WeBoard s.r.o., company VAT ID: CZ09988521, registered at address Otylie Beniskove 1664/14, 301 00 Plzen, Czech Republic (hereinafter: WeBoard), and
Any natural or legal person to whom this agreement has been delivered for confirmation
(and who has thereby confirmed it) or who has agreed to these terms via some other
medium (hereinafter: Customer)
hereinafter jointly referred to as the Parties and separately as the Party,
entered into this Terms & Conditions (hereinafter: Agreement) under the following conditions:
1. THE PURPOSE OF THIS AGREEMENT AND INTERPRETATION
1.1. This Agreement governs the legal relationship between WeBoard and the Customer and stipulates the terms and conditions pursuant to which WeBoard provides the Demo (as defined below) to the Customer.
1.2. As regards to interpretation of this Agreement, the Parties agree that:
1.2.1. Person. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2.2. Writing. A reference to writing or written includes e-mail.
1.2.3. Including. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.1. WeBoard undertakes to provide the following Services (hereinafter: Services):
2.1.1. run and operate the Platform on the WeBoard server (hereinafter: WeBoard’s Server);
2.1.2. make the Demo available to the Customer so the Customer can run and operate it at the WeBoard’s server level; and
2.1.3. once the Demo has been created on the Platform by an End-User, generate an URL link and transmit it to the Customer’s testing.
2.2. WeBoard shall do it’s best to provide the Services using all commercially reasonable efforts. However (considering that the service is free of charge for now), there is no explicit guarantee of quality or uptime for the time being.
2.3. The Customer undertakes to comply with the instructions given and the requirements established by WeBoard as regards to the provision of the Services, including the technical instructions and requirements as specified by the WeBoard. The compliance with the instructions and the requirements is fundamentally necessary for the provision of the Services. The Parties understand that if the instructions and the requirements are not complied with precisely, the provision of the Services is not possible.
2.4. The Customer shall ensure that they do not cause damage to WeBoard’s software and/or hardware or interfere with WeBoard’s Services production for other customers or disruption of data transfer.
2.5. WeBoard shall not be responsible for the usability and compatibility of the equipment or software used with the Services by the Customer other than expressly approved by WeBoard in writing.
3. CREATING AND MAKING THE DEMO AVAILABLE
3.1. The Demo is created by the Customer at the Platform based on this Agreement.
3.2. The process of creating the Demo for the Customer is the following:
3.2.1. the Customer must accept the terms and conditions of this Agreement;
3.2.2. the WeBoard create a Demo free of charge for a limited period of the time (7 days);
3.2.3. the WeBoard send an accessible link to the Customer via email registered in the registration process at URL https://weboard.me/aila-registration);
3.2.4. the Customer will have the Demo available for the limited period of the time for 7 (seven) days from the date of sending the Demo on Customer’s email;
3.2.5. Once the trial period is finished, the Demo becomes inaccessible for the Customer.
4. USING THE DEMO
4.1. Once the demo has been created and made available, the Demo can be used by the Customer to the extent that:
4.1.1. the Demo is not used inappropriately or for any immoral, illegal, abusive or harmful purpose at the sole discretion of WeBoard – for example, it is prohibited to use the Demo for political reasons and/or in the adult industry;
4.1.2. the reputation of WeBoard is in any way harmed or decreased; and
4.1.3. other terms of this Agreement have been fully complied with.
4.2. The Parties agree that it is at WeBoard’s sole discretion to decide whether any use of
the Demo complies with this Agreement or not and in the latter case it is at WeBoard’s sole discretion to request a stop to the usage of the Demo. Upon receiving
such request, the Customer shall stop using the Demo immediately and/or request
stopping of using the Demo immediately from the Customer (if so requested by
5. GENERAL RIGHTS AND RESPONSIBILITIES OF THE PARTIES
5.1. The Customer shall not use the Services for any immoral, illegal, abusive or harmful
purpose – for example, the Customer shall not try to reverse engineer any of the
5.2. Both Parties shall:
5.2.1. comply with each other’s reasonable instructions with due care and professional skill;
5.2.2. co-operate in good faith;
5.2.3. not deteriorate each other’s good reputation; and
5.2.4. comply with the mandatory laws and regulations applicable to them.
6. NO FEE
6.1. The Demo is created free of any fee payable by the Customer to WeBoard.
6.2. As established in more detail in clause 8 of this Agreement, WeBoard has the right to make amendments to the terms of this Agreement. This means also that WeBoard has the right to amend this Agreement as such that the Customer must pay a fee to WeBoard for using the Services (hereinafter: Fee). As specified in more detail in clause 8 of this Agreement, the Customer shall be notified of such amendment beforehand and the Customer shall have the right to terminate this Agreement before such amendment takes effect.
6.3. Even in the case where the Services shall be subject to a Fee, the usage of the
Demo created before such time shall be free of charge indefinitely (i.e. only the
creation of new demos may be subject to a fee).
7. AMENDMENTS TO THIS AGREEMENT
7.1. WeBoard has the right to amend the terms of this Agreement unilaterally.
7.2. In case of any amendments the Customer will be notified of such amendments via e-mail at least 30 days before any amendments enter into force.
7.3. If the Customer does not accept the amended terms, the Customer has to right to terminate this Agreement promptly.
8. CHANGES TO THE SERVICES
8.1. WeBoard is entitled to make changes to the Services, Demo and the technical solutions thereof at its sole discretion.
8.2. If the contemplated change has an adverse effect on the contents of the Service(s), WeBoard shall inform the Customer about the change in writing at least 14 days before the effective date of the change or if this is not reasonably possible, without undue delay. If the Customer objects such change in writing within 14 days from the change notice and WeBoard implements such objected change, the Customer shall have the right to terminate this Agreement. The termination notice shall be given in writing no later than 14 days following the effective date of the change and shall take effect promptly.
9. SUSPENSION OF SERVICES
9.1. WeBoard has the right to suspend provision of the Services for maintenance work or due to severe data security risk. WeBoard shall notify the Customer of the suspension and the duration of the suspension in advance or, if this is not reasonably possible, without delay after WeBoard has become aware of such matter.
9.2. WeBoard has the right to stop provision of the Services without limiting or affecting any other right or remedy available to it if the Customer breaches any of the obligations of this Agreement.
10. INTELLECTUAL PROPERTY
10.1. The intellectual property rights to the Services, data, methods and processes based on which the Services are produced shall vest in and remain the sole and exclusive property of WeBoard.
10.2. Hereby WeBoard grants to the Customer a non-exclusive, non-transferable, non- sublicensable worldwide license as per the term of this Agreement to use the Demo solely for the purpose of testing and evaluating the future of the Platform.
10.3. Also, WeBoard hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable worldwide license for the limited period permitted by this Agreement.
10.4. If the Customer gives WeBoard information, suggestions and feedback regarding the design or performance of the Services (hereinafter collectively as: Feedback), WeBoard may use such Feedback however it chooses, including the unrestricted and irrevocable right to use it, in WeBoard’s sole discretion, for WeBoard’s technology, products, services and business. The Customer hereby grants WeBoard non-exclusive, worldwide, transferable license with the right to grant sub-licenses and without any restrictions to its usage to the maximum extent and period permitted by law without receiving any separate remuneration and compensation therefore (as the remuneration is considered to be the right to use the Services). If any such rights may not be licensed under applicable law, the Customer hereby waives and agrees not to assert any such rights.
11.1. The restrictions on liability in this clause 12 apply to every liability arising under or in connection with this Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
11.2. Nothing in this Agreement shall limit or exclude WeBoard’s or the Customer’s liability for:
11.2.1. damages caused by wilful misconduct or gross negligence;
11.2.2. fraud or fraudulent misrepresentation; or
11.2.3. any other liability which cannot be limited or excluded by applicable law.
11.3. Subject to clause 12.2 (liabilities which cannot be limited):
11.3.1. the Services are provided “as is” and “as available” basis without warranty of any kind, which includes that WeBoard does not warrant that the use of the Services shall be uninterrupted or error free nor is any warranty given as to up-time of the Services and the results that may be obtained from the use of the Services (this may change in the future when the Services are no longer free);
11.3.2.WeBoard shall have no liability to the other Party or any third party for any special, indirect, incidental or consequential loss or damages arising under or in connection with this Agreement, including, without limitation, damages resulting from delay of delivery or from loss of profits, data, business or goodwill, however caused and on whatever theory, whether based on breach of contract or warranty, tort (including negligence), the failure or asserted failure of WeBoard to perform its obligations hereunder, or otherwise, and whether or not WeBoard alleged to have caused such damages have been advised or is aware of the possibility of such damages; and
11.3.3.the aggregate total liability of WeBoard arising under or in connection with this Agreement shall not exceed the amount equal to 10% of Fees paid by the Customer for the preceding 12 months from the breach.
12. FORCE MAJEURE
12.1. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. Such impediments may include, but are not limited to, acts of government, fires, disturbances of data networks, floods, epidemics, quarantine restrictions, riots and acts of terror.
12.2. In such circumstances as described in clause 13.1, the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 4 weeks, the Party not affected may terminate this Agreement promptly.
12.3. Obligation to pay of any monetary sums shall not be subject to this clause 13.
13.1. Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing, addressed to that Party’s registered address, official e-mail address or such other address as that Party may have specified to the other Party in writing, and shall be delivered:
13.1.1. by pre-paid first class post;
13.1.2. by commercial courier; or
13.1.3. by e-mail.
13.2. A notice or other communication shall be deemed to have been received:
13.2.1.if sent by pre-paid first class post, at 9.00 am on the fifth business day after posting;
13.2.2.if delivered by commercial courier, on the date and time that the courier’s delivery receipt is signed; or 13.2.3.if sent by e-mail, one business day after transmission.
14.1. All information (however recorded or preserved) that is disclosed or made available (in any form or medium), directly or indirectly, by one Party (hereinafter: Provider) to the other Party (hereinafter: Recipient) is regarded as confidential information (hereinafter: Confidential Information).
14.2. The Recipient undertakes to the Provider that it shall:
14.2.1.keep the Confidential Information secret and confidential;
14.2.2.not use or exploit the Confidential Information in any way, except for or in connection with, the performance under this Agreement; and
14.2.3.only make disclosures of the Confidential Information in accordance with clauses 15.3 and 15.4. Any other disclosure can only be made with the Provider’s prior written consent.
14.3. Each Party may disclose the Confidential Information to any of its officers, employees, advisers, subcontractors and contractors that need to know the relevant Confidential Information for the performance under this Agreement only, provided that it procures that each such person to whom the Confidential Information is disclosed complies with the obligations set out in this Agreement as if they were the Recipient.
14.4. Each Party may disclose Confidential Information to the minimum extent required by:
14.4.1. any order of any court of competent jurisdiction or any regulatory, judicial, governmental or similar body or taxation authority of competent jurisdiction; or
14.4.2. the laws or regulations of any country to which its affairs are subject.
14.5. The obligations stipulated in clauses 15.1-15.4 shall not apply, or shall cease to apply, to Confidential Information for which the Recipient can show to the Provider’s reasonable satisfaction:
14.5.1. that it is, or becomes generally available to the public other than as a direct or indirect result of the information being disclosed by the Recipient in breach of the Agreement; or
14.5.2. was already lawfully known to the Recipient before it was disclosed by the Provider; or
14.5.3. has been received by the Recipient from a third-party source that is not connected with the Provider and that such source was not under any obligation of confidence in respect of that information; or
14.5.4. that the disclosure is inherently necessary for providing the Services.
14.6. If requested by the Provider at any time, the Recipient shall immediately destroy or return to the Provider (either one at the Provider’s discretion) all documents and other records of the Confidential Information that have been supplied to or generated by the Recipient. If the Confidential Information is stored in electronic form, the Recipient shall erase all such Confidential Information from its computer and communications systems and devices used by it (to the extent technically practicable).
14.7. The above confidentiality obligations do not apply to exercising rights and obligations pursuant to clauses 11.5 and 11.6 of this Agreement.
14.8. The confidentiality obligations of this clause 15 shall survive the termination of this Agreement and shall be in force for 3 years after the termination of this Agreement.
15. COMMENCEMENT OF THIS AGREEMENT
15.1. This Agreement shall come into force when the Customer confirms (e.g. by email or by checking the consent box on the web form provided by WeBoard online) that accepts the terms of this Agreement.
16. TERM AND TERMINATION
16.1. This Agreement shall be in force for an unspecified term.
16.2. This Agreement can be terminated unilaterally by each Party with no reason at any time with giving 30 days’ written prior notice to the other Party.
17. CONSEQUENSES OF TERMINATION
17.1. On termination of this Agreement, the following clauses shall continue in force: clause 1.2 (interpretation), clause 4 (using the Demo), clause 6 (Fee), clause 7 (Commission), clause 14 (notices), clause 18 (consequences of termination), clause 19 (miscellaneous) and other clauses if so agreed upon in this Agreement. Clause 11 (intellectual property) and clause 15 (confidentiality) shall stay in force on the termination of this Agreement to the extent as specified in the respective clauses.
17.2. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination. If according to this Agreement the provision of the Services is subject to Fee, WeBoard has a right to the Fee for the Services performed up to the termination of this Agreement.
18.1. Representations and Warranties. Each Party represents and warrants that (i) it is a duly organized, validly existing, and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization; (ii) it has the full right, power, and authority to enter into, and to perform its obligations and grant the rights and licenses it grants or is required to grant under, this Agreement; (iii) the person entering into this Agreement on behalf of the Party is authorized to bind such Party; and (iv) when this Agreement has been executed and delivered by both Parties, it will constitute the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
18.2. Indemnification. The Customer agrees to indemnify WeBoard, its directors, consultants, employees and its partners against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or not directly arising from the Customer’s use of the Services or from the Customer’s violation of this Agreement or the applicable law.
18.4. Sub-contractors. A Party may use a contractor of the Party to perform the Party’s obligations under this Agreement, provided, that a Party’s use of a contractor shall not release the Party from any duty or liability to fulfil the Party’s obligations under this Agreement.
18.5. Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If that modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
18.6. Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.7. No partnership, joint venture, agency or employment. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture or employment relationship between the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
18.8. No third party rights. Unless it is expressly stated otherwise, this Agreement does not give rise to any rights to third parties to enforce any term of this Agreement.
18.9. Entire agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.10. Rights and remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
18.11. Governing law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed exclusively in accordance with the law of the Republic of Estonia without reference to its choice of law rules.
18.12. Dispute resolution. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be resolved via mutual negotiation of the Parties. In case the negotiations fail to resolve the dispute, any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be exclusively settled in the Czech County Court (located in Prague, Czech Republic).
Mr. Martin Moznar (CPO)
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