KONEKTU TERMS OF SERVICE

    1. PREAMBULE

Customer should read this solution agreement (“Agreement”) carefully before continuing registration and using the data processing web solution
(“Solution”).

Customer may click the “Sign Up” button or otherwise accept this Agreement by ordering paper version of this Agreement.

Accepting this Agreement Customer agrees to be bound by the terms and conditions of this Agreement.

    2. DEFINITIONS

Bizlynq

Means Bizlynq Systems Sp. z o.o. with its seat in Warsaw, al. gen. W. Sikorskiego 9A/66-A, 02-758 Warsaw (Poland), registered in Warsaw Registration Court under number 0000479425 and registered for VAT purposes in Poland under number PL5272700501.

Customer

Term Customer means the individual or entity that accepted the Agreement and uses the Solution upon the terms and conditions stipulated in the Agreement.

Confidential Information

By virtue of the Agreement, the parties of the Agreement may have access to information that is confidential to one another. Each party of the Agreement agrees to disclose only information that is required for the execution of the Agreement. Confidential Information means in particular data Customer transmits to Bizlynq’s Solution constituting proprietary information or technology or trade secrets or any information designated as confidential.

A party’s confidential information will not include information that: (a) is or becomes a part of the public domain, (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party, (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.

Bizlynq agrees to hold confidential information in confidence for a period of three years from the date of disclosure.

Also, Agreements’ parties agree to disclose confidential information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under the Agreement. Bizlynq will protect the confidentiality of Customer’s data residing in the Solution in accordance with the Bizlynq security practices specified in the services policies disclosed to Customer. Nothing shall prevent either party from disclosing the terms or pricing under the Agreement in any legal proceeding arising from or in connection with the Agreement or from disclosing the confidential information to a governmental entity as required by law.

Rights granted

Upon acceptance of the Agreement and for the duration of the access to the Solution defined in the Agreement, Customer has the nonexclusive, non-assignable, royalty free, worldwide limited right to use the Solution solely for Customer’s internal business operations and subject to the terms of the Agreement.

Intellectual Property

Intellectual Property means all patents, applications for patents, copyrights, moral rights, author’s rights, rights of publicity, mask works, trade secrets, know-how, contract rights, licensing rights and/or any other intellectual or proprietary rights recognized by any jurisdiction, whether now existing or hereafter arising. Intellectual Property also includes corporate names, trade names, trademarks, service marks or other proprietary designations.

Services

Services means all services data interrogation, reporting and interfacing actions performed automatically by the Solution upon the data imported to the Solution by the Customer.

Software

Software means any software, library, utility, tool or other program code, in executing (binary) or source-code form, developed in any language and under any methodology as well as the related documentation, provided by Bizlynq in any connection with a Solution. Software includes in particular web software accessed through the Internet or by other remote means including websites, portals, secure tunneling access and cloud-based solutions to utilize the Solution in accordance with this Agreement.

Hardware

Hardware means any computer and telecommunication devices owned and/or leased by Bizlynq based on which the Solutions is operating, maintained and serving the Services to Customer.

Solution” means the combination of the Services performed by the Solution with usage of the Software and Hardware provided by Bizlynq to Customer.

Third-Party Products” means any non-Bizlynq software, hardware or services provided, made available or otherwise used in connection with the Solution.

Trade Secret” means any Bizlynq information not commonly known or available to the public, which (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

    3. PAYMENT

Bizlynq charges amounts due for the access to the Solutions according to the following rules. Customer agrees to be charged for access to the Solution (according to the chosen Settlement Plan) or for any Services ordered as set forth in the Agreement. All fees due to Bizlynq under the Agreement are non-cancelable and the sums paid nonrefundable. Customer agrees to pay any sales, value-added or other similar taxes imposed by applicable law. Should any payments become subject to withholding tax, Customer gross up the amount due to Bizlynq and pay the said tax to the appropriate tax authority in accordance with applicable tax laws (Bizlynq receives whole amounts expressed in the appropriate Agreement concluded with the Customer to the full extent). Customer will promptly provide Bizlynq with receipts or documents evidencing these tax payments. Bizlynq is not liable for any taxes, penalty or interest due as a result of Customer’s failure to withhold any applicable tax. Customer will reimburse Bizlynq for reasonable expenses related to providing any on-site portion of the Services (if any). All amounts invoiced hereunder are due and payable within 14 days from the date of the invoice.

Payment must be made by credit card or other prearranged by Bizlynq payment method. Services are invoiced in accordance with the applicable Polish legal requirements. VAT tax rates are based on country of residence declared by the Customer; providing a country information is required before making any payments. The Customer agrees to receive invoices in electronic form from Bizlynq. Bizlynq reserves the right to charge a late payment fee of 2.5% per month against overdue amounts or the maximum rate permitted by law, whichever is less.

    4. ACTIVATION OF THE AGREEMENT

Referring to the Solution, after having accepted of the hereby Agreement, Customer will be granted with access to the Solution. The date of acceptance of the Agreement is the effective date of the commencing providing the access to the Solution by Bizlynq. Customer is responsible for providing, maintaining and monitoring dedicated email address for the receipt of notices and other communications related to the Solution.

    5. TERMINATION AND SUSPENSION AND MODIFICATION

Access to the Solution under this Agreement shall be provided for the undefined period unless earlier termination in accordance with the Agreement. At the end of the Agreement validity, all rights to access or use the Solution shall end. The Customer may terminate the Agreement by deactivation of his / her account in the Solution. Starting the date when an account is deactivated, the Solution becomes unavailable for the Customer and access is no longer provided. Starting the said date also all payments shall be no longer calculated by Bizlynq.

If any party breaches a material term of the Agreement and fails to correct the breach within 14 days of written specification of the breach, then the breaching party is in default and the non-breaching party may terminate the Agreement. If Bizlynq ends the Agreement as specified in the preceding procedure, Customer must pay within 14 days all amounts which have accrued prior to such termination, as well as all sums remaining unpaid under the Agreement plus related taxes and expenses. If Bizlynq ends the Services under the Indemnification section, Customer must pay 14 days all amounts remaining unpaid for services plus related taxes and expenses. The non-breaching party may agree in its sole discretion to extend the 14 day period for so long as the breaching party continues reasonable efforts to cure the breach.

Bizlynq may immediately suspend Customer’s password, account, and access to or use of the Solution (i) if Customer fails to pay Bizlynq as required under the Agreement or (ii) if Customer violates any provision within this Agreement. Bizlynq may terminate the Services hereunder if any of the foregoing is not cured within 14 days after Bizlynq’s initial notice thereof. Any suspension by Bizlynq of the access to the Solution shall not excuse Customer from his obligation to make payment(s) due under the Agreement.

At Customer’s request, and for a period of up to 60 days after the termination of the Agreement, Bizlynq may permit Customer to access the Solution solely to the extent necessary for retrieving files of Customer’s data from the Solution. In justified cases, Bizlynq may refuse of granting the above right. In such a case, written justification will be delivered by Bizlynq.

Customer agrees and acknowledges that Bizlynq has no obligation to retain Customer’s data and that Customer’s data may be irretrievably deleted after 60 days following the termination of the Agreement.

Provisions that survive termination or expiration of the Agreement are those relating to limitation of liability, infringement indemnity, payment, and others which by their nature are intended to survive.

Bizlynq, if applicable, may modify the functionality or features of the Solution at any time, provided that the modification does not materially denigrate the functionality of the Solution during being in force of the Agreement. Bizlynq, if applicable, will not be liable to Customer or any third-party for any such modification. From time to time, Bizlynq, if applicable, may change the location where the Solution is provided; provided, however, Bizlynq will remain responsible for the delivery of the Solution.

It may be necessary to perform scheduled or unscheduled repairs or maintenance, or remotely patch or upgrade the Software being the base for the Solution, which may temporarily degrade the quality of the Solution or access to the Solution or result in a partial or complete outage of the Solution. Although Bizlynq cannot guarantee that Customer will receive advance notice of repairs or maintenance, Bizlynq will endeavor to provide at least seven days’ notice of scheduled updates and patches or other maintenance actions.

    6. ASSIGNMENT

Customer may not assign this Agreement or any rights or obligations under this Agreement to a third-party without our prior written consent.

    7. ACCESS TO THE SOLUTION

A. Cloud access to the Solution.
Customer registers on the Solution website (https://app.konektu.io) and accepts the Agreement provided there. Having concluded the latter, Customer receives free-of-charge trial access to the Solution. Within this period, the Customer is entitled to verify Solution’s functionalities in the context of Customer’s business needs. After the said trial period, the Customer may choose of one of the payment options provided in the Settlement Plan (https://konektu.io/en/pricing). Acceptance of the chosen Settlement Plan means acceptance rules on payments expressed in hereby Agreement. If none option provided within the Settlement Plan is chosen after elapse of trial access, Customer is granted with free-of-charge, limited access to the Solution.

B. Information about the payment provider. Payments are processed by PayLane sp. z o.o. with headquarters in Gdańsk at ul. Norwida 4, postal code: 80-280, KRS: 0000227278. Additional information about privacy policies related to payment processing can be found at https://konektu.io/en/privacy-policy.

    8. WARRANTIES

BIZLYNQ WARRANTS THAT THE SOLUTION WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE AGREEMENT. BIZLYNQ DOES NOT GUARANTEE THAT THE SOLUTION WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT BIZLYNQ WILL CORRECT ALL ERRORS. CUSTOMER ACKNOWLEDGES THAT BIZLYNQ DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SOLUTION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. BIZLYNQ IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND ALL OTHER WARRANTIES OR CONDITIONS OR TERMS WHETHER EXPRESS OR IMPLIED ARE EXPRESSLY EXCLUDED, INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

    9. LIMITATIONS OF LIABILITY

BIZLYNQ’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO BIZLYNQ FORTHE SERVICES UNDER THE AGREEMENT THAT IS THE SUBJECT OF THE CLAIM IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGE IN CUSTOMER FAVOR AGAINST BIZLYNQ SHALL BE REDUCED BY ANY REFUND OR CREDIT RECEIVED BY CUSTOMER UNDER THE AGREEMENT AND ANY SUCH REFUND AND CREDIT SHALL APPLY TOWARDS THE LIMITATION OF LIABILITY.

BIZLYNQ IS NOT RESPONSIBLE (TO ANY EXTENT) FOR ANY BREACH OF ANY LEGAL PROVISION BEING IN FORCE IN ANY COUNTRY WHERE A GIVEN CUSTOMER HAS ITS SIEGE AND COMMITTED BY THIS CUSTOMER. BIZLYNQ DELIVERS THE SOLUTION WHICH IS A SERVICES PLATFORM FOR SOLE DISCRETION OF A GIVEN CUSTOMER AND ACCORDING TO THIS SHALL BE NEVER RESPONSIBLE FOR ANY DAMAGES TO ANY THIRD PARTY THAT MAY HAPPEN AS A RESULT OF ACTIONS OF ANY CUSTOMER USING THE SOLUTION.

    10. LICENSE

To the extent Software is provided as a part of the Solution, such Software is provided subject to the following terms:

A. Grant. For the applicable terms of the Agreement, and subject to the restrictions below, Bizlynq grants Customer a non-exclusive, limited, revocable license under its Intellectual Property rights to access and use the applicable Software and Solution as permitted by this Agreement.

B. Restrictions. Unless otherwise expressly permitted in this Agreement, without our prior written consent, Customer will not:

(i) permit any third-party to use the Software / Solution, unless such third-party is an appropriately authorized to do so solely as necessary for Customer to enjoy the benefits of the Solution, is bound by terms no less restrictive than those set forth herein and Customer is responsible for any breaches by such third-party;

(ii) copy, modify, translate, alter, adapt, publish, transmit, remove, reverse engineer, decompile, disassemble, reproduce, distribute, display, create derivative works, compilations or collective works based on or otherwise exploit any of the Software;

(iii) merge the Software with any other software;

(iv) sell, sublicense, rent, lease, grant a security interest in or otherwise transfer rights to the Software;

(v) benchmark the performance of the Software or Solution without our prior written consent;

(vi) use the Software to operate in or as a time-sharing, outsourcing or service bureau environment or in any way allow third-party access to the Solution; or

(vii) perform or fail to perform any act which would result in a misappropriation of Bizlynq’s intellectual property rights in the Solution.

C. Rights Reserved. THE SOFTWARE IS LICENSED, NOT SOLD. Except for the license expressly granted herein, Bizlynq, on behalf of itself and its licensors and suppliers, retains all right, title and interest in and to the Software and in all related Intellectual Property and its derivative works, including registrations, applications, renewals and extensions of such rights (“Works”). The rights in these Works are valid and protected in all forms, media and technologies existing now or hereinafter developed and any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, display, re-publication or performance of the Works, except as specifically permitted herein, is strictly prohibited. Bizlynq, on behalf of itself and its licensors and suppliers, retains all rights not expressly granted herein.

    11. FORCE MAJEURE

Bizlynq shall not be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; electrical, internet, or telecommunication outage that is not caused by Bizlynq; government restrictions; other event outside the reasonable control of Bizlynq. Bizlynq and Customer will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, each party may cancel unperformed Agreement upon written notice. This section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer’s obligation to pay for the services.

    12. PRIVACY

For information about our privacy practices, please read our global and country specific privacy policies at https://konektu.io/en/privacy-policy.

    13. CUSTOMER OBLIGATIONS

Client is responsible for keeping his / her account permissions, billing and other account information up to date. Due to ensure performance of the Solution, Bizlynq may obtain information related to Customer’s use of the Solution. Customer agrees that Bizlynq may use such information in an aggregated, anonymized form to assist in improving and optimizing various aspects of the Solution or in support of generic marketing activities related to the Solution.

Customer represents and warrants that has obtained all rights, permissions and consents necessary to use and transfer any data within and outside of the country in which is located. Customer is responsible for the data in the Solution. Customer understands and agrees that Bizlynq has no control over the content of the data processed in the Solution. Customer may not transfer his / her access to the Solution to a third-party. Bizlynq will be not responsible for any disclosures, modifications or deletions of Customer’s data done within the Solution.

Customer must use reasonable security precautions in connection with usage of the Solution and comply with the appropriate laws and regulations applicable to Customer’s usage of the Solution. Customer must cooperate with Bizlynq’s reasonable investigation of Service outages, security issues and any suspected breach of this Agreement. Bizlynq may add or modify restrictions on use of the Solutions, provided that the changes are commercially reasonable, consistent with industry norms and apply to all customers. Customer is solely responsible for backup of data transferred to the Solution.

Customer will be deemed to have taken any action that permit, enable or facilitate any person or entity to take related to this Agreement or any use of the Solution. Customer is responsible for the use of the Solutions by any person who gains access to Customer’s data or the Solution as a result of Customer’s failure to use reasonable security precautions, even if the use was not authorized by a given Customer. Customer will ensure that access to the Solution complies with Customer’s obligations under this Agreement. If Customer becomes aware of any violation of obligations under this Agreement, he / she will immediately let it know to Bizlynq.

Customer is responsible for selecting, obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Solution and for ensuring that the equipment is compatible with the Solution. Client is responsible for properly configuring and using the Solution (in case of stand-alone version) and taking own steps to maintain appropriate security, protection and back-up of data and software, including the use of appropriate encryption, back-up and archiving. Customer acknowledges that the Solution is not intended to replace and does not replace the need to maintain regular data back-ups or redundant data archives. Customer is responsible for maintaining back-up copies of data that may be stored or processed by Bizlynq in the course of our provision of Services through the Solution. Customer understands and agrees that Bizlynq is not responsible for any loss or corruption of data or software. Customer remains responsible for properly handling and processing notices claiming that data or software violates a third person’s rights.

    14. HIGH-RISK DISCLAIMER

SOLUTIONS MAY NOT BE USED IN HAZARDOUS ENVIRONMENTS REQUIRING 100% FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, LIFE-SUPPORT MACHINES OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOLUTIONS COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR ENVIRONMENTAL OR PROPERTY DAMAGE (“HIGH-RISK ACTIVITIES”). WHEN SOLUTION IS USED IN SUCH HIGH-RISK ACTIVITIES, BIZLYNQ WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT WOULD HAVE HAPPEN IN THE RESULT OF ANY CIRCUMSTANCES LAYING ON THE SOLUTION.

    15. INDEMNIFICATION

If a third party makes a claim against Customer or Bizlynq that any information, design, specification, instruction, software, service, data, or material furnished by Customer or Bizlynq infringes its intellectual property rights, Bizlynq or Customer, at its sole cost and expense, will defend the other party against the claim and indemnify this party from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the one party, if the party receiving the claim does the following:

• notifies the promptly in writing, not later than thirty days after receiving notice of the claim (or sooner if required by applicable law);

• gives the other party sole control of the defense and any settlement negotiations; and

• gives the other party the information, authority, and assistance this party needs to defend against or settle the claim.

    16. 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 in accordance with Polish law.

    17. DATA PRIVACY

In performing the services, Bizlynq will comply with the Bizlynq Privacy Policy, which is available at https://konektu.io/en/privacy-policy and incorporated herein by reference. The Bizlynq Privacy Policy is subject to change at Bizlynq’s discretion. However, Bizlynq policy changes will not result in a material reduction in the level of protection provided for your data during the period for which fees for the Services and Solution have been paid. The services policies referenced in the Agreement specifies our respective responsibilities for maintaining the security of Customer’s data in connection with the Services.

Bizlynq reserves the right to provide the services from locations, and/or through use of subcontractors, worldwide.

Customer agrees to provide any notices and obtain any consents related to your use of the Services and Bizlynq’s provision of the Services, including those related to the collection, use, processing, transfer and disclosure of personal information. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of his / her data.

    18. CUSTOMER REFERENCES

Customer agrees (i) that Bizlynq may identify Customer as a recipient of Services and user of the Solution and use Customer’s logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief Customer profile for use by Bizlynq on konektu.io for promotional purposes.

Latest update: February 22, 2018