These Terms (the "Terms") include our Nino Škuflić ("We, Us, Our, Us") enterprise products, websites, software, services, and applications ("Services", "Product", "Application"). Please read, print, and save a copy of these Terms for your own use as we will not keep a copy for you.
BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO THESE TERMS AND ENTER INTO A LEGALLY BINDING AGREEMENT WITH US. IF YOU ACCESS OR USE THE WEBSITE AS AN EMPLOYEE OR REPRESENTATIVE ON BEHALF OF ANOTHER PERSON OR ORGANIZATION, YOU ALSO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THAT PERSON OR ORGANIZATION AND YOU DECLARE THAT YOU HAVE FULL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.
If we have provided you with a translation of the Croatian text of the Terms, you agree that the translation was given to you only for your orientation and that your relationship with us will be governed by the Croatian text of the Terms.
If there is any discrepancy between the provisions of the other versions of the Terms and their translation, the provisions of the Croatian version shall prevail.
If there are discrepancies between the provisions of these terms and conditions and the terms of the additional terms, the provisions of the additional terms and conditions shall apply. These Terms govern the relationship between you and us. These Terms do not create any rights in favor of third parties.
This agreement is between you and us, PO Box 902, 52109 Pula, Croatia. The words "us", "we" or "ours" mean Nino Škuflić, PO Box 902, 52109 Pula, Croatia. The word "platform" means the Force system.
Notwithstanding section 11.c or any other content of this agreement, if you have an existing agreement with us for the use of the platform, that agreement shall continue to apply to your use of the platform and shall prevail over this agreement.
Certain capitalized terms are defined in Section 12 (Definitions) and others are defined contextually in this Agreement.
1. Use of platform
a. Your Usage Rights
During the Term, you have a non-exclusive, non-transferable, non-sublicensable right to access and use platform in accordance with this Agreement. Use of platform is limited to the Users (including, where applicable, those of your Affiliates) for whom you enable accounts, and you are responsible for all Users and their compliance with this Agreement and their access to, and use of, platform. For clarity, platform is provided as a service to you, not to Users inpidually.
Your registration and admin account information must be accurate, complete and kept up-to-date. User accounts are for inpidual Users and cannot be shared or transferred. You must keep all login credentials confidential and agree to notify us immediately if you discover any unauthorized use of your accounts or login credentials.
You will not (and will not permit anyone else to): (a) use platform on behalf of any third party or rent, lease, provide access to or sublicense platform to any third party, except Users as permitted herein; (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to platform, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (c) copy, modify or create derivative works of platform; (d) remove, modify or obscure any proprietary or other notices contained within platform; or (e) publicly disseminate technical information regarding the performance of platform.
During the set up of your platform instance, you will appoint one or more User(s) as the system administrator(s) of your platform community who is responsible for managing your platform instance. You must ensure you have at least one active system administrator for your platform instance at all times.
2. Your Data and Obligations
a. Your Data
Under this Agreement: you retain all right, title and interest (including intellectual property rights) in and to Your Data; during the Term, you grant us a non-exclusive, worldwide, royalty-free, fully-paid right to use Your Data solely to provide platform (and related support) to you, pursuant to this Agreement; and you acknowledge that we are the data processor and that you are the data controller of Your Data, and by entering into this Agreement you instruct us to process Your Data on your behalf, only for the purposes specified in this Agreement and in accordance with this Agreement (including the Data Processing Addendum).
b. Your Obligations
You agree (a) that you are solely responsible for the accuracy and content of Your Data; (b) to obtain all necessary rights and consents required by Laws from your Users and any applicable third party to allow the collection and use of Your Data as contemplated in this Agreement; and (c) that your use of platform, including Your Data and its use hereunder, will not violate any Laws or third party rights, including intellectual property, privacy or publicity rights. If any of Your Data is submitted or used in violation of this Section 2, you agree to promptly remove it from platform. You are solely responsible for any decision to share Your Data among Users or with any third parties, and we are not responsible for use, access, alteration, distribution or deletion of Your Data by those to whom you or your Users make it available.
c. Prohibited Data
You agree not to submit to the platform any information or data that is subject to safeguarding and/or limitations on distribution pursuant to applicable laws and/or regulation ("Prohibited Information"). With regard to health information, you acknowledge that we are not a Business Associate or subcontractor (as those terms are defined in the Health Insurance and Accountability Act ("HIPAA")) and that platform is not HIPAA compliant. We will have no liability under this Agreement for Prohibited Information, notwithstanding anything to the contrary herein.
You will defend, indemnify and hold harmless us (and our Affiliates and our respective directors, officers, employees, agents, and representatives) from and against all claims (from third parties and/or Users), costs, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or in connection with your breach or alleged breach of this Section 2 or otherwise related to Your Data, Your Policies or use of platform in violation of this Agreement. We may participate in the defense and settlement of any such claim with our own counsel and at our own expense. You shall not settle any claim without our prior written consent if the settlement requires us to take any action, refrain from taking any action, or admit any liability.
e. Backups and Data Deletion
We do not provide an archiving service, and you are solely responsible for creating backups of Your Data. You may delete Your Data consisting of User content at any time during the term through the system administrator functionality of the platform.
3. Data Security
a. Security of Your Data
We will use appropriate technical, organizational and security measures designed to protect Your Data in our possession against unauthorized access, alteration, disclosure or destruction, as further described in the Data Security Addendum.
b. Aggregate Data
Under this Agreement, we may also generate aggregated statistical and analytical data derived from your use of the platform ("Aggregate Data"), but such Aggregate Data will not include Your Data or any personal data.
c. Legal Disclosures and Third Party Requests
You are generally responsible for responding to third party requests regarding Your Data, such as from regulators, Users, or a law enforcement agency ("Third Party Requests"), but you understand that, in response to a Third Party Request, we may disclose Your Data to comply with its legal requirements. In such circumstances, we will, to the extent allowed by law and by the terms of the Third Party Request, use reasonable efforts to (a) notify you of our receipt of a Third Party Request and ask the third party to contact you and (b) comply with your reasonable requests regarding your efforts to oppose a Third Party Request at your expense. You will first seek to obtain the information required to respond to the Third Party Request on your own, and will contact us only if you cannot reasonably obtain such information.
You agree to pay us the fees specified in the Fees Appendix for the version of the platform you are accessing. All fees under this Agreement will be paid in HRK. All fees will be due monthly in arrears following the end of each month in respect of which any fees are payable. Fees will be settled in full in accordance with your payment method pursuant to Section 4.b. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
When you enter into this Agreement you agree to settle fees under one of two categories of payment: (i) credit card customer, or (ii) invoiced customer, as determined in our own discretion. Credit card customers may (in our own sole discretion) become invoiced customers (and vice versa) based on factors such as the number of Users and creditworthiness, but we retain the right to re-classify you as a credit card customer or an invoiced customer at any time.
Invoiced customers will be extended a credit line by us and will be issued invoices on a monthly basis. If categorised as an invoiced customer, you will pay all fees due under this Agreement, in full and cleared funds as directed by us, within 30 days of the invoice date. You agree for us to obtain your business credit report from a credit bureau on acceptance of this Agreement, or anytime thereafter.
All fees are stated exclusive of any applicable taxes, and you are required to pay and bear any sales, use, GST, value-added, withholding, or similar taxes or duties, whether domestic or foreign, related to the transactions under this Agreement, other than taxes based on the income of us. You will pay all amounts due under this Agreement in full without any set-off, counterclaim, deduction or withholding. In the event any payment that you make under this Agreement is subject to a deduction or withholding, you shall be responsible for making the appropriate payment to the appropriate taxing authorities and financially responsible for interest, penalties, fines, or similar liabilities resulting from your failure to timely remit such taxes to the proper governmental authority or agency. You acknowledge and accept that you are accessing and using the platform at the billing address listed in this Agreement or otherwise provided to us in writing and if such address is in the U.S., we will charge you applicable sales/use tax based on the location of your billing address. If a Croatian tax authority asserts that we should have collected taxes from you, and you paid such taxes directly to the government, you agree to provide us proof that such tax was paid (to the satisfaction of such taxing authority) within thirty (30) days of our written request therefor. You agree to indemnify us for any underpayment or non-payment of any tax, penalty and interest.
Without affecting our other rights under this Agreement, if you do not pay any fees by the due date, then we may suspend all or part of the the platform services until payment has been made in full.
e. Platform for Good Free Access
Notwithstanding Section 4.a, if we determine that you qualify for free access under the Platform for Good programme and in accordance with our policies (as referenced here for non-profits, and here for educational institutions) we will provide the platform to you free of charge in accordance with such policies. If as a result of a change in our policies you no longer qualify for free access, then we will provide you with one (1) month prior notice of this. After such notice, Section 4.a will then apply and the fees in the Fees Appendix will become payable for your use of the platform.
a. ObligationsEach party agrees that all business, technical and financial information it obtains (as "Receiving Party") from the disclosing party in connection with this Agreement ("Disclosing Party") constitutes the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as either confidential or proprietary at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for us, those of its Affiliates and the subcontractors referenced in Section 11.j), provided that they are bound to confidentiality obligations no less protective of the Disclosing Party's Confidential Information as provided in this Section 5 and that the Receiving Party remains responsible for compliance by any such person with the terms of this Section 5.
The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by Laws or court order, provided that (unless prohibited by Laws) the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.
c. Injunctive Relief
The Receiving Party acknowledges that use of or disclosure of Confidential Information in violation of this Section 5 could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such threatened or actual use or disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
6. Intellectual Property Rights
a. Our ownership
This is an agreement for access to and use of the platform, and no ownership rights are conveyed to Customer. We and our licensors retain all right, title and interest (including all intellectual property rights) in and to the platform, Aggregate Data, any and all related and underlying technology, and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of us, including based on your Feedback (defined below). No rights are granted to you except as expressly set forth in this Agreement.
If you submit comments, questions, suggestions, use cases or other feedback relating to your use of the platform or its API or our other products or services ("Feedback"), we may freely use or exploit such Feedback in connection with any of our products or services or those of our Affiliates, without obligation or compensation to you.
WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT the platform WILL BE UNINTERRUPTED OR ERROR-FREE. WE MAY PERMIT THIRD PARTIES TO DEVELOP AND MAKE AVAILABLE SERVICES AND APPLICATIONS THAT COMPLEMENT YOUR USE OF the platform. WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY SERVICES OR APPLICATIONS THAT YOU CHOOSE TO USE IN CONNECTION WITH the platform. YOUR USE OF SUCH SERVICES OR APPLICATIONS IS SUBJECT TO THE THIRD PARTY'S OWN TERMS AND POLICIES AND YOU ACKNOWLEDGE AND AGREE THAT ANY USE IS AT YOUR OWN RISK.
Limitations of Liability
EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW): NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND NEITHER PARTY'S ENTIRE LIABILITY TO THE OTHER WILL EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO US DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT OR. For the purposes of this Section 8, "Excluded Claims" means: (a) Customer's liability arising under Section 2 (Your Data and Your Obligations); and (b) a party's breach of its obligations in Section 5 (Confidentiality) but excluding claims relating to Your Data.
The limitations in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose, and the parties agree that neither party is limiting or excluding their liability for anything that can't be limited or excluded by law. You acknowledge and agree that our provision of the platform is based upon the assumption that our liability is limited as provided in this Agreement.
9. Term and Termination
This Agreement will commence on the date on which you first access your the platform instance and continue until terminated as permitted herein (the "Term").
b. Termination for Convenience
Without prejudice to your termination rights under paragraph 2.d of the Data Processing Addendum, you may terminate this Agreement at any time, for no reason or any reason, upon thirty (30) days' advance notice to us by your admin electing to delete your the platform instance within the product. We may also terminate this Agreement at any time, for no reason or any reason, upon thirty (30) days' advance notice to you.
c. Our Termination and Suspension
We reserve the right to terminate this Agreement with reasonable notice to you or immediately suspend your access to the platform if you breach this Agreement or if we deem such action necessary to prevent harm to the security, stability, availability or integrity of the platform.
d. Deletion of Your Data
We will delete Your Data promptly after any termination of this Agreement, but you understand that deleted content may persist in backup copies for a reasonable period of time whilst deletion is carried out. As set forth in Section 2.e, you are solely responsible for creating any back-ups of Your Data for your own purposes.
e. Effect of Termination
Upon any termination of this Agreement: (a) you and your Users must immediately cease using the platform; (b) at the Disclosing Party's request, and subject to 9.d, the Receiving Party will promptly return or delete any of the Disclosing Party's Confidential Information in its possession; (c) you will promptly pay to us any unpaid fees incurred prior to termination; and (d) the following Sections will survive: 1.c (Restrictions), 2 (Use of Your Data and Your Obligations) (other than our license to Your Data in Section 2.a), 3.b (Legal Disclosures and Third Party Requests), 4 (Payment) through 12 (Definitions). Except as may be specified in this Agreement, either party's exercise of any remedy, including termination, is without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
We may change terms of this Agreement and policies referenced in or incorporated by this Agreement at any time, including but not limited to the Data Processing Addendum (to comply with applicable data protection law), Data Security Addendum, and Acceptable Use Policy, by providing you with notice by email, through the service or by other reasonable means ("Change"). By continuing to use the platform fourteen (14) days after our notice, you consent to such Change.
b. Governing Law
This Agreement and your and your Users' use of the platform as well as any claim that might arise between you and us, are governed by, and must be construed in accordance with, the laws of the Republic of Croatia, as applicable, without giving effect to their principles of conflicts of law. Any claim or cause of action arising out of or relating to this Agreement or the platform must be commenced exclusively in the courts of the Republic of Croatia, and each party hereby consents to the personal jurisdiction of such courts.
c. Entire Agreement
This Agreement (and also Services Agreement (EULA)) is the entire agreement between the parties regarding your access to and use of the platform and supersedes any prior representations or agreements relating to the platform. Headings are for convenience only, and terms such as "including" are to be construed without limitation. This Agreement is written in Croatian (HR), which will control over conflicts in any translated version.
d. Waiver and Severability
Failure to enforce a provision will not be deemed a waiver; waivers must be in writing signed by the party claimed to have waived. Any terms or conditions in any Customer purchase order or business form will not modify this Agreement and are hereby expressly rejected, and any such document will be for administrative purposes only. If any provision of this Agreement is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions of this Agreement will remain in full force and effect.
Any press release or marketing campaign about the parties' relationship requires the prior written approval of both parties. Notwithstanding the foregoing: (a) within your own company, you may publicize or promote use of the platform during the Term (e.g., to encourage User adoption), subject to our brand usage guidelines provided from time to time, and (b) We may reference your name and status as a the platform customer.
Neither party may assign this Agreement or its rights or obligations under this Agreement without the prior written consent of the other party, except that we may assign this Agreement without consent to any of its Affiliates or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Non-permitted assignments are void and will create no obligations on us.
g. Independent Contractor
The parties are independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has authority to bind the other.
This Agreement benefits us and Customer and there are no intended third party beneficiaries, including any Users.
h. Binding arbitration and waiver of the right to joint lawsuit
We hope there will never be a dispute, but if there is, you and we agree to try to resolve the dispute informally within 60 days. If this is not possible, you and we agree to binding inpidual arbitration conducted by an independent organization authorized by us and not to file lawsuits in court in front of a judge or jury. Instead, all disputes will be settled in front of a neutral arbitrator whose decision will be final with a limited right of appeal under the Act. Joint lawsuits, joint arbitrations, lawsuits by a private attorney, and all other proceedings in which someone acts as a representative are not permitted. Combining inpidual procedures without the consent of all parties is also not allowed. "We", "our" and "us" include Nino Škuflić, a manufacturer of devices and services and the party that installs the software and / or service. You shall bear the costs of the dispute, fees and expenses of the organization and the arbitrator yourself.
- Covered disputes - everything except intellectual property.
The term "conflict" is wide as possible. It includes any claims or disagreements between you and the manufacturer or the party that installs the software or you and us, either for the software and / or service, their price or this agreement, under any legal theory including contract, warranty, non-contractual liability, laws and regulations, except in disputes relating to the enforcement or validity of the intellectual property rights of you, your licensors, us or our licensors.
- Send a dispute notice first.
If you have a dispute and our customer service representatives are unable to resolve it, mail the ATTN: LEGAL DEPARTMENT Dispute Notice to the manufacturer or the party installing the software and / or service. If your dispute is with us, send a notice to Skuflic.com marked ATTN: LCA ARBITRATION, PO Box 902, 52109 Pula, Croatia. Please provide your name, address, how we can contact you, what the problem is and what you want. The form is available on request via [email protected] We will do the same if we have a dispute with you. If the dispute is not resolved after 60 days, you or we can request arbitration.
- Must be submitted within 90 days.
Any claim or dispute (other than intellectual property disputes) must be submitted to a small claims or arbitration court within 90 days of the first filing. Otherwise it becomes permanently obsolete.
Any notice under this Agreement must be in writing. Except as set forth in Section 9.b, Customer must send any notices to us at the following address:
SKUFLIC.COM LEGAL AFFAIRS
c/o Customer Questions
PO Box 902
52109 Pula, Croatia.
We may send notices to the email address on Customer's account. We may also provide operational notices regarding the platform or other business-related notices through messages to Users within the platform or conspicuous posting within the platform.
We may use subcontractors and permit them to exercise our rights under this Agreement, but we remain responsible for compliance of any such subcontractor with this Agreement.
k. Force Majeure
Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license or authorisation by a government agency or entity.
l. Third Party Websites
The platform may contain links to third-party websites. This does not imply our endorsement of any website and we are not responsible for the actions, content, information, or data of third-party websites or actions or any link contained in them, or any changes or updates to them. Third-party websites may provide their own terms and conditions of use and privacy policies that apply to you and your Users and your use of such third-party websites is not governed by this Agreement.
m. Export Control
In use of the platform, Customer agrees to comply with all export and import laws and regulations of the Republic of Croatia and other applicable jurisdictions. Without limiting the foregoing Customer represents and warrants that: (a) it is not listed on any Republic of Croatia government list of prohibited or restricted parties; (b) it is not subject to any UN, U.S., EU, or any other applicable economic sanctions or trade restrictions; and (c) it does not have operations in a country subject to comprehensive Republic of Croatia trade sanctions.
n. Conditions on Governmental Entity Use
If you are a Governmental Entity, you represent that: (i) no applicable law, policy, or principle restricts you from agreeing and performing, or accepting performance of, any term or condition of this Agreement, (ii) no applicable law, policy, or principle renders any term or condition of this Agreement unenforceable against you or any applicable Governmental Entity, (iii) you are authorized to, and have the legal capacity under applicable laws, policies, and principles to represent and bind any applicable Governmental Entity to this Agreement; and (iv) you enter into this Agreement based upon an impartial decision concerning the value of the platform to you and your Users and no improper conduct or conflict of interest has influenced your decision to enter into this Agreement. Do not enter into this Agreement if you cannot make the representations in this Section 11.n. If a Governmental Entity enters into this Agreement in violation of this Section 11.n, We may elect to terminate this Agreement.
You may choose to access and use the platform through a Reseller. In the event you access and use the platform through a Reseller, you are solely responsible for: (i) any related rights and obligations in your applicable agreement with your Reseller, and (ii) as between you and us, any access by Reseller to your platform instance, Your Data, and any User accounts that you may create for your Reseller. In addition, in the event you access and use the platform through a Reseller, you agree that the Reseller Customer Terms shall take precedence over any conflicting terms in this Agreement.
In this Agreement, unless otherwise stated:
" Affiliate " means an entity that directly or indirectly owns or controls, is owned or is controlled by or is under common ownership or control with a party, where "control" means the power to direct the management or affairs of an entity, and "ownership" means beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the entity's voting equity securities or equivalent voting interests. For purposes of this definition, a Governmental Entity is not an affiliate of another Governmental Entity unless it wholly controls such other Governmental Entity.
"Data Processing Addendum" means the data processing addendum attached to, and forming part of, this Agreement.
"Fees Appendix" means the fees appendix attached to and forming part of, this Agreement.
"Good Free Access" means free trial or other access to the platform free of charge provided by us.
"Governmental Entity" means any country or jurisdiction in the world, including without limitation any state, local, municipal, regional, or other unit or political subpision of government, any governmental organization, instrumentality, enterprise, or other entity established, owned or controlled by such a government, and any representative or agent of any of the foregoing.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, the exportation of technical or personal data, and public procurement.
"Users" means any of your or your Affiliates' employees, contractors or other inpiduals that you permit access to the platform.
"Platform" means the Force service that we make available to you under this Agreement including any websites, apps, online services, tools, and content that we may provide to you under this Agreement, as may be modified from time to time.
"Your Data" means (a) any contact information or network or account registration data that you or your Users submit to the platform; (b) any content or data that you or your Users publish, post, share, import or provide on the platform; (c) information we collect when you or your Users contact or engage us for support regarding the platform, including information about hardware, software, and other details gathered related to the support incident; and (d) any usage or functional information (e.g., IP addresses, browser and operating system types, and device identifiers) regarding how Users interact with the platform.
"Your Policies" means any of your applicable employee, systems, privacy, HR, complaint or other policies.
DATA PROCESSING ADDENDUM
Within this Data Processing Addendum, "GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679), and "Controller", "Data Processor", "Data Subject", "Personal Data", "Personal Data Breach" and "Processing" shall have the same meanings as are defined in the GDPR. "Processed" and "Process" shall be construed in accordance with the definition of "Processing". All other defined terms herein shall have the same meanings as are defined elsewhere in this Agreement.
2. Data Processing
a. In conducting its activities as Processor under this Agreement in relation to any Personal Data within Your Data ("Your Personal Data"), we confirm that:
1. the duration, subject matter, nature and purpose of the Processing shall be as specified in the Agreement;
2. the types of Personal Data Processed shall include those specified in the definition of Your Data;
3. the categories of Data Subjects include your representatives, Users and any other inpiduals identified or identifiable by Your Personal Data; and
4. your obligations and rights as a data controller in relation to your personal data are set out in this agreement.
b. To the extent that we process your personal data under or in connection with this Agreement, we will:
1. only Process Your Personal Data in accordance with your instructions as set out under this Agreement, including in respect of the transfer of Your Personal Data, subject to any exceptions permitted by Article 28(3)(a) of the GDPR;
2. ensure that those of its employees authorised to Process Your Personal Data under this Agreement have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality in relation to Your Personal Data;
3. implement the technical and organisational measures set out in the Data Security Addendum;
4. respect the conditions referred to below in Sections 2.c and 2.d of this Data Processing Addendum when appointing sub-Processors;
5. assist you by appropriate technical and organisational measures, insofar as this is possible through the platform, to enable you to fulfil your obligations to respond to requests for the exercise of rights by a Data Subject under Chapter III of the GDPR;
6. assist you in ensuring compliance with your obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of the Processing and the information which is available to us;
7.on termination of the Agreement, delete the Personal Data pursuant to the Agreement, unless European Union or Member State law requires Personal Data to be retained;
8. make available to you the information described in this Agreement and via the platform in satisfaction of our obligation to make available all information that is necessary to demonstrate compliance with the obligations of us under Article 28 GDPR; and
c. You authorise us to subcontract our data Processing obligations under this Agreement to our Affiliates, and to other third parties, a list of which we will provide to you upon your written request. We shall do so only by way of a written agreement with such sub-Processor which imposes the same data protection obligations on the sub-Processor as are imposed on us under this Agreement. Where that sub-Processor fails to fulfil such obligations, we shall remain fully liable to you for the performance of that sub-Processor's data protection obligations.
d. Where we engage an additional or replacement sub-Processor(s), we shall inform you of such additional or replacement sub-Processor(s) no later than fourteen (14) days in advance of the appointment of such additional or replacement sub-Processor(s). You may object to the engagement of such additional or replacement sub-Processor(s) within fourteen (14) days of being so informed by us by terminating the Agreement immediately on written notice to us.
e. We shall notify you without undue delay upon becoming aware of a Personal Data Breach relating to Your Personal Data. Such notice shall include, at the time of notification or as soon as possible after notification, relevant details of the Personal Data Breach where possible, including the number of your records affected, the category and approximate number of affected Users, anticipated consequences of the breach and any actual or proposed remedies, where appropriate, for mitigating the possible adverse effects of the breach.
1. Free access
You may use the platform free of charge until the first day of the calendar month following the 90-day period beginning with the date of your first access to your platform instance ("Paid Access Date" means such date). For example, if the 90-day period takes effect on November 19, 2020, your paid access date will be March 1, 2021. We may, at our sole discretion, provide you with free use of the platform for an extended period.
2. Paid access
Until 31 December 2019, the following fees will apply according to the agreement: monthly fee per
each active user *:
After 31 December 2019, the following fees will apply according to the agreement: monthly fee per
each active user *:
After 30 April 2020, the following fees will apply according to the agreement: monthly fee per each
active user *:
If you do not agree to the new fees, you are required to notify us within 10 days of the new fees coming into force in order to terminate the agreement with you.
* Active User means any inpidual user who accesses the Platform in a given calendar month, as determined based on our internal records.