Terms of Service

TERMS OF SERVICE

  1. DEFINITIONS

For purposes of this terms and conditions the following terms shall have the following meaning:

  1. the “Agreement” – agreement entered into by the Client with the Provider allowing the Client to access to the Application; 
  2. the “Agreement Year” – term beginning on the Effective Date and ending a day before the first anniversary of the Effective Date (first Agreement Year) or beginning on each anniversary of the Effective Date and ending on the day before the next anniversary (following Agreement Years);
  3. the “Application” – the application named easyLED Enterprise, provided by the Provider, deployed on a dedicated server;
  4. the “Charges” – any and all charges due to the Provider in association with Client’s access and use of the Application;
  5. the “Client” – an entrepreneur that enters into Agreement and gains access to the Application for itself and Users that it grants access to the Application;
  6. the “Client Account” – it shall mean Client’s account within the Application, assigned specifically to the Client;
  7. the “Effective Date” – the day on which the Agreement shall commence;
  8. the “Intellectual Property Rights” – it shall mean all forms of proprietary rights, titles, interests and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights) and all similar rights of every type that may exist now or in the future in any jurisdiction, including without limitation all applications and registrations therefore and rights to apply for any of the foregoing;
  9. the “Initial Term” – time specified in the Agreement for which the Agreement is concluded and after which the Agreement is automatically prolonged for an indefinite period of time;
  10. the “License” – Client’s right to have one active user account (using the term “License” within the Terms and Conditions and the Agreement does not mean that any licence to the Application is granted, as the Application is provided in software as a service model);
  11. the “Provider” – it shall mean DynamicDigital spółka z ograniczoną odpowiedzialnością (address: Aleje Jerozolimskie 181B, 02-222 Warszawa, entered into the register of entrepreneurs of the National Court Register under the number: 0000521993, Tax Identification Number (NIP): 5213678094 and Statistical Number (REGON): 147391038, e-mail address: info@myeasyled.com);
  12. the “Terms of Service” – it shall mean this terms of service. Terms of Service are an integral part of the Agreement;
  13. the “User” – Client’s employee or co-worker with a User Account in the Application;
  14. the ”User Account” – it shall mean an account in the Application created by the Client for User. 
  1. AGREEMENT
    1. These Terms of Service shall be governed by and construed in accordance with the law of the Republic of Poland, with the reservation stipulated it point 2II.3.
    2. These Terms of Service constitute the rules of rendering electronic Applications within the meaning of Polish Act of 18th July 2002 on rendering electronic services.
    3. The Agreement is concluded by accepting a separate document, referring to this Terms and Conditions.
    4.  The Application is intended only for use by professionals, i.e. for the purpose of conducting business or professional activities and only for this purpose may the Agreement be concluded. These Terms of Service shall not apply to the legal relationship between the Provider and a consumer. By accepting these Terms of Service the Client acknowledges that he is not a consumer within the meaning of Polish Act of 23rd April 1964 – Civil Code (Journal of Laws of 2016, pos. 380 with later amendments). If a consumer is interested in using the Application, he should contact the Provider, individually agree on the terms of service and conclude a separate agreement.
  1. APPLICATION
    1. The Client is responsible for compliance with the provisions of the Terms of Service by all persons using the Application under the User Account or the Client Account, in particular for all actions and omissions of Users.
    2. Provision of any illegal content (or of a content infringing at least one of the following: personal rights, financial copyrights, applicable social norms, principles of social coexistence in the Internet) by the Client is forbidden. Using the Application for any illegal purposes constitutes gross infringement of the Agreement. The Client shall indemnify and hold the provider harmless against any results of providing any illegal data to the Application.
    3. The Client agrees not to, not to attempt to, nor allow any third party to:
      1. copy, distribute, lend, license, sublicense, sell, resell, time share, lease or transfer the Application or otherwise commercially exploit or make the Application available to any third party (except for Users);
      2. decipher, decompile, reverse engineer or disassemble the Application or otherwise attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Application;
      3. adapt, modify or hack the Application or otherwise attempt to gain unauthorized access to the Application or related systems or networks;
      4. create derivative works based on the Application;
      5. modify, remove or obscure any copyright, trademark, patent or other notices or legends that appear in the Application or during the use and operation thereof;
      6. falsely imply any association or sponsorship with the Provider;
      7. publicly disseminate performance information or analysis (including benchmarks) relating to the Application;
      8. utilize any software or technology designed to circumvent any protective measures implemented in the Application;
      9. use the Application in any unlawful manner, including, but not limited to, violation of any person’s privacy rights;
      10. use the Application in any manner that interferes with or disrupts the integrity or performance of the Application and its components;
      11. use the Application to knowingly post, send, transmit, upload, link to or store any viruses, malware, Trojan horses, time bombs or any other similar harmful software;
      12. use the Application to knowingly post, send, transmit, upload, link to or store any content that is unlawful, racist, hateful, abusive, libelous, obscene or discriminatory; 
      13. use the Application to develop a competitive application or product offering.
    4. The Client may not use any automated means, including agents, robots, scripts or spiders, to access or manage the Application, except solely to the extent as may be specifically enabled and authorized by the Provider.
    5. Nobody is allowed to use automated systems or software to extract data from the Application or websites it is related to (‘data scraping’).
    6. Client’s access to or use of the Application may be suspended or terminated, even during the Initial Term, by the Provider if:
      1. such action is necessary to ensure the safety of the system or the network which is used by the Application; or
      2. the Client gives access to his Client Account to a third party (except for Users);
      3. the Client conducts a serious infringement of the Terms of Service (in particular breaks the law using the Application);
      4. the Client gained access to the Application in an unauthorised manner.
    7. The Client is responsible for safeguarding the password that he uses to access the Application and for any activities or actions under Client’s password, the Client agrees not to disclose his password to any third party. The Client is obliged to notify the Provider immediately upon becoming aware of any breach of security or unauthorized use of Client’s Account. This provision applies to all Users to the same extent.
    8. The Provider is not obligated to provide the Client with any advice or training with respect to the use of the Application. Advisory or training may be provided as a separate service, under conditions agreed by the Parties.
  2. CLIENT ACCOUNT
    1. To give the Client access to the Application, the Provider shall create Client Account in the Application and provide data necessary to log in. The Provide will do so within 7 (seven) days after the Client concludes the Agreement with the Provider (and by that accepts Terms of Service).
    2. When the Client gains access to his dedicated the Client Account, the Client must provide the Provider information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms of Service, which may result in immediate termination of Client’s Account.

  1. PRICING POLICY / LICENCES
    1. Client obtaining access to the Application requires payment of the following Charges:
      1. deployment to white label dedicated server fee (one-time payment);
      2. User License fee (payable per User and per year);
      3. support fee (free of charge).
  1. By accepting these Terms of Service theClient grants his consent for the Provider to issue electronic invoices without having to submit his signature. The invoices shall be available at Client’s Account, as .pdf files. 
  2. Pricing policy, including particular pricing models and option may be changed by the Provider from time to time.
  3. In case of termination of the Agreement by the Client or by the Provider for reasons resulting from the Client’s infringement of the Agreement or provisions of law, none of the payments are refundable.
  4. License are acquired when the Agreement is concluded for one year of duration of the Agreement.
  1. INTELLECTUAL PROPERTY RIGHTS
    1. The content and structure of the Application (including third-party elements created in particular under open source licenses) are protected by copyright. The Provider owns all the Intellectual Property Rights in and to the Application (including without limitation all underlying source code, algorithms and models) or is allowed to use them based on proper licenses. Nothing herein shall be construed to transfer the Intellectual Property Rights, title or ownership of the Application or any Provider’s software, technology, materials or know-how or to grant license to them. 
    2. The Application is provided in software as a service model and shall be deployed to infrastructure owned or controlled by the Provider.
    3. The Client is in particular not allowed to:
      1. performing the permanent or temporary reproduction of a computer program contained in the Application in full or in part, by any means and in any form;
      2. translate, adapt, re-arrange or modify in any other way any software contained in the Application;
      3. perform public dissemination of the Application or any part thereof in the computer networks, including the Internet, particularly in the software-as-a-service model, which also includes the access to the Application’s source code; 
      4. reproduce the source code of any computer program contained in the Application or translate its form (decompilation), in particular perform permanent or temporary reproduction in full or in part, by any means and in any form, as well as to prepare (translate, adjust and introduce any other changes), without limitations to their acceptability, in particular, but not exclusively, in order to achieve the interoperability with other computer programs, or to develop, manufacture, distribute, gratuitously lend, rent or provide other forms of similar use.
    4. Duplication of data or information placed on the Application, in particular the use of code, algorithms, models, texts, photos and graphics, as well as their fragments, in cases other than those expressly permitted by law, without the consent of the Provider it is prohibited (unless they belong to third parties and the Provider uses them only based on non-exclusive licence).
    5. The Provider shall not use any data delivered by the Client for purposes of using the Application for the Provider’s own purposes and will not disclose this data. Any data provided by the Client shall remain Client’s data and trade secret. The Provider may disclose this data when it is required by law (e.g. under lawful request by an authorised government body, court etc.). The Provider may also use data for purposes within extent to which it is needed for proving that the Agreement has been performed by the Provider (e.g. in case of a dispute with the Client). Disclosure of data that is illegal, in particular to proper authorities, shall not be considered as infringement of the Agreement. 

The Provider may also use information that was publicly available at the time of its introduction to the Application by the Client, became publicly available information after it was provided by the Client or was in the legal possession of the Provider before the information was entered into the Application by the Client.

  1. By providing any data, in particular such that may be protected by any regulations (copyrighted work, database, trade secret, personal data etc.) Client confirms that Clients is allowed to use such data for particular purpose.
  1. LIMITATION OF LIABILITY
    1. The Provider shall not be liable to the Client in connection with any actions or omissions performed by the Client and the User in connection with the use of the Application (e.g. incorrect data provided by the Client or the User).
    2. The Application is provided on an “as is” and “as available” basis. The Provider does not warrant the correctness of the Application’s functionalities.
    3. The Application is moreover provided without warranty of any kind, express or implied, including but not limited to the warranties of availability (also future availability), accessibility (i.e. Provider does not guarantee that the Application will be accessible from each operating system or electronic device), merchantability, fitness for a particular purpose and noninfringement. In no event shall the Provider be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the use of the Application or the use or other dealings in the Application.
    4. The Provider makes no warranty that the Application will work properly and that it is of adequate quality. The Client must provide an appropriate way of archiving data to prevent its loss in the event of an Application failure. The Provider does not guarantee that the Application will be free from breaks, errors, viruses or other harmful elements. The Client accepts all responsibility for the use of the Application for specific purposes and for use and results obtained through the Application.
    5. Under no circumstances shall the Provider be liable for any damages (including, without limitation, damages resulting from losses in business operations, business interruptions, loss of information related to business operations or other pecuniary or non-pecuniary damages) resulting from use or inability to use Application or technical support or not providing it, even if Provider has been advised of the possibility of such damage.
    6. Any breach of this Terms of Service by the Client or the Users may result in immediate termination of the Agreement and deletion of the Client Account, even during the Initial Term.
    7. Provisions of this paragraph shall apply to the maximum extent permitted by law or whenever they do not conflict with the law.
  1. HARDWARE & COOKIES
    1. In order to fulfil the legal requirements, the Provider hereby informs that:
      1. usage of the electronic services, in particular of the Application, by means of the Internet, involves certain risks. The main one is the possibility of infecting the ICT system by viruses, malware and Trojan horses. In order to avoid the threats associated with them, it is recommended that the Users installed anti-virus software on their devices and ensure updating this software;
      2. the Provider inserts so-called “cookies” files to the ICT system used by the Client and the Users, i.e. inserts small pieces of text sent by the website to the web browser, which are re-sent by the browser during next visits on the website. Cookies are used mainly to keep the sessions, i.e. to keep the User logged-in. They may, however, be used for other aims – thanks to cookies the User does not have to fill in the same information every time he returns to the website. More detailed information regarding cookies may be found in the privacy policy and in the cookies policy.
    2. The Client is solely responsible for installing, purchasing and configuring all hardware and software necessary for User’s access to and use of the Application.
    3. For proper cooperation with the Application, it is necessary for the Client to have:
      1. a device that allows browsing websites with Internet access, and in particular it can be a device working under the control system of the Windows 10, Linux, MacOS, iPad OSAndroid operating systems;
      2. an updated web browser with Java Script support in the latest stable version provided by the manufacturer: MS Edge, Google Chrome, Mozilla Firefox, Opera, Safari;
      3. cookies enabled, as well as appropriate browser add-ons installed to allow Java, Javascript, Adobe Flash;
      4. disabled software blocking the execution of the above scripts.

  1. COMPLAINT PROCEDURE
    1. In the event the Client finds any malfunctions or errors of the Application which constitutes infringement of these Terms of Service attributable to the Provider, the Client may file a complaint via e-mail sent to: info@myeasyled.com or in writing by sending a letter to the address indicated in point I.7.
    2. The complaints referred to in point IX.1. shall be dealt with by the Provider within a reasonable time.
    3. As soon as the Provider’s decision upon the complaint is made, the Client shall be informed by the Provider on acceptance of the complaint or that the complaint is without merit in Provider’s opinion.
    4. If the Client is not informed on Provider’s decision with respect to the complaint within 30 (thirty) days as of submission of the complaint, it shall be deemed that the complaint is without merit in Provider’s opinion.
  1. FINAL PROVISIONS
    1. These Terms of Service shall be governed by and construed in accordance with the law of the Republic of Poland, with the reservation stipulated it point II.3.
    2. These Terms of Service constitute the rules of rendering electronic Applications within the meaning of Polish Act of 18th July 2002 on rendering electronic services.
    3. The Provider reserves the right to modify, add or delete any documents, information, templates, sites or other content appearing on or in connection with the Application, including these Terms of Service, at any time without prior notice.
    4. The illegality, invalidity or unenforceability of any provision of these Terms of Service shall not affect the legality, validity and enforceability of any other provisions hereof.
    5. The Provider has the right to collect, store, process and use all diagnostic and technical data related to the Client’s Account (subject to provisions of the Terms of Service regarding protection of trade secrets and confidential data of the Client).
    6. The Client is not entitled to transfer the rights and obligations under the Agreement and the Terms of Service to any third party without the consent of the Provider expressed in writing form under pain of nullity.
    7. The Client agrees to receive information about the Provider’s new products, Application upgrades and updates. This information may be also addressed to Users.
    8. Any corrections of Application errors introduced by the Provider must be treated as an integral part of the Application. To the corrections of Application errors introduced by the Provider, all provisions of the Terms of Service and the Agreement shall apply accordingly.
    9. Unless the absolutely binding provisions of applicable law state otherwise, Polish state court having territorial jurisdiction over the address indicated in point I.11 shall be competent to resolve any and all disputes that may arise in relation to these Terms of Service.
    10. The Provider failure to enforce any provision of this Terms of Service shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter.

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