1.1. Ambassify: Ambassify NV with enterprise number 0830.870.128 and registered office at Tervantstraat 2b, 3583 Beringen, Belgium.
1.2. User(s): means a person or company who accesses or uses the Website, the Applications or the Services, not including Customer.
1.2.1. Member(s)/Advocate(s): Person(s) that will participate in campaigns published on the Ambassify platform.
1.2.2. Manager(s)/Admin(s): Person(s) that will be responsible for managing the content that gets published on the Ambassify platform.
1.3. Customer: professional user or company who pays for using the Website, Services or Applications.
1.4. License and Use Terms: the present document.
1.5. Intellectual Property Rights: any and all Intellectual Property Rights, including but not limited to, (a) copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world.
1.6. Website: the Website through which Ambassify offers its services online, currently https://www.ambassify.com and https://my.ambassify.com or any successor or URL indicated by Ambassify from time to time.
1.7. Applications: means the functionalities provided through the Website, or any other means (including downloadable Apps, Plug-ins or any other code or functionality made available by Ambassify in any way whatsoever).
1.8. Service(s): Ambassify provides Customer with a platform that gives Users a chance to promote, become involved in campaigns and encourage the development of the brand of Customer. Additionally, and if agreed upon in writing, Ambassify may provide services of customization and integration with third party software, technical support and maintenance services relating to the platform.
1.9. Customer Content: news posts, campaigns, pictures, images, gifs, sounds, designs, documents, presentations, video’s, text, video, testimonials and/or other media content uploaded, created, supplied or generated by Customer to the Website or Applications.
1.10. Third Party Applications: applications, websites, and services owned, held or managed by third parties.
1.11. Reward(s): prizes, goodies, gadgets and gifts may be offered by Customer on the basis of a rewarding system provided on the Websites and/or Applications.
1.12. Account: access to the Ambassify platform using username and password or any other form of personal authentication
2.1. THESE LICENSE AND USE TERMS, PART OF CUSTOMER HIS SAAS CONTRACT, APPLY TO AND FORM AN INTEGRAL PART OF: (A) ALL PROPOSALS MADE TO CUSTOMER (HERE INCLUDING PERSONS OR COMPANY ADDRESSED IN A PROPOSAL) ISSUED BY AMBASSIFY; (B) ALL SUBSCRIPTIONS BY CUSTOMER WITH AMBASSIFY; AND (C) ALL SUBSCRIPTION CONFIRMATIONS ISSUED BY AMBASSIFY. THESE LICENSE AND USE TERMS GOVERN THE USE OF AMBASSIFY PRODUCTS, FEATURES, APPLICATIONS, SERVICES, WEBSITE, TECHNOLOGIES AND SOFTWARE.
2.2. The present License and Use Terms shall replace any other terms and conditions stated orally by Customer or set forth in any document issued by Customer either before or after issuance of any document by Ambassify. Such any other terms and conditions are hereby explicitly rejected and they shall be inapplicable to any performance of Services by Ambassify, who shall not be bound by them, unless and to the extent expressly agreed to in writing by Ambassify.
2.3. Ambassify proposals are open for acceptance within the period stated by Ambassify in said proposal or, when no period is stated, within one (1) calendar month from the date of the proposal. However, any offer may be withdrawn or revoked by Ambassify at any time prior to the receipt of acceptance of Customer.
2.3.1. Where the offer has been accepted by an employee of Customer his mandate is confirmed by signing the Agreement. Customer represents and warrants to have the authority to enter into these License and Use Terms.
2.3.2. ANY OFFER IS AN ENGAGEMENT OF AMBASSIFY TO PERFORM THE SERVICES AND NOT AN ENGAGEMENT TO ACHIEVE ANY PARTICULAR RESULT. AMBASSIFY WILL RESPOND TO THE INQUIRIES OF CUSTOMER ACCORDING TO THE SLA (https://doc.ambassify.com/sla.html).
3. Prices, invoicing, payment and suspension for non-payment
3.1. All prices in any proposal or on the Website are exclusive of all applicable taxes, levies or duties, and Customer will be solely responsible for the payment of all such amounts. Ambassify will add taxes to the price, where it is required to do so by law at the moment of invoicing and Customer will pay them together with the price. All prices are payable in Euro.
3.2. Fees are yearly fees and payable within thirty (30) days of the date of invoice, unless otherwise agreed upon in writing. Any claim concerning the invoice must be notified to Ambassify within thirty (30) days of the date of the invoice. If Customer does not pay the undisputed price due within the stipulated term, and no claim has been received by Ambassify within the above mentioned term, Customer will be automatically, without Ambassify’s notification being required, in default. In addition, all amounts not paid by Customer on the due date mentioned in the invoice shall bear an interest rate of one percent (1%) per month or the maximum allowed by law, whichever is lower. Furthermore, Customer agrees to pay any costs, fees and expenses incurred by Ambassify in connection with the collection of the debt together with the applicable interest.
3.3. EXCEPT IF STATED OTHERWISE, ALL YEARLY FEES ARE PAYABLE IN ADVANCE. AMBASSIFY IS ENTITLED, WITHOUT INCURRING ANY LIABILITY, TO SUSPEND ANY USE OF THE WEBSITE OR APPLICATIONS, OR ANY PROVISION OF SERVICES, IN CASE UNDISPUTED FEES ARE NOT PAID WHEN DUE. ALL PAYMENT OBLIGATIONS ARE NON-CANCELLABLE, AND ALL AMOUNTS PAID ARE NON- REFUNDABLE UNLESS OTHERWISE PROVIDED HEREIN.
3.4. Customer under no circumstances can invoke set-off.
4. Third Party Applications
4.1. The Service may be integrated or cooperate with Third Party applications. These Third Party Applications may have their own terms and conditions of use and privacy policies and the use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies.
4.2. Ambassify does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Applications or for any transaction you may enter into with the provider of any such Third Party Applications.
5. Users and use
5.1. To access the Service, Customer should have the necessary hardware and a fast internet connection (Supported Windows platforms: Windows 7 and above, Supported OS X platforms: 10.7 and above, 2GB RAM and Internet Connection of at least 1Mbps). Customer shall ensure that security measures do not prevent Customer and User from using the Website, Applications and Services provided by Ambassify.
5.2. Customer and User shall identify themselves accurately and honestly. Customer will be liable towards Ambassify for any false account information.
5.3. CUSTOMER SHALL BE FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER HIS ACCOUNT. CUSTOMER AGREES TO AS SOON AS REASONABLY POSSIBLE NOTIFY AMBASSIFY OF ANY UNAUTHORIZED USE, OR SUSPECTED UNAUTHORIZED USE OR ANY OTHER BREACH OF SECURITY.
5.4. Customer is responsible for maintaining the confidentiality and security of their username, password and other security aspects of their use. Customer must inform Ambassify as soon as reasonably possible in case of any unauthorized use, misuse or any other breach of security you become aware of.
5.5. CUSTOMER IS SOLELY RESPONSIBLE FOR THE INTRODUCTION AND REGISTRATION OF USERS. THEREFOR CUSTOMER SHOULD MAKE SURE THAT ALL USERS HAVE GIVEN THEIR INFORMED AND UNAMBIGUOUS CONSENT TO THE USE OF THEIR PERSONAL DATA, THE RECEIPT OF COMMUNICATION AND THE PARTICIPATION ON THE PLATFORM OR CUSTOMER MUST MAKE SURE THERE’S ANOTHER LEGAL GROUND FOR THESE ACTIONS. CUSTOMER SHALL, TO THE EXTENT PERMISSIBLE UNDER LAW, INDEMNIFY AMBASSIFY FROM AND AGAINST ALL DAMAGES, LOSSES AND EXPENSES OF ANY KIND ARISING FROM A USER RELATED TO THE SERVICE.
5.6. Customer is responsible for any Rewards program they might use and shall ensure that this program complies with any applicable legislation.
5.7. Customer may not be involved in generating content that breaches any applicable law and/or violates third party rights, including but not limited to privacy, identity, Intellectual Property Rights and refrain from any defamatory, hateful, discriminatory, violent or hatred content or content that is obscene or pornographic.
5.8. Customer agrees to use the Website, Applications and Service only for the intended use. Within the limits of the applicable law, Customer is not permitted to (i) make the Service available or to sell or rent the Service to any third parties; (ii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Service to any third party; (iii) adapt, alter, translate or modify in any manner the Service; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Service; (v) or copy the Service; (vi) gain unauthorized access to accounts of other customers, users or the IT equipment of Ambassify to use the Service to conduct or promote any illegal activities; (vii) use the Service to generate unsolicited email advertisements or spam; (viii) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Service (including without limitation robots, spiders or scripts); (x) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Service; (xi) intentionally distribute any worms, Trojan horses, corrupted files, or other items of a destructive or deceptive nature or use the Service for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (x) remove or in any manner circumvent any technical or other protective measures in the Service.
5.9. Customer may not intentionally upload viruses or malicious code or do anything that could disable, overburden, or impair the proper working or appearance of the Services, Website and Applications.
5.10. Customer may not access or collect data from the Services, Website and Applications using automated means (without our prior permission) or attempt to access data where he does not have permission to access.
5.11. Ambassify may, but has no obligation to, monitor, review, or edit Customer Content. In all cases, Ambassify reserves the right after prior written notification to Customer to remove or disable access to any Customers Content, including but not limited to, Customer Content that violates the License and Use Terms. Ambassify may take these actions with prior written notification to Customer or any third party. Customer can not claim any compensation, damages or rights resulting from such removal or disallowance.
5.12. Customer is responsible for all Customer Content. Ambassify is not responsible for any of Customer Content. Customer could be held liable to the extent permissible under law, to indemnify Ambassify for and against all damages, losses and expenses directly arising from a third party claim related to content generated by Customer.
5.13. Ambassify is entitled, without incurring any liability or a right to reimbursement of the paid fees, to suspend, after prior written notification which shall not be less than 10 business days, any provision of Services to any Customer violating these License and Use Terms. Ambassify can refuse access to the Website, Services or Applications to any User violating these License and Use Terms after prior written notification to Customer.
5.14. An account is personal. User shall never share the username and password of their account or in any other way allow access to their account to other users.
6. Intellectual Property Rights
6.1. Content made available by Customer on the Website and Applications remains the property of Customer and may be protected by Intellectual Property Rights. Customer grants Ambassify a royalty-free, unlimited license to any Customer Content for at least the duration of the Service, to use, modify, copy, collect such Customer Content for the exclusive performance of the Services.
6.2. Any use of third party brands, trademarks, registered or unregistered by Customer or User are at Customer’s or User’s risk.
6.3. CUSTOMER COULD BE HELD LIABLE TO AMBASSIFY FOR ANY DIRECT CONSEQUENCES, DIRECT DAMAGES, CLAIMS, LIABILITIES OR EXPENSES OF ANY ACTUAL OR ALLEGED INFRINGEMENT BY CUSTOMER CONTENT OF ANY THIRD PARTY RIGHTS, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY RIGHTS.
6.4. Customer shall only use the Website and Applications or any part thereof for the purposes established in the proposal, and not for any other purposes. In particular, but without an exhaustive character, Customer agrees not to use the Website and Applications for any purpose that may be detrimental to Ambassify’s business activities or commercial interests.
6.5. All Intellectual Property Rights in and to the Service are reserved by Ambassify and its licensors. Except as expressly set forth in this license Agreement, no express or implied license or right of any kind is granted to Customer regarding the Service or any part thereof, including but not limited to any right to obtain possession of any source code, data or other technical material relating to the Service.
6.6. Customer and Ambassify shall not infringe each others Intellectual Property Rights of Ambassify.
6.7. Customer shall not decompile, reverse engineer or otherwise try to retrieve any source code owned by Ambassify.
6.8. Customer shall not use or register any trademark that is identical or similar to any trademarks, registered or unregistered, used by Ambassify. Any such action will cause harm to Ambassify for which Customer is liable.
7. Privacy and data protection
7.2. If, and to the extent, Ambassify processes any personal data of third parties or Users on Customer’s behalf when rendering the Services, Ambassify and Customer record their intention that, relating to the processing of the personal data of these third parties, Customer shall be the data controller and Ambassify shall be a mere data processor and in any such case:
7.2.1. Customer acknowledges and agrees that the personal data may be transferred or stored in any country of the European Economic Area and USA;
7.2.2. Customer shall ensure that it is entitled to transfer the relevant personal data to Ambassify, so that Ambassify may lawfully use, process, store and transfer the personal data for the purposes of rendering the Services;
7.2.3. Customer shall ensure that the relevant third parties whose personal data are processed have been informed of, and have signed the appropriate data processing agreements;
7.2.4. Ambassify shall process the personal data in accordance with these License and Use Terms and any lawful instructions reasonably given by Customer from time to time;
7.2.5. Customer acknowledges and agrees that the personal data shall be shared with Ambassify’s employees, representatives, officers, directors, agents, advisors, affiliates subcontractors and consultants who have a need to know such data for the purposes of rendering the Services;
7.2.6. Both, Ambassify and Customer shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.
7.3. Ambassify may retain and store personal data of Customer and personal data of third parties provided by Customer, for as long as reasonably needed to render the Services. However, upon expiration of the aforesaid period Ambassify will be entitled to keep storing and using said personal data for statistical, product development, research purposes, provided that (a) these data are anonymized, and (b) the processing respects the legal requirements.
7.4. Customer shall, to the extent permissible under law, indemnify Ambassify from and against all damages, losses and expenses of any kind arising from a User related to the Service. Such event could be a manager deleting Customer data by mistake.
8.1. EXCEPT IF AGREED OTHERWISE IN WRITING, ANY SUBSCRIPTION BY A CUSTOMER IS FOR A ONE-YEAR PERIOD OF TIME, AUTOMATICALLY RENEWED EVERY YEAR, UNLESS WRITTEN NOTICE IS GIVEN.
8.2. Both Ambassify and the User can terminate any subscription subject to notice: For Ambassify, that notice period is three (3) month before the automatic renewal of the subscription. For Customer, that notice period is two (2) months before the automatic renewal of the subscription.
8.3. A party may terminate the Agreement immediately if the other party is declared bankrupt or insolvent, ceases to trade, has a receiver or trustee appointed, or is subject to a similar procedure under any applicable law, or upon notice of fifteen (15) calendar days if a Customer has been in breach of any of the provisions of this License and Use Terms, and has not remedied such breach within fifteen (15) workdays of notice, notwithstanding Ambassify’ right to suspend any provision or access in the meantime and without any right of reimbursement of the paid fees.
8.4. On request of Customer, Ambassify will delete all Customers data after termination. Customer may request an export of its data into formats offered by Ambassify.
9. Force Majeure
9.1. Neither party shall be bound to comply with any of its obligations under these License and Use Terms if it is prevented from doing so through Force Majeure.
9.2. If the Force Majeure has lasted for more than thirty (30) calendar days, the other party will be entitled to terminate with immediate effect the License and Use Terms by written notification.
10. Support services
10.1. Except if agreed in writing between Customer and Ambassify, support and maintenance services are not included in the fee.
10.2. Customer will perform and support and maintenance according to the SLA (https://doc.ambassify.com/sla.html).
10.3. Customer recognizes that the office hours of Ambassify are Monday to Friday, 09.00h – 12.30h, 13.30h to 18.00h CET, excluding public holidays in Belgium.
11.1. Customer acknowledges that there are risks inherent to transmitting information over and storing information on the internet and that Ambassify is not responsible and cannot be held liable for any losses of data, including but not limited to personal data and any Customer Content, in connection therewith.
11.2. Customer acknowledges that Ambassify is not obligated to back up any Customer Content.
11.3. EXCEPT AS SET FORTH IN THIS AGREEMENT, THE SLA, THE DPA AND APLICABLE ANNEXES, AMBASSIFY PROVIDES THE WEBSITE, SERVICES AND APPLICATIONS ON AN ‘AS IS’ BASIS. THE USE OF THE AMBASSIFY WEBSITE, APPLICATIONS AND SERVICES IS AT CUSTOMER’S RISK. AMBASSIFY MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, COVENANTS OR REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, SUITABILITY, AVAILABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR USE OR PURPOSE.
11.4. To the fullest extent permissible under applicable law, Ambassify will have no liability, and any Customer waives any claim, based on the Website or the Applications, their performance and functions, any Services provided thereon, any content posted or created, or any transaction, service or functionality transacted or made available through the Ambassify Website, Services or Applications.
11.5. Ambassify’s liabilities (if any) are restricted to offering the technical possibility of accessing the platform, subject to availability of the internet, and Customer’s ability to access and use the functionality of Ambassify, the Website, the Applications and the Services. Ambassify will never be liable for any breakdown of its Website or Applications, interruption or malfunction of the functionalities provided, or any other malfunction or technical issues related to the operation of the Website or Applications.
11.6. Ambassify does not warrant that the Services, Websites and Applications are free of malware or other harmful components.
11.7. Ambassify will never be responsible for any links to third party websites, or any connection to or interaction with third party materials or functionality.
11.8. IN NO EVENT SHALL AMBASSIFY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHICH INCLUDES WITHOUT LIMITATION LOSS OF PROFITS, SAVINGS, TURNOVER, GOODWILL, REPUTATION OR DATA, WHETHER OR NOT SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY.
11.9. To the extent permitted by applicable law, Ambassify’ liability will in any event be limited to the lesser of the total value of monetary value paid by a Customer during the six (6) months preceding the cause of liability or 5% of the Annual Contract Value.
12. General provisions
12.1. Customer will not directly or indirectly solicit any Ambassify employee for employment during the term of the License and Use Terms and one (1) year thereafter.
12.2. AMBASSIFY IS ENTITLED TO MODIFY THE LICENSE AND USE TERMS AFTER PRIOR WRITTEN NOTIFICATION OF CUSTOMER BY ISSUING NEW VERSIONS THEREOF WITH SIMILAR FEATURES, WHICH WILL APPLY AS FROM THE DATE MENTIONED IN SUCH NEW VERSION.
12.3. Both parties are entitled to assign or transfer any subscription, any of its duties or rights granted, whole or partly, to any third party, after prior written notification to the other party.
12.4. If any provision of the License and Use Terms is held by a court of competent jurisdiction to be legally ineffective or unenforceable, such provision shall, to the extent possible, be deemed rewritten to reflect the original intent of the parties, and the validity of the remaining provisions shall not be affected.
12.5. Feedback and suggestions given by Customer to Ambassify may be used without any restriction or obligation to compensate, and Ambassify is under no obligation to keep them confidential, except if agreed otherwise in writing.
12.6. Ambassify shall not be bound by any other terms and conditions provided by Customer unless Customer notifies in writing that it intends such terms and conditions to apply and Ambassify accepts such terms and conditions in writing.
12.7. Derogations from these terms and conditions can only be established by a written and signed Agreement by both parties containing special conditions.
12.8. The exclusive place of jurisdiction with applicable law and with the competent courts for all aspects of the relationship between User(s)/Customer(s) and Ambassify (including these license and use terms and the rights and obligations arising as a result) is the registered office of the defendant, insofar as this is legally permissible.
12.9. Penetration/Vulnerability Tests. Customer may conduct once per calendar year and upon at least 30 days prior notice to Ambassify, either by itself or using a third party, penetration or vulnerability tests in order to verify the security measures and the timing and scope of such tests shall be by the mutual agree-ment of the Parties. Customer shall be required to inform Ambassify of all tests which it intends to carry out and provide Ambassify with all information required by it. If the test results reveal a substantial security incident, Ambassify shall promptly carry out remedial work required at no additional cost. If such security incidents cannot be remedied within a reasonable period of time set by Customer, Customer shall be entitled to immediately terminate this Agreement.