By checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using our Services (Employee Adventure app) you agree with these Terms and Conditions. Please read them carefully. These Terms and Conditions shall prevail over any contradictory documents and/or clauses issued by the company.
1.1 “Employee Adventure” refers to any organization involved in any part of the design, development, management, response-handling, marketing, promotion or other similar aspects of this Site.
1.2 “User / you” shall mean the beneficiary of the Employee Adventure app that buys the application considering these Terms and Conditions.
1.3 “Term” means the period from (and including) the Commencement Date until your subscription license to access and use the Platform is terminated in accordance with these Terms, including the Initial Term and any subsequent Renewal Term(s).
1.4 “Licence Fee” means the monthly, quarterly or annual license fee payable by you for your access to and use of the Platform, as detailed on our website, Welcome/Login information email and/or in any applicable Order which shall be stated exclusive of VAT as may be amended by us from time to time.
1.5 “Intellectual Property Rights” means rights recognised by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights and related rights (including moral rights), mask work rights, trademarks, service marks, domain name rights, database rights, patents, trade secrets, know-how, rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2.1 From time to time, we may in our sole discretion offer trials to use the Platform for a Trial Period without payment of a Licence Fee or for a reduced rate Licence Fee (a “Trial” ). Any use of the Platform during a Trial shall be subject to these Terms to the extent applicable.
2.2 We may in our sole discretion determine your eligibility for a Trial and withdraw or modify a Trial at any time without prior notice and with no liability, to the maximum extent permitted by applicable law.
2.3 We may at our sole discretion make available special price deals, discounts, free periods, promotional offers and other incentives in respect of the Licence Fees payable in relation to use of the Platform from time to time. Any such promotional offers will be subject to these Terms and we reserve the right to withdraw or cease to offer any special price deals, discounts, free periods, promotional offers and other incentives at any time without notice to you.
3. Our obligation and availability of the platform
3.1 For the duration of any Trial Period, we grant you a limited-term, non-exclusive, non-transferable, non-sublicensable licence for you to access and use (for you and your Affiliates’ own internal business purposes only) of the Platform so that you can evaluate whether you would like to subscribe to use and access the Platform. We may monitor your usage of the Platform during the Trial Period.
3.2 Following expiry of the Trial Period, we agree to provide to you a limited-term, non-exclusive, non-transferable, non-sublicensable licence for you to access and use (for you and your Affiliates’ own internal business purposes only) the Platform for the Term, subject to these Terms and your continued payment of the Licence Fee. Your subscription licence to use the Platform granted in accordance with this clause 3.2 includes onboarding support, which can be requested at firstname.lastname@example.org.
3.3 Unless otherwise agreed by us, licences to use the Platform are purchased as time-based subscriptions. Each User must have a valid subscription for the Platform. User subscriptions are for named Users and cannot be shared with other person(s) but may be reassigned to new named Users from Users who you notify us in writing have ceased using the Platform. We reserve the right to monitor your and your Users’ use of the Platform to effect these Terms and/or verify compliance with any subscription limits and/or these Terms.
3.4 In the event that your use of the Platform interferes with or disrupts the integrity, security, availability or performance of the Platform, we may modify or temporarily restrict or suspend your use of the Platform immediately and without notice to you. The Parties will cooperate in good faith to resolve the issue as soon as reasonably possible.
3.7 Subject to clause 3.8, we will use reasonable commercial endeavors to: (i) provide the Platform without major interruption; (ii) ensure that the Platform is materially error free; and (iii) ensure that the Platform is available with 99% uptime in aggregate for the duration of the Term.
3.8 Notwithstanding clause 3.7, we reserve the right at any time to suspend without notice your access to and/or use of the Platform for the purpose of enabling us to carry out essential emergency and/or urgent maintenance. We will use reasonable commercial endeavors to provide you with reasonable advance notice of any scheduled non-emergency maintenance. Scheduled non-emergency maintenance will be performed outside of Business Hours to the extent reasonably practicable. We will use commercially reasonable endeavors to notify you of any unplanned downtime of the Platform and to resolve the issue as soon as reasonably practicable.
3.9 Subject to clause 3.10, we will indemnify you against all loss, liability or reasonable expense arising out of any claim brought by a third-party that the Platform infringes the Intellectual Property Rights owned or controlled by a third-party, to the extent that the alleged infringement is not based on: (a) a modification of the Platform by anyone other than us; (b) use of the Platform in combination with any software, hardware, network or system not supplied or approved by us if the alleged infringement relates to such combination; or (c) use of the Platform in a manner contrary to our instructions and/or the Documentation. If the Platform infringes, or we reasonably believe it may infringe third-party Intellectual Property Rights, we may, at our own expense and option: (i) procure the right for you to continue the use of the Platform; (ii) modify the Platform so that it becomes non-infringing without material loss of functionality; or (iii) if (i) or (ii) are not feasible, terminate your use of the Platform in accordance with these Terms and refund you a pro-rata portion of any prepaid fees for the Platform covering the period when you were unable to use the Platform due to the third-party infringement claim. The indemnification obligations set forth above represent our sole and exclusive liability and your exclusive remedy for any third-party infringement claim described in this clause 3.9.
3.10 In the event of a potential indemnity obligation under clause 3.9, you shall provide to us: (i) prompt written notice of the claim or a known threatened claim, such that our ability to defend the claim is not prejudiced; and (ii) control of, and reasonable assistance in, the defence and settlement of the claim, at our expense. Without our prior written consent, you shall not settle or consent to an adverse judgment in any such claim that adversely affects our rights or interests of or imposes additional obligations on us.
4. Your obligations
4.1 You agree that you will:
4.1.1 comply with any reasonable instructions or directions issued by us, our employees, representatives or Affiliates, from time to time;
4.1.2 conform to such protocols and standards as are issued by us, our employees, representatives or our Affiliates, from time to time in respect of the access and/or use of the Platform;
4.1.3 fully indemnify us, our employees, officers, directors representatives, agents and our Affiliates, against any and all claims, costs and expenses which we may incur resulting from your and your Users’ acts or omissions in respect of the Platform including (without limitation) you and your Users’ use of it and any Content and/or your breach of any of your obligations under these Terms including, but not being limited to, those claims arising out of a third-party claim alleging that your collection or use of Content or you and your Users’ use of the Platform in breach of these Terms infringes the rights of, or has caused harm to, a third-party, or violates applicable law; and
4.1.4 when using the Platform, comply with all applicable laws and regulations, including but not being limited to the Data Protection Laws.
4.2 In addition, you acknowledge and accept that you are solely responsible and liable for:
4.2.1 all access to, use of and the activity of your Users in the Platform, and your Users’ compliance with these Terms and any Documentation;
4.2.2 the establishment, maintenance and monitoring of adequate internal security measures in connection with the accessing and use of the Platform by you and your Users including without limitation ensuring the confidentiality and safe storage of all User login details, usernames and passwords and not using obvious passwords and updating them regularly. You shall immediately notify us if you suspect a breach of your internal security measures (e.g. the unauthorised use of any login details, usernames and/or passwords);
4.2.3 storing, maintaining and backing up the Content and ensuring the Platform includes the functionality to assist you in backing-up the Content;
4.2.4 ensuring that all Content (including without limitation any description, date or information relating to the Content) uploaded by you, your Users or by us on your behalf is accurate and up to date and is compliant with all applicable laws and regulations; and
4.2.5 ensuring that any security level set for any Content (whether by us or you) is appropriate.
4.3 You acknowledge and agree that:
4.3.1 your right to use (for you and your Affiliates’ own internal business purposes only) the Platform is personal to you and may not be assigned, sub-licensed, sold, resold, transferred, distributed or otherwise disposed of or commercially exploited in any way, including by way of charge, lien or other encumbrance;
4.3.2 we have the right to connect to and access your Content for the purposes of providing the Platform to you (including (without limitation) for maintenance and technical purposes) and to verify that you and your Users are complying with these Terms;
4.3.3 we do not owe to you, your Users, Affiliates or any third party any obligation to monitor, check or review the legality, validity or accuracy of any Content;
4.3.4 you will pay any Licence Fee and other such charges for your use of the Platform in accordance with these Terms;
4.3.5 the use of the Platform is entirely at your own risk; and
4.3.6 you shall notify us immediately if you become aware or reasonably suspect that your or any Users’ account security relating to the Platform has been compromised and you shall comply with our instructions and take all steps required by us at your cost to rectify any such security issue as described in this clause 4.3.6.
4.4 You agree that you will not (and you will ensure that your Users, employees, representatives and Affiliates will not):
4.4.1 permit any third-party other than your Users to access or use the Platform or otherwise violate or circumvent any use limitations or restrictions set forth in Platform or the Documentation;
4.4.2 derive the source code or use tools to observe the internal operation of, or scan, probe or penetrate the Platform, except as expressly permitted by applicable law;
4.4.3 copy modify or make derivative works of the Platform;
4.4.4 use the Platform or any materials provided by us to build a competitive product or service or to carry out any benchmarking exercise with a third-party product or service;
4.4.5 remove any proprietary markings or notices from any materials provided to you by us;
4.4.6 create internet links to or from, or frame or mirror any part of the Platform; or
4.4.7 use the Platform: (a) to send spam, duplicative or unsolicited messages in violation of applicable laws and/or regulations; (b) to send or store material that violates the rights of a third-party; (c) to send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (d) in a way that interferes with or disrupts the integrity, security, availability or performance of the Platform; and (e) for any other illegal or unlawful purpose, including infringing third-party Intellectual Property Rights.
5.1 Subject to these Terms you agree to pay us the Licence Fee for the Term. We shall be entitled to increase the Licence Fees and/or and any other applicable charges at any time upon prior written notice which will take effect upon your next payment date thereafter.
5.2 The Licence Fee and all other applicable charges are payable immediately on the date of the invoice. All payment obligations are non-cancellable and all amounts paid are non-refundable other than as set out in these Terms.
5.3 If we do not receive the Licence Fee and any other applicable charges you owe us by the due date in accordance with clause 5.2. Non-payment of the Licence Fee for the use of the Platform or of any other amounts due by you to us is a material breach of these Terms.
5.4 The termination, repudiation or expiry of these Terms shall not affect your obligation to pay Licence Fees to us in respect of any right of access to the Platform which was granted to you prior to the date of termination, repudiation or expiry of these Terms including for the avoidance of doubt any Term set out and agreed in the Order. All training days purchased and taken must be paid for immediately on termination. No refunds will be paid on a pro-rata basis for the use of the Platform and/or training days provided save as expressly set out in these Terms.
6. Property rights
6.1 Subject to the limited rights expressly granted hereunder, as between the Parties we own all rights, title and interest, including all Intellectual Property Rights, in and to the Platform, including any configurations, customisations, modifications, enhancements, updates and revisions thereof. All rights not expressly granted in these Terms are reserved by us. The names and logos and the product names associated with the Platform are our or our licensors’ trademarks, and no right or licence is granted under these Terms to use them.
6.2 Subject to the limited rights expressly granted hereunder, as between the Parties you own all rights, title and interest, including all Intellectual Property Rights, in and to the Content. You grant us, our Affiliates, employees, personnel, representatives, agents and subcontractors a worldwide, royalty-free, non-exclusive licence to host and use the Content to the extent necessary to provide the Platform and perform our rights and obligations under these Terms.
6.3 You may, but are not required to, provide us or our Affiliates, employees, personnel, representatives, agents or subcontractors with ideas, suggestions, requests, recommendations or feedback about the Platform ( “Feedback” ). If you do so, you grant us and our Affiliates, employees, personnel, representatives and agents a non-exclusive, worldwide, perpetual, irrevocable licence to use, exploit, reproduce, incorporate, distribute, disclose, and sublicence the Feedback for any purpose.
6.4 We may collect non-personally identifiable data resulting from Users’ use of the Platform, such as metadata, performance metrics and usage trends or volume ( “Usage Data” ) for internal research and to make improvements to the Platform. Our use of Usage Data will be in an aggregated form that does not identify or otherwise permit the identification of named individual Users or other persons.
7. Confidentialy and data security
7.1 Each Party shall, while accessing and providing access to the Platform respectively under these Terms and thereafter, keep secret and confidential all business, technical or commercial information which may be intentionally or unintentionally disclosed or made available by one Party ( “Discloser” ) to the other Party or its Affiliates ( “Recipient“ ), whether orally or in writing, that is designated as confidential or that reasonably should be understood as confidential given the nature of the information and the circumstances of disclosure ( “Confidential Information” ).
7.2 Each Party shall use the same degree of care as it uses for its own Confidential Information to protect the Discloser’s Confidential Information from any use or disclosure. The Recipient may disclose the Confidential Information to its employees, Affiliates and service providers to the extent that it is necessary to perform its obligations pursuant to these Terms, provided that they are bound by confidentiality obligations no less restrictive than those set out herein. The Recipient may not disclose Confidential Information to any other person unless expressly authorised in writing to do so by the Discloser.
7.3 The obligations of confidentiality contained in this clause 7 shall not apply to information that:
7.3.1 at the time of its disclosure, by the Discloser, is already in the public domain or which subsequently enters the public domain other than by the breach of these Terms;
7.3.2 at the time of its disclosure by the Discloser is already known by the Recipient and the latter is not subject to any existing duty of confidence in respect of the information in question;
7.3.3 was rightfully received from a third-party authorised to make such disclosure without restriction;
7.3.4 that has been independently developed by the Recipient without use of, or reference to, the Discloser’s Confidential Information; or
7.3.5 is required to be disclosed under applicable law or order of a court of competent jurisdiction or government department or agency or by the London Stock Exchange (or other relevant Stock Exchange), provided that prior to such disclosure the Recipient shall, to the extent that is legally permitted to do so, advise the Discloser of the proposed form of disclosure.
7.4 You accept that nothing in this clause 7 shall require the Recipient to return or destroy any documents and materials containing or based on the Discloser’s Confidential Information that the Recipient is required to retain by applicable law, or to satisfy the requirements of a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject. The provisions of these Terms shall continue to apply to any documents and materials retained by the Recipient pursuant to this clause 7.4.
7.5 A breach of the Recipient’s confidentiality obligations may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the Discloser may seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this clause 7 without the need to prove damages or post a bond or other surety.
7.6 Each Party will abide by the terms of the applicable Data Protection Addendum.
7.7 Subject to clause 7.6 and any erasure request made pursuant to the Data Protection Laws, we will process any request made by you to delete any part or all of your Content sixty (60) days after receiving this request, except to the extent that any such Content constitutes Usage Data and/or we are required to retain any part or all of the Content in accordance with applicable laws and/or regulations. Where we are permitted to comply with your deletion request, we will take all commercially reasonably efforts to irretrievably delete and/or destroy any part or all of your Content in accordance with this clause 7.7.
8. Third-party services
8.1 We may present to you (including on our websites) Third-Party Services. We do not endorse or make any representation, warranty or promise regarding, and do not assume any responsibility for, any such Third-Party Service, regardless of whether it is described as “authorised”, “certified”, “recommended” or the like. We have no obligation to make available or provide support for Third-Party Services and do not guarantee the initial or continuing interoperability of the Platform with any Third-Party Services.
8.2 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet by your Third-Party Provider, and you acknowledge that the Platform may be subject to limitations, delays and other problems inherent in the use of such communications facilities. This shall not relieve us of our responsibility in respect of the operation of our internal communications networks and facilities that are within our control.
8.3 The user understand that the data is process by third parties
8.3.1 Google Firebase – for hosting/storage
8.3.2 Algolia – for indexing search
8.3.3 Sendgrid – for email sending service
9. Force majeure
9.1 We shall not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that are caused by events outside of our reasonable control ( “Force Majeure Event” ).
9.2 A Force Majeure Event includes in particular (but without limitation) the following:
9.2.1 strikes, lockouts or other industrial action;
9.2.2 civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
9.2.3 fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster or Act of God;
9.2.4 nuclear, chemical or biological contamination or sonic boom;
9.2.5 impossibility of the use of public or private telecommunications networks;
9.2.6 the acts, decrees, legislation, regulations or restrictions of any government;
9.2.7 the non-delivery or late delivery of products or services to us by third parties; or
9.2.8 any other event beyond a Party’s reasonable control.
9.3 Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues and we will have an extension of time for performance for the duration of that period.
10. Unfair competition
You shall not use the Platform, Documentation or any other materials provided by us from time to time, including but not being limited to our Intellectual Property Rights or Confidential Information, to build a competitive product or service or to benchmark with a product or service not provided by us.
If you have any questions about these Terms and Conditions, You can contact us:
- By email: email@example.com
These Terms and Conditions are governed by and will be construed according to Romanian legislation.