This is an agreement between UniProgy s.r.o. (hereinafter referred to as "the Company"), the owner and operator of this website (hereinafter referred to as the "Site"), the Company software, and application collectively, including all content provided by the Company through the Company and the Site, (the "Services"), and you ("User" or "You" or "you" or "Your" or "your") a user of the Site.
By signing up on Site or by accessing the FestGears Platform, You agree to comply with and to be bound by these Terms, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If You do not understand or agree with these Terms, please do not use the FestGears Platform. UniProgy may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms where the prior version of the Terms was posted, or by communicating these changes through any written contact method UniProgy has established with You. You may not access the FestGears Platform if You are a direct competitor of UniProgy, except with UniProgy's prior written consent.
Access. Upon Your acceptance of the Agreement, UniProgy will provide You with login access to the Admin Console for the Term of the Agreement. Access to the Admin Console includes entering and updating content for Your event(s), pushing notifications to, and aggregating usage metrics from the App for Your event(s).
Content. All event data, materials and content ("Content") required for the App to operate properly must be supplied by You through the Admin Console or another App interface provided by UniProgy currently or in the future. Failure to provide all Content required for successful operation of the App does not invalidate the Agreement or Your obligation to pay for the FestGears Platform. Content may also include information or materials which You obtain from third party sites and cause to be presented through the App. You represent and warrant that: (i) all Content is correct and current, is owned by You or You have the right to grant the license set forth below in these Terms; (ii) provision and/or use of Content hereunder shall not violate or infringe the intellectual property, privacy or publicity rights of any third party; and all placements of Content have been approved for UniProgy's use. You further represent and warrant that Your execution, delivery and performance of the Agreement will not violate, conflict with, or require additional consent under any applicable law or contractual arrangement that You are a party to. You shall defend, indemnify and hold UniProgy harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by UniProgy or which are agreed by UniProgy to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by You. You grant UniProgy a limited, non-exclusive right and license to use the Content (including copyright, trademark, patent, publicity or other rights) for UniProgy to provide the FestGears Platform and the right to disclose the Content to third-party service providers to operate the FestGears Platform.
Mobile Platforms. Use of the FestGears Platform to deploy an App for Your event(s) will be subject to rules and procedures established by the third parties that operate and control the applicable online marketplaces for mobile device applications (collectively, including Apple and Google, the "Mobile Marketplaces"). You acknowledge and agree that: (i) You, Your employees and any agents acting on Your behalf shall abide at all times by such rules and procedures and any changes thereto; (ii) UniProgy has no control over such rules and procedures, and cannot be responsible for ensuring performance or availability of any Mobile Marketplace; (iii) UniProgy is not liable for any delays in the delivery or deployment of Your Apps caused by changes to, or Your failure to adhere strictly to, any such rules or procedures; and (iv) UniProgy is not liable for any delays in the delivery or deployment of Your Apps due to a lack of availability or downtime of any Mobile Marketplace. Without limiting the generality of the foregoing, You agree (i) not to use Your Apps for the purpose of sending unsolicited messages to end users or for the purpose of phishing or spamming, including, but not limited to, engaging in any types of activities that violate anti-spamming laws and regulations, or that are otherwise improper, inappropriate or illegal; and (ii) not to make use of push notifications in a manner which is excessive, as may be determined by the applicable Mobile Marketplace.
Build Process and Minimum Timelines. A timely release of Your App requires that all Content be submitted and approved for submission to the Mobile Marketplaces no later than 14 days prior to Your expected App launch date. The Admin Console shall continue to be available to You to add and modify Content before, during and after publication.
Review and Submission. All Content must be submitted through the Admin Console, and You are solely responsible for the build of the App through the Admin Console. You will have access to UniProgy support staff as stated in Section Support, and You will have an opportunity to review and make changes prior to submission of the App to the applicable Mobile Marketplaces. The App needs to be submitted to the applicable Mobile Marketplaces, and You acknowledge and agree that UniProgy shall bear no expenses and assumes no risk or liability for any administrative actions performed by UniProgy needed to submit the App to the applicable Mobile Marketplaces on Your account, if applicable.
Upgrades.During the term of the Agreement, if UniProgy upgrades the version of the App or Admin Console You are using under the Agreement, You will not be charged an upgrade fee. Should UniProgy offer additional optional software modules in the future that complement the App or Admin Console, You may elect to purchase the optional software modules for an additional fee.
Software Releases. UniProgy provides technical support for UniProgy Apps which are based on the most current release of the App or prior versions of the App for releases occurring up to six (6) months prior to the current release. Customers will be provided opportunities to upgrade their existing Apps to the most current App release.
During the term of the Agreement, UniProgy agrees to provide You with access to the FestGears Support Center via email or online chat which is available in Admin Console, during our standard support hours of Monday – Friday, 9:00am to 6:00pm (GMT) except for holidays which are federal or national banking holidays. If you have chosen App to be published under UniProgy account in Mobile Marketplaces, three hundred and sixty (360) days after Your last event, or upon expiration of the current Term of the Agreement if later, the App(s) for Your event(s) may be removed from its stores and Mobile Marketplaces, and UniProgy shall retain no obligation to support, update or maintain such App(s).
Confidentiality. Each party shall maintain the confidentiality of all information and data of the other and its affiliates, that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in connection with the Agreement and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such confidential information without the prior written consent of the other party. The restrictions in this Section do not apply to any information which: (i) at the time of disclosure or thereafter is generally available to and known by the public or any third party (other than as a result of an unauthorized disclosure directly or indirectly by the non-disclosing party), (ii) was or becomes available to the non-disclosing party on a non-confidential basis from a source other than the disclosing party, (iii) has been independently acquired or developed by the non-disclosing party without violating any of its obligations under the Agreement. The terms and conditions (including pricing) of any order for UniProgy products or services shall be deemed the Confidential Information of both You and UniProgy. You acknowledge that mobile devices may be lost or stolen, and the transmission, processing or storage of sensitive information on such devices creates certain security risks that UniProgy cannot mitigate, including without limitation onward dissemination of Content by attendees of the event(s). Therefore, Customer agrees that UniProgy is not responsible for the unauthorized dissemination of any Content distributed to a mobile device through the FestGears Platform.
License. Subject to Your acceptance and continuing adherence to these Terms, UniProgy grants You a nonexclusive and nontransferable license to access and use the FestGears Platform during the Term hereof solely for the purpose of configuring and deploying an App for Your event(s).
No Title. This license confers no title or ownership in the FestGears Platform or any component thereof. This license is not a sale of any rights in the FestGears Platform including any instances of the App published for Your event(s). The FestGears Platform is owned by UniProgy and You must treat it like any other copyrighted material.
No Subsidiaries. This Agreement is for Use on behalf of a single company or organization. You may not use this software on behalf of multiple companies or organizations.
No De-compilation. You may not copy or modify the App, reverse engineer it or disassemble/de-compile the App.
No Source Code. You will not receive or have access or license to any source code for the App.
Except as otherwise agreed in writing and signed by an authorized officer of both parties, all payments due to UniProgy shall be due and payable in full within thirty (30) days of receipt by You of a proper invoice.
UniProgy may, at its option, elect to terminate the Agreement and restrict Your access to the Admin Console and availability of the App for failure to pay any fees associated with the Agreement that are past due by more than sixty (60) days.
Either party may elect to terminate the Agreement: (i) upon written notice to the other party of a material breach of obligations by that party regarding the Agreement unless such material breach is cured within thirty (30) days after such notice; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership.
You will not use the FestGears Platform in any manner which exceeds the scope of Your license under Section License Grant of these Terms, or which violates Your obligations of these Terms, or for any illegal purpose or in a manner which in UniProgy's reasonable judgment creates a foreseeable risk of harm to the FestGears Platform, other UniProgy customers or third parties (all the foregoing "Prohibited Uses"). If You do use the FestGears Platform for any Prohibited Uses, UniProgy may immediately suspend or terminate Your access to the FestGears Platform. UniProgy may also take any self-help remedies necessary to prevent continued Prohibited Uses, including, but not limited to, deleting infringing content and/or removing access to contact information of individuals who lodge complaints with UniProgy. You are still responsible for full payment of your Agreement even if Your access to the FestGears Platform is suspended or terminated for Prohibited Uses.
We, in our sole discretion, have the right to suspend or terminate your Account and refuse any and all current or future use of the FestGears Platform, or any other of our services, for any reason at any time. The reasons we might do this include your violation of these Terms. Such termination will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all Content in your Account. We reserve the right to refuse service to anyone for any reason at any time.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR INDEMNIFY THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOST SAVINGS, COST OF COVER OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE FESTGEARS PLATFORM, THE ADMIN CONSOLE, OR THE APP OR SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL UNIPROGY BE LIABLE OR INDEMNIFY YOU FOR: (I) ANY DAMAGES CAUSED BY YOUR FAILURE TO PERFORM YOUR RESPONSIBILITIES; OR (II) ANY CLAIMS OR DEMANDS OF THIRD PARTIES EXCEPT AS EXPRESSLY STATED IN THESE TERMS.
IN ANY CASE, UNIPROGY'S ENTIRE LIABILITY AND INDEMNITY OBLIGATIONS UNDER ANY AND ALL PROVISIONS OF THE AGREEMENT (IN THE AGGREGATE FOR ALL CLAIMS) SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR USE OF THE FESTGEARS PLATFORM WITHIN THE PAST TWELVE (12) MONTHS OF THE TERM. IF NO FEE IS PAID TO UNIPROGY, UNIPROGY DOES NOT RETAIN ANY LIABILITY.
THESE LIMITATIONS OF LIABILITY WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT.
Governing Law. The Agreement shall be governed by and interpreted in accordance with the laws of Czech Republic, without reference to its conflict of law principles, and shall be subject to the jurisdiction of the courts of Czech Republic.
Assignment. Except for assignment to a party's affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party's prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, UniProgy may subcontract the provision of Services in whole or in part to a UniProgy affiliate. The Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
Force Majeure. Neither party shall be declared in default by reason of any failure to comply with the terms of the Agreement, if such failure is due to ‘acts of God', acts of government, fires, floods, epidemics, unavailability of materials, criminal acts, unavailability of third party communications facilities or services, unavailability of utilities or any cause or condition beyond their control, whether foreseeable or not.
Legal Fees. The prevailing party in any legal action to enforce or interpret the Agreement shall be entitled to recover reasonable attorney's fees.
No Third Party Rights. The Agreement is not intended to, and does not confer any rights, benefits or remedies upon any person other than the parties.
Customer List. You agree that UniProgy may use Your organization's name and logo, and may use images that are posted in the Mobile Marketplaces to identify You as a customer of UniProgy on UniProgy's website, in investor documents (whether or not filed with the Securities and Exchange Commission), and as part of a list of UniProgy's customers for use and reference in UniProgy's corporate and marketing literature.