary for activation of the non-exclusive license for the Object and/or a separate module. If the Licensee does not provide/provides incomplete information to the Licensee within 14 calendar days, the Licensor activates the non-exclusive license to the Object and/or a separate module for 15 calendar days after the Licensee pays the non-exclusive license cost payment.
3.3.2 The right to use the Object and/or a separate module is granted to the Licensee within 2 (two) business days from the date of provision by the Licensor of all the necessary information from the Licensee to activate the license, or in case of non-provision / provision of incomplete information by the Licensee on the 15th calendar day from the date of the non-exclusive license cost payment to the Licensor's settlement account or to the payment system aggregator account by the Licensee by sending to the Licensee's e-mail a corresponding notice with the information about the activation of the rights to use the Object and/or a separate module.
3.3.3. The Parties came to agreement that the date of performance of obligations by the Licensor granting the right to the Object and/or a separate module use shall be the date of mailing a respective notification containing the information about activation of rights to the Object and/or a separate module use to the Licensee's email address. In case of malfunctions, the right to the Object and/or a separate module use shall be granted immediately after the problem shall have been eliminated. From the time of mailing of the respective notification to the Licensee by the Licensor, the non-exclusive license for the Object and/or a separate module use shall be deemed transferred by the Licensor and obtained by the Licensee.
3.4. The Licensee shall hereby confirm that all exclusive rights to the Object and/or a separate module shall be owned by the Licensor and shall recognize the obligation not to infringe such rights and also intellectual rights of third parties when using the Object and/or a separate module. The Licensor shall reserve the right to dispose of the Object and/or a separate module, right to independently use the Object and/or a separate module along with the Licensee, and also the right to grant the Object and/or a separate module licenses the third parties.
3.5. Technical support for using the Object and/or a separate module over the entire period of validity of the non-exclusive license shall be provided to the Licensee. The support shall be provided by e-mail support@brandwizard.io, and also via requests on the Support Portal. The technical support shall not include the operation failure diagnosis of servers used by the Licensee to operate the Object and/or a separate module and also solution of other problems which the Licensee may have.
3.6. The Licensor may use routine breaks in providing access to the Object and/or a separate module which shall be considered as provision of access to the Object and/or a separate module under a routine operation and shall not be the basis for recalculation of amounts paid by the Licensee subject to the specific Rate Schedule. Routine breaks may also take place to update the Object and/or a separate module functionality.
3.7. Instructions (descriptions, requirements, etc.) published on the Licensor's websites and establishing the procedure for performing actions provided for by this Contract shall be subject to compulsory implementation by the Licensee.
3.8. The Object and/or a separate module license shall also cover updates, amendments and additional components which may be provided or access to which may be provided by the Licensee, if the right to use such updates, amendments or additional components is not transferred based on separate agreements (for example, regarding the Objects and/or a separate module provided at an additional cost).
3.9. The Parties shall irrevocably agree that for the purpose of fulfillment of the terms and conditions of this Contract and granting the Object and/or a separate module non-exclusive license to the Licensee, the Licensor may collect the data on the Licensee and employees thereof specified thereby during registration on the Licensor's websites and in the process of using the Object and/or a separate module; Account identification data being saved at the device of the Licensee and employees thereof: login, email address, device identification data; cookie files; data on the location of the Licensee and employees thereof in case the Licensee and employees thereof communicated the coordinates thereof or selected the location thereof in the Object interface; text, photographic and multimedia files downloaded by the Licensee and employees thereof.
3.10. The Licensee shall grant the right to the Licensor to use names of the Licensee, trademarks and/or service marks, emblems and other Licensee symbols, a link to the Licensee's website for using for promotional (including in the Licensor service advertising) and marketing purposes (including in conducting the Licensor marketing campaigns), in public presentations and press releases.
3.11. Further transfer of a non-exclusive sublicense to use the Object and/or a separate module by the Licensee to any persons, as well as conclusion of other agreements allowing direct or indirect use the Object and/or a separate module by such persons, is prohibited.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Licensor shall undertake to:
4.1.1 transfer the Object and/or a separate module non-exclusive license to the Licensee in the amount and for the time period specified in the Licensee-selected Rate Schedule subject to the terms and conditions of this Contract;
4.1.2. exclude any obstacles inhibiting correct Object and/or a separate module operation;
4.1.3. inform the Licensees about amendments made to the terms and conditions of this Contract by publishing respective amendments on the Licensor's websites three calendar days prior to entry thereof into force (excluding the cases related to making amendments subject to the legislation and regulatory requirements).
4.2. The Licensor shall have the right to:
4.2.1. temporarily revoke the Object and/or a separate module non-exclusive license in case the Licensee violated the terms and conditions of this Contract;
4.2.2. cancel the Object and/or a separate module non-exclusive license in case the Licensee failed to eliminate violations of this Contract committed thereby;
4.2.3. store the information about all connections of the Licensee and employees thereof to the Licensor's information technology resources, including IP-addresses, cookies and addresses of requested pages, if such information was received in the process of transfer of the Object and/or a separate module non-exclusive license;
4.2.4. refuse to accept the Licensee's claims for reviewing which were made beyond the timeframe during which such claims may be filed (Subparagraph 4.3.3 of this Contract);
4.2.5. change rates and Rate Schedules for obtaining the non-exclusive license without a preliminary notification and consent of the Licensee regarding the mandatory publication of respective amendments on the Licensor's websites;
4.2.6. terminate access of the Licensee to the Object and/or a separate module upon expiry of the validity period of the right to the Object and/or a separate module use paid by the Licensee;
4.2.7. request the confirmation of the information provided bу the Licensee, including location, telephone numbers, etc., request additional information (certificates, licenses), as well as additional contact information in case there exist all grounds to believe that norms of the applicable laws are violated by the Licensee or in case of receipt of a respective request from law-enforcement authorities by the Licensor. In case the Licensee refuses to provide the above information and also in case this information is unreliable, the Licensor may limit the rights of access of the Licensee to the Object and/or a separate module up to the expiry of the paid period and cancel the Licensee's Account;
4.2.8. extend and approve Object and/or a separate module functionality without the consent of the Licensee and update the Object and/or a separate module;
4.2.9. block access to the Object and/or a separate module in case of violation of the terms and conditions of this Contract by the Licensee or by order of the court or other competent authorities or in accordance with rules of international law;
4.2.10. delete information posted by the Licensee using the Object and/or a separate module, if it violates requirements of the applicable laws and/or terms and conditions of this Contract, and also in case of receipt of a request from third parties confirming that posted information infringes rights thereof;
4.3. The Licensee shall undertake to:
4.3.1. comply with the terms and conditions of this Contract, mandatory information posted on the Licensor's websites and also pay the Object and/or a separate module non-exclusive license subject to the procedure, amounts and terms specified by this Contract;
4.3.2. ensure security and confidentiality of the commercially significant information received from the Licensor, keep account data (login, password, email address used during the registration) in confidence, which grant the right of access to the Account. Any information mailed to the Licensor using this data or using the Email address shall be considered as information received from an authorized person of the Licensee;
4.3.3. in case of the Licensor-provided Object and/or a separate module non-exclusive license claims, mail a written notification to the Licensor regarding this fact within ten calendar days from the time of transfer of the Object and/or a separate module non-exclusive license to the Licensee;
4.3.4. use the Object and/or a separate module reasonably and in good faith, and when concluding this Contract, the Licensee hereby confirms that it has sufficient authority with respect to each company, Internet resource, trading or service unit the information about which is processed, posted and updated in the process of execution of this Contract;
4.3.5. promptly and within a reasonable period of time provide the Licensor with all the necessary information to activate the license in accordance with clause 3.3.1. of this Contract;
4.3.6. provide relevant and reliable information to the Licensor related to itself, business thereof, company, Internet resources and other units with respect to which the Object and/or a separate module is used and duly inform the Licensor about all changes made in such data;
4.3.7. inform the Licensor immediately after violation of security of Account thereof or unlawful use of the Object and/or a separate module by third party have been detected;
4.3.8. independently provide technical possibilities of using the Object and/or a separate module, including as follows:
- access to the Internet network;
- availability of the web browsing software on the Licensee's computer from which access to the Object and/or a separate module is provided;
4.3.9. prior to accept of this Contract, independently examine the information posted on the Licensor's websites to familiarize with the Object and/or a separate module capabilities;
4.3.10. refrain from as follows: posting virus files and other malicious software on the [websites] specified in this Contract, distributing malicious software and/or counterfeit products by using the Object and/or a separate module, using the Object and/or a separate module for other actions in Internet for which the Object and/or a separate module is not intended to be directly used;
4.3.11. independently keep track of all amendments made to this Contract, rates, Rate Schedules by detailed reading the content thereof on the Licensor's websites, as well as in Account thereof;
4.3.12. exclude any obstacles inhibiting correct Object and/or a separate module operation;
4.4 The Licensee may:
4.4.1 request the Licensor to properly meet obligations thereof related to transfer of the Object and/or a separate module non-exclusive license;
4.4.2 consult the Licensor regarding the issues arising out of this Contract subject to the procedure specified in this Contract.
4.1.1 transfer the Object and/or a separate module non-exclusive license to the Licensee in the amount and for the time period specified in the Licensee-selected Rate Schedule subject to the terms and conditions of this Contract;
4.1.2. exclude any obstacles inhibiting correct Object and/or a separate module operation;
4.1.3. inform the Licensees about amendments made to the terms and conditions of this Contract by publishing respective amendments on the Licensor's websites three calendar days prior to entry thereof into force (excluding the cases related to making amendments subject to the legislation and regulatory requirements).
4.2. The Licensor shall have the right to:
4.2.1. temporarily revoke the Object and/or a separate module non-exclusive license in case the Licensee violated the terms and conditions of this Contract;
4.2.2. cancel the Object and/or a separate module non-exclusive license in case the Licensee failed to eliminate violations of this Contract committed thereby;
4.2.3. store the information about all connections of the Licensee and employees thereof to the Licensor's information technology resources, including IP-addresses, cookies and addresses of requested pages, if such information was received in the process of transfer of the Object and/or a separate module non-exclusive license;
4.2.4. refuse to accept the Licensee's claims for reviewing which were made beyond the timeframe during which such claims may be filed (Subparagraph 4.3.3 of this Contract);
4.2.5. change rates and Rate Schedules for obtaining the non-exclusive license without a preliminary notification and consent of the Licensee regarding the mandatory publication of respective amendments on the Licensor's websites;
4.2.6. terminate access of the Licensee to the Object and/or a separate module upon expiry of the validity period of the right to the Object and/or a separate module use paid by the Licensee;
4.2.7. request the confirmation of the information provided bу the Licensee, including location, telephone numbers, etc., request additional information (certificates, licenses), as well as additional contact information in case there exist all grounds to believe that norms of the applicable laws are violated by the Licensee or in case of receipt of a respective request from law-enforcement authorities by the Licensor. In case the Licensee refuses to provide the above information and also in case this information is unreliable, the Licensor may limit the rights of access of the Licensee to the Object and/or a separate module up to the expiry of the paid period and cancel the Licensee's Account;
4.2.8. extend and approve Object and/or a separate module functionality without the consent of the Licensee and update the Object and/or a separate module;
4.2.9. block access to the Object and/or a separate module in case of violation of the terms and conditions of this Contract by the Licensee or by order of the court or other competent authorities or in accordance with rules of international law;
4.2.10. delete information posted by the Licensee using the Object and/or a separate module, if it violates requirements of the applicable laws and/or terms and conditions of this Contract, and also in case of receipt of a request from third parties confirming that posted information infringes rights thereof;
4.3. The Licensee shall undertake to:
4.3.1. comply with the terms and conditions of this Contract, mandatory information posted on the Licensor's websites and also pay the Object and/or a separate module non-exclusive license subject to the procedure, amounts and terms specified by this Contract;
4.3.2. ensure security and confidentiality of the commercially significant information received from the Licensor, keep account data (login, password, email address used during the registration) in confidence, which grant the right of access to the Account. Any information mailed to the Licensor using this data or using the Email address shall be considered as information received from an authorized person of the Licensee;
4.3.3. in case of the Licensor-provided Object and/or a separate module non-exclusive license claims, mail a written notification to the Licensor regarding this fact within ten calendar days from the time of transfer of the Object and/or a separate module non-exclusive license to the Licensee;
4.3.4. use the Object and/or a separate module reasonably and in good faith, and when concluding this Contract, the Licensee hereby confirms that it has sufficient authority with respect to each company, Internet resource, trading or service unit the information about which is processed, posted and updated in the process of execution of this Contract;
4.3.5. promptly and within a reasonable period of time provide the Licensor with all the necessary information to activate the license in accordance with clause 3.3.1. of this Contract;
4.3.6. provide relevant and reliable information to the Licensor related to itself, business thereof, company, Internet resources and other units with respect to which the Object and/or a separate module is used and duly inform the Licensor about all changes made in such data;
4.3.7. inform the Licensor immediately after violation of security of Account thereof or unlawful use of the Object and/or a separate module by third party have been detected;
4.3.8. independently provide technical possibilities of using the Object and/or a separate module, including as follows:
- access to the Internet network;
- availability of the web browsing software on the Licensee's computer from which access to the Object and/or a separate module is provided;
4.3.9. prior to accept of this Contract, independently examine the information posted on the Licensor's websites to familiarize with the Object and/or a separate module capabilities;
4.3.10. refrain from as follows: posting virus files and other malicious software on the [websites] specified in this Contract, distributing malicious software and/or counterfeit products by using the Object and/or a separate module, using the Object and/or a separate module for other actions in Internet for which the Object and/or a separate module is not intended to be directly used;
4.3.11. independently keep track of all amendments made to this Contract, rates, Rate Schedules by detailed reading the content thereof on the Licensor's websites, as well as in Account thereof;
4.3.12. exclude any obstacles inhibiting correct Object and/or a separate module operation;
4.4 The Licensee may:
4.4.1 request the Licensor to properly meet obligations thereof related to transfer of the Object and/or a separate module non-exclusive license;
4.4.2 consult the Licensor regarding the issues arising out of this Contract subject to the procedure specified in this Contract.
5. REMUNERATION
5.1. The cost of the non-exclusive license and obligation currency shall be determined according to the Licensor-approved rates applicable directly at the time of performing implicative actions by the Licensee to select the Rate Schedule and/or price lists and license duration for a specific region which are an integral part of this Contract.
A Licensor-issued invoice for payment of the non-exclusive licenses, shall be valid within 30 (thirty) calendar days from the date of issuance thereof.
At the time of payment, the cost and obligation currency shall be considered agreed upon by the Parties.
The payment currency shall correspond to the currency in which obligations are denominated.
5.2. The Licensee shall have to effect payment by way of 100% prepayment within thirty calendar days from the time of issuance of the invoice by the Licensor (after performing implicative actions by the Licensee to select the Rate Schedule and/or price lists, license validity period) to the Licensee to pay non-exclusive licenses.
5.3. The non-exclusive license cost shall be paid by the Licensee as follows:
5.3.1. via the Stripe e-payment system and other electronic payment systems with which the Licensor concluded respective contracts, by using payment cards held by the Licensee.
When payment is effected using the card, the Licensee will be redirected to the Stripe e-payment system website. To complete the payment, instructions need to be followed on the Stripe system page. After completing the payment, a payment confirmation message will be received at the email address specified by the Licensee;
5.3.2. The Licensees being legal entities and individual entrepreneurs shall effect payment by way of electronic funds transfer to the Licensor's settlement account according to the data and details specified in the issued invoice.
5.4. The license remuneration shall be deemed to have been paid on the date the respective amount of money enters the Licensor's settlement account from the Licensee or to the payment system aggregator account.
5.5. Granting of the non-exclusive license within the framework of this Contract shall be confirmed by mailing an electronic notification of the non-exclusive right transfer to the Licensee. Confirmation mail shall contain:
a) information about access to the Object and/or a separate module;
b) date of issuance of the non-exclusive license to the Object;
c) information about the fee
5.6. The Licensor remuneration shall not include VAT or any other taxes and shall be remitted in full by the Licensee without deduction for any taxes, dues or other payments subject to the legislation applicable in the Licensee's country. In case, the tax legislation of the Licensee's country provides for payment of any taxes and dues to the budget of this country, the Licensee shall undertake to effect payments independently at the cost thereof.
5.7. The Licensor, under no circumstances, shall refund the license remuneration after receipt thereof.
A Licensor-issued invoice for payment of the non-exclusive licenses, shall be valid within 30 (thirty) calendar days from the date of issuance thereof.
At the time of payment, the cost and obligation currency shall be considered agreed upon by the Parties.
The payment currency shall correspond to the currency in which obligations are denominated.
5.2. The Licensee shall have to effect payment by way of 100% prepayment within thirty calendar days from the time of issuance of the invoice by the Licensor (after performing implicative actions by the Licensee to select the Rate Schedule and/or price lists, license validity period) to the Licensee to pay non-exclusive licenses.
5.3. The non-exclusive license cost shall be paid by the Licensee as follows:
5.3.1. via the Stripe e-payment system and other electronic payment systems with which the Licensor concluded respective contracts, by using payment cards held by the Licensee.
When payment is effected using the card, the Licensee will be redirected to the Stripe e-payment system website. To complete the payment, instructions need to be followed on the Stripe system page. After completing the payment, a payment confirmation message will be received at the email address specified by the Licensee;
5.3.2. The Licensees being legal entities and individual entrepreneurs shall effect payment by way of electronic funds transfer to the Licensor's settlement account according to the data and details specified in the issued invoice.
5.4. The license remuneration shall be deemed to have been paid on the date the respective amount of money enters the Licensor's settlement account from the Licensee or to the payment system aggregator account.
5.5. Granting of the non-exclusive license within the framework of this Contract shall be confirmed by mailing an electronic notification of the non-exclusive right transfer to the Licensee. Confirmation mail shall contain:
a) information about access to the Object and/or a separate module;
b) date of issuance of the non-exclusive license to the Object;
c) information about the fee
5.6. The Licensor remuneration shall not include VAT or any other taxes and shall be remitted in full by the Licensee without deduction for any taxes, dues or other payments subject to the legislation applicable in the Licensee's country. In case, the tax legislation of the Licensee's country provides for payment of any taxes and dues to the budget of this country, the Licensee shall undertake to effect payments independently at the cost thereof.
5.7. The Licensor, under no circumstances, shall refund the license remuneration after receipt thereof.
6. LIABILITIES OF THE PARTIES
6.1. The Parties shall be liable for failure to perform or improper performance of obligations thereof under the Contract in accordance with the legislation of the Republic of Poland.
6.2. The Parties shall irrevocably agree that the maximum extent of damage that may be recovered from the Licensor shall be limited by the amount paid by the Licensee for the Object and/or a separate module non-exclusive license, the failure to perform or improper performance of which caused damage.
6.3. The Licensee shall be fully and solely liable for any actions taken thereby in the process of using the Internet networks, Object and/or a separate module, information assets or services of the Licensor and also for consequences of these actions.
6.4. The Object and/or a separate module shall be provided to the Licensee "as is" subject to the principles generally accepted in the international practice. This means that the Licensor shall not be liable for the problems arising in the process of updating, supporting and operating the Object and/or a separate module (including the problems of compatibility with other software products and also mismatch of the results of using the service and expectations of the User, etc.). To the extent permitted by applicable law, the Licensor shall exclude all guarantees and conditions related to the Licensor's websites and use thereof. The Licensor shall provide the Object and/or a separate module on the "as is" conditions and shall not provide any explicit or implicit guarantees related to the Object and/or a separate module, including such guarantees as merchantability or fitness for a particular purpose. The Licensor shall not guarantee that the Licensor's websites or the Object and/or a separate module will be faultless or seamless or they will comply with any specific requirements of the Licensee.
6.5. In concluding this Contract, the Licensee shall hereby acknowledge that it is aware of the most important functional properties of the Object and/or a separate module with respect to which rights to use thereof are granted. The Licensee shall bear a risk of mismatch of the Object and/or a separate module and wants and needs thereof and also a risk of mismatch of conditions and scope of rights to be granted and wants and needs thereof. The Licensor shall not be liable for any losses and damage, irrespective of the causes of occurrence thereof (including, but not limited to special, incidental or consequential damages, losses related to the lost profit, downtime or lost business, loss of business information, negligence or any other losses), occurred due to the use or inability to use the Object and/or a separate module.
6.6. The Licensor shall not guarantee accuracy, completeness or utility of any information on the Licensor's websites and shall not assume liability for accuracy or credibility of any opinion, advice or statement made in any manner. The Licensor or affiliated entities thereof, under no circumstances, shall be liable for any losses or damages occurred as a result of dependence of the Licensee on information posted on the Licensor's websites or transferred to third parties.
6.7. The Licensor, to the extent permitted by the applicable law, shall not be liable for any special, incidental or consequential damages or lost profits occurred as a result of access of the Licensee or third parties to the Licensor's websites or the Object and/or a separate module, use thereof irrespective of the fact whether they are based on the breach of the Contract, violation of the guarantee (including negligence) or as a result of any other reasons. This shall include inability of the Licensee to obtain access to or use (in particular, due to the variation, suspension, blocking, termination or revocation of rights to use the Object and/or a separate module) the Licensor's websites or Object and/or a separate module.
6.8. The Licensor shall not be liable for availability of sufficient authorities with the Licensee with respect to companies, Internet resources and other units, the information about which shall be processed, posted and changed within the framework of Services provision. The Licensee shall be liable for availability of such authorities.
6.9. The Licensor shall not be liable for failure to perform or improper performance of obligations under this Contract, as well as for direct and indirect losses of the Licensee, including lost profits and possible loss occurred, in particular, as a result of unlawful action of the Internet network users aimed to violate the information security or normal functioning of the Object and/or a separate module; absence of Internet connections between the Licensee's computer and the Licensor's websites and other cases related to actions (inaction) of the Internet network user and/or other entities aimed at aggravating a general situation with the use of the Internet network and/or computer equipment which existed at the time of this Contract conclusion.
6.11. The Licensee shall acknowledge and agrees that the Licensor may browse, use, store and/or disclose the information about the Licensee's Account and the Licensee's data on the Object and/or a separate module, if this is required by law or if the Licensor assumes in good faith that such browsing, use, disclosure or storage are reasonably necessary for as follows: (a) enforcing a judicial decision or executing a request from the law enforcement agencies; (b) ensuring compliance with the Contract terms and conditions, inclusive of the investigation of any possible breach thereof; (c) detecting, preventing or responding in any other manner to security threats, fraud or technical problems; and also (d) protecting rights, property and security of the Licensor as required or provided for by Law.
6.12. The Licensee shall be liable for any material and any content (including graphic, text, audiovisual or other multimedia content, data files, texts, as well as other files and images) uploaded or otherwise transmitted using the Object and/or a separate module, as well as obtained using the Object and/or a separate module, which the Licensee and its users transfer to third parties and Partner Sites, as well as for all consequences of the use of the Object and/or a separate module (including any documentarily confirmed losses that may be sustained by the Licensee, Licensor and third parties). In case of raising claims to the Licensor by third parties related to the content of the information placed the Licensee shall in its own discretion and at its own expense settle such claims, as well as compensate the Licensor for the losses incurred.
6.13. The Licensee shall be liable for any possible violation of the law, including the law on the protection of personal data, and the rights of third parties if the Licensee violated the requirements for the protection of personal data, copyright or related rights of third parties, performed unauthorized use of trademarks, firm names or other means of individualization, violated other intellectual property rights or caused damage to dignity or business reputation of third parties when using the functional possibilities of the Object and/or a separate module. With that, if the Licensor receives claims, civil actions and/or instructions for loss compensation or payment of fines on the part of state bodies and/or third parties related to improper use of the Object and/or a separate module by the Licensee, the Licensee shall in its own discretion and at its own expense settle such claims, as well as to compensate the Licensor for documentarily confirmed losses incurred in this regard.
6.14. The Licensee must not deliver, publish, send or otherwise disseminate via website any illegal or offensive information and contents, misleading information, marketing contents (spam) and contents that may cause malfunctioning or damage of computer systems.
6.15. The Licensee shall be responsible for any use of the website in a manner violating the provisions of the Contract and applicable legislation and for damages caused by such actions.
6.2. The Parties shall irrevocably agree that the maximum extent of damage that may be recovered from the Licensor shall be limited by the amount paid by the Licensee for the Object and/or a separate module non-exclusive license, the failure to perform or improper performance of which caused damage.
6.3. The Licensee shall be fully and solely liable for any actions taken thereby in the process of using the Internet networks, Object and/or a separate module, information assets or services of the Licensor and also for consequences of these actions.
6.4. The Object and/or a separate module shall be provided to the Licensee "as is" subject to the principles generally accepted in the international practice. This means that the Licensor shall not be liable for the problems arising in the process of updating, supporting and operating the Object and/or a separate module (including the problems of compatibility with other software products and also mismatch of the results of using the service and expectations of the User, etc.). To the extent permitted by applicable law, the Licensor shall exclude all guarantees and conditions related to the Licensor's websites and use thereof. The Licensor shall provide the Object and/or a separate module on the "as is" conditions and shall not provide any explicit or implicit guarantees related to the Object and/or a separate module, including such guarantees as merchantability or fitness for a particular purpose. The Licensor shall not guarantee that the Licensor's websites or the Object and/or a separate module will be faultless or seamless or they will comply with any specific requirements of the Licensee.
6.5. In concluding this Contract, the Licensee shall hereby acknowledge that it is aware of the most important functional properties of the Object and/or a separate module with respect to which rights to use thereof are granted. The Licensee shall bear a risk of mismatch of the Object and/or a separate module and wants and needs thereof and also a risk of mismatch of conditions and scope of rights to be granted and wants and needs thereof. The Licensor shall not be liable for any losses and damage, irrespective of the causes of occurrence thereof (including, but not limited to special, incidental or consequential damages, losses related to the lost profit, downtime or lost business, loss of business information, negligence or any other losses), occurred due to the use or inability to use the Object and/or a separate module.
6.6. The Licensor shall not guarantee accuracy, completeness or utility of any information on the Licensor's websites and shall not assume liability for accuracy or credibility of any opinion, advice or statement made in any manner. The Licensor or affiliated entities thereof, under no circumstances, shall be liable for any losses or damages occurred as a result of dependence of the Licensee on information posted on the Licensor's websites or transferred to third parties.
6.7. The Licensor, to the extent permitted by the applicable law, shall not be liable for any special, incidental or consequential damages or lost profits occurred as a result of access of the Licensee or third parties to the Licensor's websites or the Object and/or a separate module, use thereof irrespective of the fact whether they are based on the breach of the Contract, violation of the guarantee (including negligence) or as a result of any other reasons. This shall include inability of the Licensee to obtain access to or use (in particular, due to the variation, suspension, blocking, termination or revocation of rights to use the Object and/or a separate module) the Licensor's websites or Object and/or a separate module.
6.8. The Licensor shall not be liable for availability of sufficient authorities with the Licensee with respect to companies, Internet resources and other units, the information about which shall be processed, posted and changed within the framework of Services provision. The Licensee shall be liable for availability of such authorities.
6.9. The Licensor shall not be liable for failure to perform or improper performance of obligations under this Contract, as well as for direct and indirect losses of the Licensee, including lost profits and possible loss occurred, in particular, as a result of unlawful action of the Internet network users aimed to violate the information security or normal functioning of the Object and/or a separate module; absence of Internet connections between the Licensee's computer and the Licensor's websites and other cases related to actions (inaction) of the Internet network user and/or other entities aimed at aggravating a general situation with the use of the Internet network and/or computer equipment which existed at the time of this Contract conclusion.
6.11. The Licensee shall acknowledge and agrees that the Licensor may browse, use, store and/or disclose the information about the Licensee's Account and the Licensee's data on the Object and/or a separate module, if this is required by law or if the Licensor assumes in good faith that such browsing, use, disclosure or storage are reasonably necessary for as follows: (a) enforcing a judicial decision or executing a request from the law enforcement agencies; (b) ensuring compliance with the Contract terms and conditions, inclusive of the investigation of any possible breach thereof; (c) detecting, preventing or responding in any other manner to security threats, fraud or technical problems; and also (d) protecting rights, property and security of the Licensor as required or provided for by Law.
6.12. The Licensee shall be liable for any material and any content (including graphic, text, audiovisual or other multimedia content, data files, texts, as well as other files and images) uploaded or otherwise transmitted using the Object and/or a separate module, as well as obtained using the Object and/or a separate module, which the Licensee and its users transfer to third parties and Partner Sites, as well as for all consequences of the use of the Object and/or a separate module (including any documentarily confirmed losses that may be sustained by the Licensee, Licensor and third parties). In case of raising claims to the Licensor by third parties related to the content of the information placed the Licensee shall in its own discretion and at its own expense settle such claims, as well as compensate the Licensor for the losses incurred.
6.13. The Licensee shall be liable for any possible violation of the law, including the law on the protection of personal data, and the rights of third parties if the Licensee violated the requirements for the protection of personal data, copyright or related rights of third parties, performed unauthorized use of trademarks, firm names or other means of individualization, violated other intellectual property rights or caused damage to dignity or business reputation of third parties when using the functional possibilities of the Object and/or a separate module. With that, if the Licensor receives claims, civil actions and/or instructions for loss compensation or payment of fines on the part of state bodies and/or third parties related to improper use of the Object and/or a separate module by the Licensee, the Licensee shall in its own discretion and at its own expense settle such claims, as well as to compensate the Licensor for documentarily confirmed losses incurred in this regard.
6.14. The Licensee must not deliver, publish, send or otherwise disseminate via website any illegal or offensive information and contents, misleading information, marketing contents (spam) and contents that may cause malfunctioning or damage of computer systems.
6.15. The Licensee shall be responsible for any use of the website in a manner violating the provisions of the Contract and applicable legislation and for damages caused by such actions.
7. FORCE MAJEURE
7.1. The Parties shall be discharged of responsibility for full or partial default on fulfillment of obligations thereof under this Contract, if the default on fulfillment is a consequence of impact of Force Majeure, which arose after conclusion of this Contract as a result of extraordinary events which the Parties could not foresee or prevent by reasonable efforts.
7.2. The Force Majeure circumstances shall include the following events which are beyond the reasonable control of the Party and for the occurrence of which it shall not be responsible: war, riot, strike, earthquake, flood, fire, adverse weather conditions or other natural calamities, power interruptions, global interruptions in operation of the Internet segments, routing system malfunction, distributed domain name system malfunction, malfunction caused by cyber attacks and DoS attacks and also by other unlawful acts of third parties, government enactments, directives (decrees) of state bodies and public officials, laws and other statutory acts of competent authorities adopted after signing this Contract and rendering impossible to meet obligations under this Contract, and also actions by central government agencies or local public authorities or officials thereof preventing from fulfillment of the terms and conditions of this Contract, and other unforeseen circumstances including, but not limited to, urban electric network malfunction, technical problems on the Internet transit network nodes and other data communications network malfunctions being outside the influence of the Parties.
7.3. In case of occurrence of Force Majeure circumstances specified in Subparagraphs 7.1.-7.2. of this Contract, each Party shall have immediately (by no more than one calendar day from occurrence of the circumstances) to notify other Party regarding this fact by email. A notification shall contain the data on the nature of these Force Majeure circumstances, and also official documents proving the existence thereof, as well as, if applicable, assessing impact thereof on the possibility of the Party to meet obligations thereof under this Contract.
7.4. In case of occurrence of Force Majeure preventing the Parties from fulfillment of obligations thereof under this Contract, the term of fulfillment of the Contract obligations shall be extended for a period equal to that during which such circumstances last, and also the time required to remediate consequences thereof, but not more than sixty calendar days.
7.5. If the Force Majeure continues to persist beyond the period specified in Subparagraph 7.4. of this Contract, or when upon occurrence thereof, the Parties shall undertake to discuss alternative solutions for execution of this Contract or termination thereof without indemnity for losses.
7.2. The Force Majeure circumstances shall include the following events which are beyond the reasonable control of the Party and for the occurrence of which it shall not be responsible: war, riot, strike, earthquake, flood, fire, adverse weather conditions or other natural calamities, power interruptions, global interruptions in operation of the Internet segments, routing system malfunction, distributed domain name system malfunction, malfunction caused by cyber attacks and DoS attacks and also by other unlawful acts of third parties, government enactments, directives (decrees) of state bodies and public officials, laws and other statutory acts of competent authorities adopted after signing this Contract and rendering impossible to meet obligations under this Contract, and also actions by central government agencies or local public authorities or officials thereof preventing from fulfillment of the terms and conditions of this Contract, and other unforeseen circumstances including, but not limited to, urban electric network malfunction, technical problems on the Internet transit network nodes and other data communications network malfunctions being outside the influence of the Parties.
7.3. In case of occurrence of Force Majeure circumstances specified in Subparagraphs 7.1.-7.2. of this Contract, each Party shall have immediately (by no more than one calendar day from occurrence of the circumstances) to notify other Party regarding this fact by email. A notification shall contain the data on the nature of these Force Majeure circumstances, and also official documents proving the existence thereof, as well as, if applicable, assessing impact thereof on the possibility of the Party to meet obligations thereof under this Contract.
7.4. In case of occurrence of Force Majeure preventing the Parties from fulfillment of obligations thereof under this Contract, the term of fulfillment of the Contract obligations shall be extended for a period equal to that during which such circumstances last, and also the time required to remediate consequences thereof, but not more than sixty calendar days.
7.5. If the Force Majeure continues to persist beyond the period specified in Subparagraph 7.4. of this Contract, or when upon occurrence thereof, the Parties shall undertake to discuss alternative solutions for execution of this Contract or termination thereof without indemnity for losses.
8. TERM OF THE CONTRACT AND PROCEDURE OF TERMINATION THEREOF
8.1 This Contract shall be valid from the date of expressing the acceptance of an offer by the Licensee according to the procedure set in this Contract and the period of time specified in the Invoice paid by the Licensee.
8.2. The Parties shall irrevocably agree that this Contract is concluded at the place of business address of the Licensor.
8.3. This Contract may be terminated at any time upon agreement of the Parties or upon an initiative of one of the Parties in cases provided for by this Contract.
8.4. In the event of a significant breach of provisions of this Contract by the Licensee, the Licensor may unilaterally repudiate this Contract by notifying the Licensee in advance 1 (one) month prior to the termination date and recover the Contract termination-related amount of losses from the Licensee.
8.5. A significant breach of this Contract shall be understood by the Parties to mean the following violations:
8.5.1. delay in fulfilling obligations more than 1 (one) month;
8.5.2. failure of the breaching Licensee to eliminate the breach within 15 (fifteen) days from the date of receipt of a respective request from the Licensor;
8.5.3. the Licensee committed the third breach of Contract provisions of the same type.
8.6. The Licensee shall acknowledge that in case of cancellation of obligations of the Parties arising out of this Contract for any reasons, revocation of the non-exclusive license, it shall irrevocably recognize the fact that the Licensor fully transferred the Object and/or a separate module non-exclusive license even in case if the term of rights to this license has not yet expired.
8.7. The Licensee shall irrevocably agree that in case of cancellation of obligations of the Parties arising out of this Contract, for any reasons, revocation of the non-exclusive license, it shall forfeit the right to call on the Licensor to repay any amounts paid on account of payment for rights to use Object and/or a separate module non-exclusive license, even in case if the term of these rights has not yet expired.
8.8. In case of cancellation of obligations of the Parties arising out of this Contract, revocation of the non-exclusive license, the Licensee shall be obliged to discontinue use of and/or access to the Object and/or a separate module.
8.9. The Licensee shall irrevocably agree that in case of termination of this Contract for any reasons, it shall forfeit the right to call on the Licensor to repay any amounts paid subject to this Contract, even in case if the term of these services has not yet expired.
8.2. The Parties shall irrevocably agree that this Contract is concluded at the place of business address of the Licensor.
8.3. This Contract may be terminated at any time upon agreement of the Parties or upon an initiative of one of the Parties in cases provided for by this Contract.
8.4. In the event of a significant breach of provisions of this Contract by the Licensee, the Licensor may unilaterally repudiate this Contract by notifying the Licensee in advance 1 (one) month prior to the termination date and recover the Contract termination-related amount of losses from the Licensee.
8.5. A significant breach of this Contract shall be understood by the Parties to mean the following violations:
8.5.1. delay in fulfilling obligations more than 1 (one) month;
8.5.2. failure of the breaching Licensee to eliminate the breach within 15 (fifteen) days from the date of receipt of a respective request from the Licensor;
8.5.3. the Licensee committed the third breach of Contract provisions of the same type.
8.6. The Licensee shall acknowledge that in case of cancellation of obligations of the Parties arising out of this Contract for any reasons, revocation of the non-exclusive license, it shall irrevocably recognize the fact that the Licensor fully transferred the Object and/or a separate module non-exclusive license even in case if the term of rights to this license has not yet expired.
8.7. The Licensee shall irrevocably agree that in case of cancellation of obligations of the Parties arising out of this Contract, for any reasons, revocation of the non-exclusive license, it shall forfeit the right to call on the Licensor to repay any amounts paid on account of payment for rights to use Object and/or a separate module non-exclusive license, even in case if the term of these rights has not yet expired.
8.8. In case of cancellation of obligations of the Parties arising out of this Contract, revocation of the non-exclusive license, the Licensee shall be obliged to discontinue use of and/or access to the Object and/or a separate module.
8.9. The Licensee shall irrevocably agree that in case of termination of this Contract for any reasons, it shall forfeit the right to call on the Licensor to repay any amounts paid subject to this Contract, even in case if the term of these services has not yet expired.
9. NOTIFICATIONS AND NOTICES
9.1. The Parties shall irrevocably agree accept as binding the documents received via email communication channels and also electronic documents, notifications and declarations of intent executed or made via the Object interface, exclusive of the cases when execution of a hard copy document is mandatory due to requirements of the legislation or of this Contract, specifically, the documents for which a simple written form is binding. The Parties agreed accept as binding the documents signed via electronic signature.
9.2. The Parties shall irrevocably agree that all correspondence, notifications and notices received from the Licensee's email address specified in the Account, and from any Licensor's email address _____@brandwizard.(io., pro,) shall be deemed as received from the Party and delivered to the addressee in a proper form, provided that a notification of the message receipt is received.
9.3. The Parties shall have to timely check the correspondence delivered to email addresses thereof.
9.4. All risks associated with commencement of adverse consequences due to failure to comply with requirements of Subparagraph 9.3 of this Contract shall be borne by the breaching Party.
9.5. The Parties shall assume all responsibility for the actions of persons having access to communication channels.
9.2. The Parties shall irrevocably agree that all correspondence, notifications and notices received from the Licensee's email address specified in the Account, and from any Licensor's email address _____@brandwizard.(io., pro,) shall be deemed as received from the Party and delivered to the addressee in a proper form, provided that a notification of the message receipt is received.
9.3. The Parties shall have to timely check the correspondence delivered to email addresses thereof.
9.4. All risks associated with commencement of adverse consequences due to failure to comply with requirements of Subparagraph 9.3 of this Contract shall be borne by the breaching Party.
9.5. The Parties shall assume all responsibility for the actions of persons having access to communication channels.
10. PROCEDURE FOR MAKING AMENDMENTS AND ADDENDA TO THE CONTRACT
10.1. Amendments and/or addenda to be made by the Licensor to this Contract upon own initiative thereof shall come into effect not earlier than three calendar days after publication thereof on the Licensor's website (-s).
10.2. Amendments and/or addenda to be made by the Licensor to this Contract due to changes to legislation shall come into effect concurrently with the entry into force of amendments made to these legislative acts.
10.3. The text of amendments and/or addenda to this Contract, or a new version thereof shall be made available to the public by the Licensor by posting (publishing) the respective information on the Licensor's websites.
10.4. The Parties shall irrevocably agree that "silence" (nonavailability of written notifications of termination of this Contract or disagreement with specific provisions of this Contract, including disagreement with changes in rates, List of Services and the procedure of providing them and the List of Partners' Websites) shall be acknowledged as agreement and accession of the Licensee to the Contract in a new version.
10.2. Amendments and/or addenda to be made by the Licensor to this Contract due to changes to legislation shall come into effect concurrently with the entry into force of amendments made to these legislative acts.
10.3. The text of amendments and/or addenda to this Contract, or a new version thereof shall be made available to the public by the Licensor by posting (publishing) the respective information on the Licensor's websites.
10.4. The Parties shall irrevocably agree that "silence" (nonavailability of written notifications of termination of this Contract or disagreement with specific provisions of this Contract, including disagreement with changes in rates, List of Services and the procedure of providing them and the List of Partners' Websites) shall be acknowledged as agreement and accession of the Licensee to the Contract in a new version.
11. DISPUTE SETTLEMENT PROCEDURE
11.1. The Parties shall undertake that all disputes and differences arising out of, or in connection with, this Contract shall be settled by means of negotiations. The Party considering that the right thereof was violated shall mail a written claim to the other Party.
11.2. Any complaints related to the Contract or regarding the performance of the Contract may be submitted by the Licensee, for example, via e-mail to the following address: corp@brandwizard.io or via post on the Licensor registered office address.
11.3. The Licensor recommends that the complaint shall includes: (1) information and circumstances regarding the subject of the complaint, in particular the type and date of irregularities; (2) Licensee expectations; and (3) contact details of the person submitting the complaint - this will facilitate and speed up the processing of the complaint. The requirements set out in the preceding sentence are only recommendations and do not affect the effectiveness of complaints submitted without the recommended description of the complaint.
11.4. The Licensor will respond to the complaint immediately, no later than within 30 calendar days from the date of its submission.
11.5. If the Parties fail to settle all disputed issues, all disputes arising out of this Contract, including disputes related to the conclusion, amendment, termination, execution and invalidity thereof, shall be adjudicated by the court of competent jurisdiction for the registered office of the Licensor in accordance with the legislation of the Republic Poland. The applicable law shall be the law of the Republic of Poland.
11.2. Any complaints related to the Contract or regarding the performance of the Contract may be submitted by the Licensee, for example, via e-mail to the following address: corp@brandwizard.io or via post on the Licensor registered office address.
11.3. The Licensor recommends that the complaint shall includes: (1) information and circumstances regarding the subject of the complaint, in particular the type and date of irregularities; (2) Licensee expectations; and (3) contact details of the person submitting the complaint - this will facilitate and speed up the processing of the complaint. The requirements set out in the preceding sentence are only recommendations and do not affect the effectiveness of complaints submitted without the recommended description of the complaint.
11.4. The Licensor will respond to the complaint immediately, no later than within 30 calendar days from the date of its submission.
11.5. If the Parties fail to settle all disputed issues, all disputes arising out of this Contract, including disputes related to the conclusion, amendment, termination, execution and invalidity thereof, shall be adjudicated by the court of competent jurisdiction for the registered office of the Licensor in accordance with the legislation of the Republic Poland. The applicable law shall be the law of the Republic of Poland.
12. OTHER TERMS AND CONDITIONS
12.1. When entering into the Contract, the Licensee shall give consent thereof for as follows:
- processing and using personal and other data provided by the Licensee when concluding and executing this Contract in accordance with Privacy Policy;
- using the trademark thereof (service mark), logo and other symbols of the Licensee, links to the Licensee's website in the portfolio and other advertising materials of the Licensor.
12.2. When concluding this Contract, the Licensee hereby shall state that:
12.2.1. the information specified thereby during the Account registration and in the process of using the Object and/or a separate module is complete, true and accurate;
12.3. In case any of the terms and conditions of this Contract is null and void, invalidated or erased from this Contract, this will not render other provisions of this Contract invalid which shall remain in full force and effect and shall be binding upon the Parties.
12.4. Any issues not regulated in the Contract shall be governed by relevant legal provisions, particularly the provisions of the Act on the Electronic Provision of Services of 18 July 2002, and the provisions of the Civil Code of 23 April 1964.
12.5. All annexes to the Contract. shall form an integral part thereof.
12.6. The valid Contract is available at the website address: https://brandwizard.io/terms in a manner allowing for their storage and reproduction in the ordinary course of activities.
- processing and using personal and other data provided by the Licensee when concluding and executing this Contract in accordance with Privacy Policy;
- using the trademark thereof (service mark), logo and other symbols of the Licensee, links to the Licensee's website in the portfolio and other advertising materials of the Licensor.
12.2. When concluding this Contract, the Licensee hereby shall state that:
12.2.1. the information specified thereby during the Account registration and in the process of using the Object and/or a separate module is complete, true and accurate;
12.3. In case any of the terms and conditions of this Contract is null and void, invalidated or erased from this Contract, this will not render other provisions of this Contract invalid which shall remain in full force and effect and shall be binding upon the Parties.
12.4. Any issues not regulated in the Contract shall be governed by relevant legal provisions, particularly the provisions of the Act on the Electronic Provision of Services of 18 July 2002, and the provisions of the Civil Code of 23 April 1964.
12.5. All annexes to the Contract. shall form an integral part thereof.
12.6. The valid Contract is available at the website address: https://brandwizard.io/terms in a manner allowing for their storage and reproduction in the ordinary course of activities.
13. TECHNICAL REQUIREMENTS
13.1. Use of the Object or Module provided by the Licensor is possible on condition that the Licensee IT system meets the following minimum technical requirements:
a) use of Mozilla Firefox 100.x+, Google Chrome 100.x+ or Safari 15.0+ or other browsers with installed software for the use of Java Script and with the support of cookies;
b) possession of a valid, active and correctly configured e-mail account.
a) use of Mozilla Firefox 100.x+, Google Chrome 100.x+ or Safari 15.0+ or other browsers with installed software for the use of Java Script and with the support of cookies;
b) possession of a valid, active and correctly configured e-mail account.
14. PERSONAL DATA PROTECTION AND COMMERCIAL INFORMATION
14.1. The rules of processing of the Licensee personal data by the Licensor are set out in the document "Privacy Policy" at the website address: brandwizard.io/privacy as well as in DPA agreement.
14.2 The Licensee may voluntarily agree to the receipt, by means of electronic communication from the Licensor. The Licensee gives this consent by checking the relevant option at the website address: ______________________. The Licensee may at any time opt out from the receipt of the aforementioned commercial information by activating an appropriate link sent as part of the commercial information addressed to the Licensee.
14.2 The Licensee may voluntarily agree to the receipt, by means of electronic communication from the Licensor. The Licensee gives this consent by checking the relevant option at the website address: ______________________. The Licensee may at any time opt out from the receipt of the aforementioned commercial information by activating an appropriate link sent as part of the commercial information addressed to the Licensee.
AGREEMENT ON ENTRUSTING THE PROCESSING OF PERSONAL DATA
AGREEMENT ON ENTRUSTING THE PROCESSING OF PERSONAL DATA
(“Data Processing Agreement” or “DPA”)
concluded by and between:
The Client
(“Controller”)
and
Brandwizarrd sp. z o.o. with its registered office in Warsaw, at Humańska 8/3 street, 00-789 Warsaw, entered in the commercial register kept by the Circuit Court for the Capital City of Warsaw in Warsaw, under KRS number 0000993533, NIP number 5213985181 (“Processor” or “BrandWizard”), represented by Chairman of the Board Maryia Kokhna,
The Controller and the Processor are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
The Client
(“Controller”)
and
Brandwizarrd sp. z o.o. with its registered office in Warsaw, at Humańska 8/3 street, 00-789 Warsaw, entered in the commercial register kept by the Circuit Court for the Capital City of Warsaw in Warsaw, under KRS number 0000993533, NIP number 5213985181 (“Processor” or “BrandWizard”), represented by Chairman of the Board Maryia Kokhna,
The Controller and the Processor are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
1. Subject matter of the DPA
1.1. The DPA is concluded in relation to the services ordered by the Client described in Terms of Use and for the purposes of its performance (“Services”). The personal data processing in connection with the performance of the Services is subject to Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (“GDPR”).
1.2. For the avoidance of doubt, this DPA only covers and applies only to situations where the provision of Services may involve a controller-processor relationship. Where BrandWizard is acting as an independent data controller, as described in the Privacy Notice, this DPA does not apply.
1.3. Under this DPA, the Controller entrusts the Processor with processing personal data described in Appendix A to the DPA (“Personal Data”). Any change of the entrustment scope does not require any annex – the consent of both Parties expressed in a written or electronic form (including e-mail) by persons authorized shall suffice. The change of the entrustment scope in the manner specified in the preceding sentence may not lead to any extension of obligations or limitation of the Processor’s rights, resulting from Terms of Use or other agreements concluded between the Parties, in respect of the Processor’s due remuneration as well.
1.4. The Processor processes Personal Data solely for the purpose of performing the Services, to the extent necessary to perform them and only during its term.
1.5. The Processor is obliged to process Personal Data in accordance with the GDPR, other applicable provisions of law and this DPA.
1.2. For the avoidance of doubt, this DPA only covers and applies only to situations where the provision of Services may involve a controller-processor relationship. Where BrandWizard is acting as an independent data controller, as described in the Privacy Notice, this DPA does not apply.
1.3. Under this DPA, the Controller entrusts the Processor with processing personal data described in Appendix A to the DPA (“Personal Data”). Any change of the entrustment scope does not require any annex – the consent of both Parties expressed in a written or electronic form (including e-mail) by persons authorized shall suffice. The change of the entrustment scope in the manner specified in the preceding sentence may not lead to any extension of obligations or limitation of the Processor’s rights, resulting from Terms of Use or other agreements concluded between the Parties, in respect of the Processor’s due remuneration as well.
1.4. The Processor processes Personal Data solely for the purpose of performing the Services, to the extent necessary to perform them and only during its term.
1.5. The Processor is obliged to process Personal Data in accordance with the GDPR, other applicable provisions of law and this DPA.
2. Obligations of the parties
2.1 The Processor is obliged to:
2.1.1. apply all technical and organizational measures adequate to the risk level securing the Personal Data in accordance with the principles specified in Article 32 of the GDPR;
2.1.2. assist the Controller in fulfilling the obligations set forth in Articles 32–36 of the GDPR, while taking into account the nature of processing and information available to the Processor;
2.1.3. process the Personal Data only on documented instructions from the Controller, unless required to do so by the applicable EU or local law; in such a case, the Processor informs the Controller of such a legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
2.1.4. assist the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the GDPR;
2.1.5. ensure that persons authorized to process the Personal Data have committed themselves to confidentiality, unless they are obliged to do so under an appropriate statutory obligation of confidentiality;
2.1.6. after the termination of the DPA, depending on the Controller’s request – delete or return the Personal Data and remove copies thereof, unless the mandatory provisions of law provide for otherwise; to the extend as specified in Appendix A hereto, the Processor shall process Personal Data on its own behalf in order to for the establishment, exercise or defense of legal claims that may arise in connection with the performance of the DPA or the Services.
2.2. The provisions set forth in sections 2.1.1 - 2.1.6 do not extend the scope of the Processor's obligations with respect to the provision of Services.
2.3. The Processor is entitled to entrust the processing of Personal Data to further processing entities (“Sub-processors”), a list of which is provided in Appendix B to the DPA. The Processor will inform the Controller of any intended change in the list of Sub-processors in the manner accepted for communication under the DPA. The Controller may object to such a change within the next 7 days. The Processor warrants that it will use only Sub-processors providing sufficient guarantees to implement appropriate technical and organizational measures and safeguards in such a manner that processing will meet the requirements of the GDPR and ensure the protection of the rights of Data Subjects. The Processor will ensure that the obligations imposed on Sub-processors are at least equivalent to ones that are imposed on the Processor under the DPA. The Controller acknowledges that the lack of consent to change the list of Sub-processors may result in the Processor’s inability to further performance of the DPA and provision of Services, about which the Processor will inform the Controller immediately.
2.4. The Processor will provide the Controller with the information necessary for the performance of its duties related to entrusting the processing of Personal Data. The Processor will enable the Controller to carry out audits, including inspections, within the time agreed by the Parties, as regards entrusting processing of Personal Data by the Processor and will ensure cooperation in this respect. Each Party will incur its own costs of the audit, regardless of its result. The Controller is obliged to keep confidential all information obtained during and with reference with the audit, including the results of the audit, and to ensure that the persons acting on behalf of the Controller when conducting the audit also abide to confidentiality in this respect. The confidentiality obligation is biding throughout the duration of the DPA and for an indefinite period after its termination. Should the provision set forth in the preceding sentence be adjudged by a competent body or court to be void or unenforceable, the obligation of confidentiality shall be valid for the duration of the DPA and for a period of 10 years after its termination.
2.5. The Processor is obliged to ensure that each and every person who processes Personal Data on its behalf processes them only at the Controller's request.
2.1.1. apply all technical and organizational measures adequate to the risk level securing the Personal Data in accordance with the principles specified in Article 32 of the GDPR;
2.1.2. assist the Controller in fulfilling the obligations set forth in Articles 32–36 of the GDPR, while taking into account the nature of processing and information available to the Processor;
2.1.3. process the Personal Data only on documented instructions from the Controller, unless required to do so by the applicable EU or local law; in such a case, the Processor informs the Controller of such a legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
2.1.4. assist the Controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the obligation to respond to requests for exercising the Data Subject's rights laid down in Chapter III of the GDPR;
2.1.5. ensure that persons authorized to process the Personal Data have committed themselves to confidentiality, unless they are obliged to do so under an appropriate statutory obligation of confidentiality;
2.1.6. after the termination of the DPA, depending on the Controller’s request – delete or return the Personal Data and remove copies thereof, unless the mandatory provisions of law provide for otherwise; to the extend as specified in Appendix A hereto, the Processor shall process Personal Data on its own behalf in order to for the establishment, exercise or defense of legal claims that may arise in connection with the performance of the DPA or the Services.
2.2. The provisions set forth in sections 2.1.1 - 2.1.6 do not extend the scope of the Processor's obligations with respect to the provision of Services.
2.3. The Processor is entitled to entrust the processing of Personal Data to further processing entities (“Sub-processors”), a list of which is provided in Appendix B to the DPA. The Processor will inform the Controller of any intended change in the list of Sub-processors in the manner accepted for communication under the DPA. The Controller may object to such a change within the next 7 days. The Processor warrants that it will use only Sub-processors providing sufficient guarantees to implement appropriate technical and organizational measures and safeguards in such a manner that processing will meet the requirements of the GDPR and ensure the protection of the rights of Data Subjects. The Processor will ensure that the obligations imposed on Sub-processors are at least equivalent to ones that are imposed on the Processor under the DPA. The Controller acknowledges that the lack of consent to change the list of Sub-processors may result in the Processor’s inability to further performance of the DPA and provision of Services, about which the Processor will inform the Controller immediately.
2.4. The Processor will provide the Controller with the information necessary for the performance of its duties related to entrusting the processing of Personal Data. The Processor will enable the Controller to carry out audits, including inspections, within the time agreed by the Parties, as regards entrusting processing of Personal Data by the Processor and will ensure cooperation in this respect. Each Party will incur its own costs of the audit, regardless of its result. The Controller is obliged to keep confidential all information obtained during and with reference with the audit, including the results of the audit, and to ensure that the persons acting on behalf of the Controller when conducting the audit also abide to confidentiality in this respect. The confidentiality obligation is biding throughout the duration of the DPA and for an indefinite period after its termination. Should the provision set forth in the preceding sentence be adjudged by a competent body or court to be void or unenforceable, the obligation of confidentiality shall be valid for the duration of the DPA and for a period of 10 years after its termination.
2.5. The Processor is obliged to ensure that each and every person who processes Personal Data on its behalf processes them only at the Controller's request.
3. Data transfer
3.1. In the case of transfer of personal data to a third country within the meaning of the GDPR by the Processor, the Processor is obliged to provide a legal basis for such a transfer, which includes conducting a transfer impact assessment, implementing appropriate technical and organizational measures to ensure confidentiality, availability and integrity of personal data, as well as - if applicable - conclusion of Standard Contractual Clauses with the data importer.
4. Liability
4.1. Irrespective of the provisions of the Terms of Use and other agreements concluded between the Parties, the Processor’s liability related to the processing of Personal Data under this DPA is limited to the amount of PLN 100,000, unless the mandatory provisions of the applicable law provide for otherwise.
5. Miscellaneous
5.1. The DPA is concluded for the term of the provision of Services duration. The DPA may be terminated by the Controller with immediate effect in the event of a gross or recurring violation of the DPA, the GDPR or other applicable provisions of personal data protection law by the Processor, provided that the Processor is requested beforehand to discontinue the violations and remedy their effects, an additional period of at least 5 Business Days is set for this purpose and expires without effect of such prescribed term. Termination of this DPA will be made in writing, otherwise being null and void.
5.2. Termination of the DPA constitutes the basis for termination of provision of Services by the Processor.
5.3. Any amendments to this DPA will be made in writing, otherwise being ineffective, except for the situations in which this DPA expressly provides for a different form of introducing amendments.
5.4. Any capitalized terms, otherwise not defined in the DPA or the binding legislation, have the meanings ascribed to them in the Terms of Use.
5.5. This DPA shall be governed by Polish law.
5.6. Any disputes related to the DPA will be resolved by a court in Warsaw, Poland.
5.7. The appendices to this DPA constitute an integral part hereof. List of appendices:
5.7.1 Appendix A – Scope of entrustment of Personal Data;
5.7.2. Appendix B – List of Sub-processors.
5.2. Termination of the DPA constitutes the basis for termination of provision of Services by the Processor.
5.3. Any amendments to this DPA will be made in writing, otherwise being ineffective, except for the situations in which this DPA expressly provides for a different form of introducing amendments.
5.4. Any capitalized terms, otherwise not defined in the DPA or the binding legislation, have the meanings ascribed to them in the Terms of Use.
5.5. This DPA shall be governed by Polish law.
5.6. Any disputes related to the DPA will be resolved by a court in Warsaw, Poland.
5.7. The appendices to this DPA constitute an integral part hereof. List of appendices:
5.7.1 Appendix A – Scope of entrustment of Personal Data;
5.7.2. Appendix B – List of Sub-processors.
APPENDIX A
APPENDIX A
Scope of entrusting Personal Data
1. Nature and purpose of the processing: Provision of the Services on terms described in Terms of Use and privacy notice
2. Categories of data subjects: Client’s employees and business contacts.
3. Type of personal data: e-mail, logs, name, phone number, screenshots, technical information on QR-code, nickname, photo as feedback, IP address, job title, device ID (details), place of residence
4. Data processed by the Processor on its own behalf, as a separate data controller, for purposes of the provision of Services, the establishment, exercise or defense of legal claims may arise in connection with the performance of the DPA or the Services.
Schedule B
Schedule B
List of Sub-processors
Data Delivery LLC
The recipient is located in the Republic of Belarus. Relevant Privacy Policy of Data Delivery LLC. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to ensure that they are properly protected.
Hetzner Online GmbH
Hetzner is a cloud data center. The recipient is located in Germany. All data are stored in Germany. Relevant Privacy Policy.
HubSpot Ireland Limited
HubSpot is a CRM software. The recipient is located in Ireland. Relevant Privacy Policy.
Google LLC
The service is provided by Google LLC. Address: Google LLC, Google Data Protection Office, 1600 Amphitheatre Parkway, Mountain View, California 94043, USA. Relevant privacy policy of Google. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Google to ensure that they are properly protected. For more information: click on this link.
Meta Platforms, Inc.
Relevant privacy policy. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Stripe to ensure that they are properly protected.
LinkedIn Corporation
The services are provided by Linkedin Corporation. Address: 1000 West Maude Avenue Sunnyvale, CA 94085, USA. Relevant privacy policy of Linkedin. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Stripe to ensure that they are properly protected.
Atlassian
To manage the tasks within our team, we use such tools as Jira. Some of your personal information (such as support request) may be processed within these tools. Relevant privacy policy. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Stripe to ensure that they are properly protected.
Zoom Video Communications, Inc.
The services are provided by Zoom Video Communications, Inc. Address: 55 Almaden Boulevard, 6 th Floor, San Jose, California 95113, USA. Relevant privacy policy of Zoom. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Stripe to ensure that they are properly protected.
Telegram
The services are provided by Telegram FZ-LLC. Address: 71-75 Shelton Street Covent Garden London United Kingdom. Relevant privacy policy of Telegram.
The recipient is located in the Republic of Belarus. Relevant Privacy Policy of Data Delivery LLC. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to ensure that they are properly protected.
Hetzner Online GmbH
Hetzner is a cloud data center. The recipient is located in Germany. All data are stored in Germany. Relevant Privacy Policy.
HubSpot Ireland Limited
HubSpot is a CRM software. The recipient is located in Ireland. Relevant Privacy Policy.
Google LLC
The service is provided by Google LLC. Address: Google LLC, Google Data Protection Office, 1600 Amphitheatre Parkway, Mountain View, California 94043, USA. Relevant privacy policy of Google. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Google to ensure that they are properly protected. For more information: click on this link.
Meta Platforms, Inc.
Relevant privacy policy. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Stripe to ensure that they are properly protected.
LinkedIn Corporation
The services are provided by Linkedin Corporation. Address: 1000 West Maude Avenue Sunnyvale, CA 94085, USA. Relevant privacy policy of Linkedin. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Stripe to ensure that they are properly protected.
Atlassian
To manage the tasks within our team, we use such tools as Jira. Some of your personal information (such as support request) may be processed within these tools. Relevant privacy policy. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Stripe to ensure that they are properly protected.
Zoom Video Communications, Inc.
The services are provided by Zoom Video Communications, Inc. Address: 55 Almaden Boulevard, 6 th Floor, San Jose, California 95113, USA. Relevant privacy policy of Zoom. Unfortunately, the country of data recipient doesn’t ensure an adequate level of protection of your personal data. Standard Contractual Clauses are used to transfer your data to Stripe to ensure that they are properly protected.
Telegram
The services are provided by Telegram FZ-LLC. Address: 71-75 Shelton Street Covent Garden London United Kingdom. Relevant privacy policy of Telegram.