Definitions
Capitalised terms used in this Agreement shall have the following meanings:
“Agreement” means these terms and conditions of service, the terms and conditions of the subscription form and any other terms and conditions relating to the Service that the Customer may agree to at the Supplier’s instigation.
“Service Provider” – Belong OÜ, established in Tallinn, Estonia and registered with 17031513.
“Customer” means any person or entity to whom the Service is provided.
“End User” means any natural person to whom the Customer grants permission or access to use the Service.
“Party” – a generic term referring to both the Customer and the Supplier.
“Service” means a software-as-a-service (SaaS) online service accessible through this website and customer support.
“Subscription Form” – a form available online through which the Customer can subscribe to the Service.
“Registration Data” means the information provided by the Customer when subscribing to the Service, including the Customer’s full name or business name, registration/company/incorporation/business or personal identification number (or equivalent), permanent address, address, email address, telephone number and any similar information that the Supplier may reasonably request from the Customer.
“User Account” means an account hosted or administered by the Provider and offered to the Customer through the Service for the purpose of enabling the Customer to use the Service.
“Software” means the software applications included in the Service that have the features described on this website, including such modifications and replacements as the Supplier may, in its sole discretion, implement from time to time.
“Intellectual Property” means all existing and future trademarks, service marks, domain names and trade names, all rights related to inventions, designs, databases and proprietary information (including, without limitation, any business information and know-how), copyrights, personal rights and all other assets and benefits commonly considered to be intellectual property, whether registered or not.
1 Contract and licence
1.1 This Agreement shall enter into force between the Parties from the moment the Customer either subscribes to the Service, obtains a User Account or starts using the Service, whichever occurs first. The Agreement is concluded for an indefinite period and both Parties have the right to terminate the Agreement on the terms and conditions set out herein.
1.2 Subject to the Customer’s Registration Data and the terms and conditions set out herein, the Supplier grants to the Customer, and the Customer agrees to grant to the Customer, a limited non-expropriable non-exclusive licence to use this Software.
1.3 The Software may only be used for the purposes for which it is intended to be used and for the period for which the Agreement is in force between the Parties. The Customer agrees that it does not have the right to access the Software with source code or cracked code.
2 Service
2.1 The Supplier shall use commercially reasonable efforts to ensure the operation of the Service to the Customer throughout the term of the Contract.
2.2 The Client agrees that. (i) The Service is not designed to meet his/her individual requirements; (ii) the Service may experience technical or other problems from time to time and the Service may not necessarily operate without interruption or error; (iii) the Service is not fail-safe and is not designed for use in activities of a hazardous nature, such as (for example) “major hazards” activities, traffic control or life support systems, hazardous materials handling, or other activities where failure of the Service could result in death, personal injury or damage to the environment.
2.3 The Provider is committed to providing excellent user support and will endeavour to respond to most customer support queries within a few hours. However, the Provider does not guarantee a specific time within which support will be provided.
2.4 The Customer selects and uses the Service at its own risk, and the Customer and the End User are responsible for the exposure, downloading, uploading, transmission and possession of any information, programs or other items accessed through or by virtue of the Service.
2.5 The Supplier is under no obligation to add to, modify or replace any part of the Service or to continue to develop or release new versions.
3 Payment
3.1 By subscribing to the Service, the Customer confirms that the Customer agrees to the charges, prices and billing periods as set out in. (i) as described on the website at the time of subscription (ii) updated from time to time in accordance with the terms of the Agreement.
3.2 Unless otherwise agreed at the time of joining, the Customer’s billing period is 30 days, starting on the day immediately following the end of the free trial period.
3.3 The Supplier may upgrade or otherwise change the Service for additional charges and may, on 30 days’ notice, change the charges, prices and billing period applicable to the Customer’s Service. In the event that the Customer does not agree to such changes, the Customer shall retain the right to withdraw from the relevant Service.
3.4 Payment for the Service will be made in advance of each billing period in arrears and will be made on the basis of an invoice provided by the Supplier. The Customer agrees that late payment may result in suspension of the Service or termination of the Contract.
3.5 All fees and prices are exclusive of VAT, sales tax and other taxes. The Customer shall be solely responsible for all taxes and other charges that may be applicable to the purchase or use of the Service.
4 Client obligations
4.1 The Customer must be a person (whether natural or legal) or an entity having legal capacity.
4.2 All Registration Data provided by the Customer must be true, accurate and up to date and the Customer agrees to correct immediately any Registration Data that becomes out of date or incorrect. The Provider may, but is not obliged to, verify the Customer’s Registration Data and may rely on such data without verifying it.
4.3 The Customer must comply with all laws, regulations and orders applicable to the Customer when using the Service.
4.4 The Customer acknowledges and warrants to the Provider, in the interest of the Customer, that the Customer owns the rights to all information (including text, images, audio-visual material and other content) that the Customer uploads, transmits or stores through the Service.
4.5 The Customer warrants that it and its End Users will not use the Service to transmit any unsolicited information or to upload, transmit, send, run or store any malicious code, malware or material with illegal content.
4.6 Any Customer Material which contravenes any of the provisions of this Agreement may be removed, disabled and/or destroyed by the Supplier at their discretion without warning or notice.
4.7 Any person who subscribes to the Service on behalf of the Customer or otherwise represents the Customer in subscribing to the Contract, personally warrants to the Supplier that they are authorised to represent the Customer and that the Contract entered into with the Customer is binding.
5 User account
5.1 The Customer is solely and entirely responsible for the activities carried out with its User Account and must immediately notify the Service Provider of any breach of security or unauthorised use of its User Account.
5.2 The Parties agree that, in relation to the Customer’s username and password, the Customer is responsible for. (i) to keep its username and password confidential, (ii) any and all activities carried out by any person to whom the Customer provides access or who otherwise uses the Customer’s username and password; and (iii) any and all consequences of the use or misuse of the username and password.
5.3 The Service Provider shall not be liable for any loss, damage or other consequences caused by the use of the Customer’s User Account username and password by an unauthorized person.
6 Waiver of guarantee
6.1 All conditions, representations and warranties not expressly set out in this Agreement (including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement and conditions which may arise by reason of commercial practice or usage) may be excluded by the Supplier in their entirety.
6.2 The Supplier makes no warranty that. (i) the Service will meet the needs or expectations of the Customer and the End User, (ii) access to and use of the Service will be uninterrupted, timely, secure or error-free, (iii) any defect in the Service will be corrected, (iv) the Service or any means of accessing the Service is free of malware or other harmful components; or (v) with respect to any third party software, content, material, information, environment or other third party resource or service that Customer or End User may acquire, use, access or encounter.
6.3 Each Party acknowledges that the other Party has entered into the Agreement in reliance on the foregoing disclaimers and that the foregoing disclaimers shall be the primary basis for resolving disputes between the Parties.
7 Limitation of liability
7.1 The Supplier shall not be liable to the Customer, any End User or any person claiming through the Customer or any End User for any loss, damage, expense or other consequence of.
(i) the use of, or any defect in, the Service,
(ii) the characteristics of the Service,
(iii) the need to obtain for the Service, or any substitute products or services obtained for the Service, or any other product, service or other benefit obtained, possessed, acquired or otherwise used through the Service,
(iv) any message or other communication from or through the Service or any transaction entered into,
(v) any unauthorized access to or alteration of Customer’s and its End Users’ transfers or data,
(vi) the statements or conduct of any person having access to the Service,
(vii) any other circumstance relating to the Service;
whether such damages are sustained directly or indirectly or arise directly or as a result of conduct, and whether they arise by contract, tort or otherwise;
provided that nothing in this clause shall exclude any claim for direct pecuniary loss suffered by the Customer where caused by the Supplier’s wilful or grossly negligent breach of the Contract and that the Supplier’s liability, whether under the Contract or otherwise, shall in no event exceed a charge equivalent to the amount paid by the Customer to the Supplier in the last twelve months starting with the month immediately preceding the breach.
7.2 Any complaint which the Customer may have in connection with this Agreement must be brought before the appropriate authorities within one year of the date on which the complaint arose, failing which it will be permanently barred.
8 Data protection
8.1 The Customer agrees that the Supplier may collect information about the Customer and End Users. (i) at the time of the Customer’s subscription to the Contract (information entered on the Subscription Form); (ii) when they visit the Provider’s website (session information, Provider’s website browsing history, IP address, certain software and hardware attributes) or fill in forms via the Service (information provided in the course of doing so); (iii) when they access or use the Service (the location, manner, purpose and duration of access); and (iv) or otherwise knowingly provide information to the Service Provider (Data Subject Disclosures). During the course of a visit to the Provider’s website, “cookies” may be stored on the visitor’s device.
8.2 The Customer agrees and warrants to the Supplier that the End Users agree, (i) to the processing of their personal data (subject to applicable data protection law) by the Supplier for the purposes of performing its obligations under the Agreement and, where applicable, enforcing its rights under the Agreement; (ii) that their personal data may be processed both on and off-site; (iii) that the Service Provider will not disclose their Personal Data to any third party unless this is contrary to law or to the performance of this Agreement.
8.3 The Service Provider shall ensure to the Client that commercially reasonable measures are taken to process personal data securely.
8.4 The Service Provider is not obliged to monitor or have access to Customer Accounts, but may do so where there is reasonable cause to do so (to provide customer support or, for example, to prevent illegal or harmful activity).
8.5 When an End User subscribes to the Service, he or she will be subscribed to the Service Provider’s newsletter and the Service Provider may use their personal data to send them information about products, services, promotions and events which the Service Provider believes may be of interest to them. Any such subscription may be cancelled at the User’s request.
9 Intellectual property and property rights
9.1 The Customer acknowledges that the Supplier owns all Intellectual Property in relation to the Service. The Customer does not acquire any right, power or interest in or to the aforementioned Intellectual Property or the Service generally, except for the limited right of use expressly set out in this Agreement. Any other rights not expressly provided for herein shall be deemed null and void.
9.2 The Provider respects the Intellectual Property of others and may, for appropriate reasons and at its sole discretion, block or terminate the use of a User Account that infringes the rights of others.
10 Amendment, suspension and termination of the Agreement
10.1 The Supplier may modify the Service or any part of the Agreement at any time in its sole discretion and is obliged to notify the Customer of such modifications when the Customer logs in with their User Account. In the event that the Customer does not agree to such changes, the Customer shall have the right to suspend use of the Service. Otherwise, such changes will take effect for the Customer through the aforementioned notification.
10.2 The Supplier has the right to terminate all or any part of the Service upon 30 days’ notice.
10.3 The Service Provider has the right to immediately suspend, in whole or in part, the provision of the service described in this Agreement if a court order, a decision of a public authority or a competent regulatory authority requires a temporary or permanent suspension of the obligations described herein.
10.4 Either Party may terminate the Contract at any time by giving 30 days’ notice to the other Party.
10.5 If the Contract has been terminated due to a material breach by the other Party, no notice is required to terminate the Contract (i.e. the Contract will be cancelled immediately).
10.6 A material breach of the Contract shall be deemed to occur (inter alia) if: (i) a Party breaches any of its obligations hereunder and fails to cure or remedy such breach within two weeks after the other Party has given notice to that effect, describing the breach and requiring cure or remedy; (ii) if a Party is in persistent breach of any obligation hereunder and such breach cannot be remedied; (iii) if the breach by one Party deprives the other Party of all or substantially all of the benefit to which the Party was hereby entitled.
10.7 Any termination of the Contract shall be without prejudice to the rights and remedies of the Parties accrued in connection with the termination.
10.8 The Client acknowledges and agrees that in the event of any termination of the Contract. (i) all rights granted to the Customer hereunder shall cease; (ii) the Customer shall cease all activities authorised by the Agreement; (iii) the Customer shall immediately pay all sums owing to the Supplier hereunder; (iv) Customer shall not receive any refund or replacement for any unused time during the billing period, any license or subscription fees, any content or data associated with its account, or any other charges.
11 Unquestionable forces
11.1 Neither Party shall be liable for any breach of its obligations in circumstances beyond its reasonable control, including, without limitation, acts of God, acts of government, war, riots, terrorist attacks, strikes, failure of an internet service provider, or any other circumstances that qualify as force majeure. However, none of these listed causes shall relieve the Party from its obligation to pay.
12 Applicable Law and Dispute Resolution
12.1 Disputes and disagreements arising out of the performance of the Contract shall be settled by negotiation.
12.2 If the negotiations fail, the dispute shall be settled by the Court of the Republic of Estonia.
12.3 By accepting the Agreement, the Customer also agrees to the Provider’s Privacy Policy, which shall be deemed to be an integral part of the Terms of Service.
Contact us
If you have any concerns or questions about the Terms of Use, please contact us:
info@belong-events.com
Belong OÜ
Reg.
No. 17031513
Last modified: 19. July 2024
