Terms and conditions

Last updated date: 28 Mar 2023
  1.  Initial Provisions
    1. Please read these Terms and Conditions (“Terms”) carefully as they form a binding legal agreement between you and company ErlaServers s. r. o., having its registered seat at Veľký diel 3323/1, 010 08 Žilina, Slovak Republic, ID No. 54 385 504, registered in the Business Register of the District Court Žilina, Slovak Republic, Section Sro, Insert No. 81219/L, TAX ID. 2121652819, VAT ID. SK2121652819, phone number: +421 907 188 008, email address: hello@seenode.com (“Provider”). 
    2. Provider´s website (Seenode) and any other sites or subdomains of Provider (collectively, the “Site”) and the information on it are controlled by Provider. These Terms govern the use of Platform located on the Site and apply to all visitors to the Site and those who use the services and resources available or enabled via the Site as the Team Owner or User (each a “Service” and collectively, the “Services”). Site is accessible globally. 
    3. By accessing the Site or accessing, using or continuing to use the Platform and Services you signify that you have read, understand, and agree to be bound by these Terms (as amended) in its entirety. If you do not agree, you should not use the Site or use the Platform and Services. The use of the Site, Platform and any Services is void where such use is prohibited by, would be subject to penalties under Applicable Laws and these Terms, and shall not be the basis for the assertion or recognition of any interest, right, remedy, power, or privilege.
    4. These Terms are automatically incorporated by reference into the relevant Agreement between the Team Owner and Provider governing the use of the Platform and Services. 
    5. These Terms are governed by the Applicable Laws and shall apply solely to the use of the Site, Platform and Services referred to herein. These Terms are also applicable to any and all use of the Provider´s Services regardless of whether these Services have been ordered, used or purchased before the Effective Date as specified in these Terms. These Terms completely replace any prior terms and conditions, including any previous versions of Terms.
    6. These Terms are published on the Site and are available to all visitors of the Site, Team Owners and their Users. 
    7. Definitions and Interpretation to these Terms and compliance with DSA are attached as Annex 1 and Annex 2 and form an integral part of these Terms. 
  2. Subject matter of these Terms
    1. According to these Terms:
      1. the Provider undertakes to make the Platform and the ordered Services available to the Team Owner (and their Users) during the Term of the Agreement and Orders; and 
      2. the Team Owner undertakes to access and use the Platform and Services to the extent and in accordance with these Terms, the Agreement and the Order´s and to pay the Provider the Fee and other payments in the amount as specified in these Terms, the Agreement and the Order´s thereof. 
    2. The Team Owner acknowledges that the Services according to these Terms are provided:
      1. as B2B (business-to-business) and not B2C (business-to-consumer) services. 
      2. in the form of PaaS via the internet using the Cloud infrastructure of the Provider´s subcontractor. The Team Owner acknowledges that the Provider is bound by the terms and conditions of the Provider´s subcontractors. By accepting these Terms, the Team Owner agrees that some parts of the subcontractor´s related terms and conditions may be applicable to or binding on the Team Owner (and their Users) or may amend these Terms. A list of the Provider´s subcontractors is available here: List of Provider's subcontractors
      3. directly by the Provider which is not the agent or representative of any other providers. 
  3. Conclusion of the Agreement
    1. The Services are provided to the Team Owner (and their Users) through the Account. The Team Owner acknowledges that registering the Account is a prerequisite for accessing the Platform and using the Services. 
    2. The Team Owner registers their Account on the Site by completing the electronic Registration Form either (i) by using the Team Owner's business email and selected password, or (ii) by using the account credentials from other service providers integrated through the API.   
    3. Before submitting the Registration Form, the Team Owner shall confirm that (i) it has read the entire content of these Terms in the wording valid and effective on the day of submitting the Registration Form and expressly agrees with all of their provisions, (ii) the person completing the Registration Form is allowed and authorized by the Team Owner to act on behalf of the Team Owner under these Terms (in particular to register an Account, conclude the Agreement and place/approve Orders), (iii) all data in the Registration Form are true, complete, updated, and not misleading. Failure to do so constitutes a breach of these Terms, which may result in the immediate termination of the Agreement and concluded Orders by the Provider.
    4. The Agreement between the Team Owner and the Provider becomes valid and effective upon the successful registration of the Account. A notice confirming the Account´s successful registration will be sent to the Team Owner's email address provided in the Registration Form.
    5. The Agreement is concluded solely in electronic form and in English. Unless specified otherwise in these Terms, the Agreement can only be amended by a written agreement between the Parties (this includes email or any other electronic messaging available on the Platform). The Team Owner consents to the use of remote communication methods for concluding the Agreement and will bear all associated costs. 
    6. The Team Owner undertakes to:
      1. to notify the Provider in advance about any changes to data in the Registration Form and Account, and
      2. to keep all data in the Account up-to-date, accurate, complete and not misleading (otherwise, the Provider is not liable for any claims arising from such breach of the Team Owner's obligations and does not guarantee full and timely access to the Platform and Services), and
      3. to safeguard the Team Owner's login details used to access the Account and Platform, being responsible for any activities or actions under the Team Owner's login details and within Teams in the Account, and
      4. not disclose the Team Owner's login details to any third party (except their Users) or misuse them, and
      5. notify the Provider immediately upon becoming aware of any breach of security or unauthorized use of the Account, and
      6. not use as login details the name of another person or entity or phrases that are not lawfully available for use, are offensive, vulgar or obscene, or are trademarks or sentences subject to the intellectual property rights of another person or entity.
  4. Services
    1. The Team Owner (and their Users) may use the Platform through either:
      1. the basic free Package of Services (“freemium model”) immediately available after registration of the Account, or 
      2. one or more paid Packages of Services (“paid models”) ordered by the Team Owner (and their Users) as specified herein. 
    2. The Team Owner (and their Users) places an Order for the selected paid Package by duly completing the electronic Order Form on the Platform, which includes (i) billing information of the Team Owner such as business name, registered seat or place of business, ID No., TAX ID, VAT ID, billing debit/credit card and billing email (if different from the email in Registration Form), and (ii) billing Team (if applicable).  
    3. The Order is a binding proposal for Team Owners (and their Users) for one or more paid Service Packages. By placing the Order, it is immediately considered effective and complete, and the Team Owner is obliged to pay the Fee for the ordered Service Packages. By enabling the ordered Service Packages, the Providers accept the proposal for the ordered Package(s) of Services.
    4. The Team Owner confirms that it was notified of all relevant information as defined in  Article 5 of Act on E-Commerce before concluding the Agreement and placing an Order. The Parties agree and confirm that this information is provided in English.  
    5. By placing an Order the Team Owner confirms that all data in the Order Form is true, complete, updated and not misleading. The Team Owner undertakes to:
      1. notify the Provider in advance about any change to such data, and
      2. keep all data in the Order Form or in the Account updated, true, complete and not misleading. Otherwise, the Provider is not liable for any claims that may arise from a breach of this obligation by the Team Owner. 
    6. The Team Owner may (i) create an unlimited number of Teams (ii) add Users to a Team/approve the addition of Users to a Team (in unlimited or limited numbers of accesses depending on the selected Package). A User becomes a member of the Team by accepting the invitation to register their User ́s account and to be added to the Team by the Team Owner. 
    7. The User may use the Platform and Services within the scope of free or paid Package authorized by the Team Owner. The Team Owner declares and warrants that it is fully liable for the Content and for all activities of Users within the Team. Furthermore, the Team Owner confirms that all activities of the Users invited to the Team (including Orders placed by the Users within the Team) are fully approved by the Team Owner and the Provider bears no responsibility for any actions of the Users within the Team of the Team Owner.   
    8. Upon the Team Owner´s request, the Provider may offer Other Services (either free of charge or for a fee) including (i) implementation, (ii) custom development and change requests, (iii) consulting and support services, and (iv) defect removal. These Other Services will be under a separate agreement with the Provider.
    9. The Team Owner acknowledges that any request for custom features, changes, customizations, and modifications will be separately analyzed by the Provider upon the Team Owner's request. If the Provider accepts such a request it will prepare an offer including a fee estimate for the work. The Team Owner acknowledges that any custom features, changes, customization and modifications become an integral part of the Platform and Services and are the proprietary Intellectual Property Rights of the Provider (with the Provider having the exclusive license to use and sublicense them to other Team Owners). The Team Owner may use them if they have obtained the right from the Provider. 
  5. Third party services 
    1. The Team Owner acknowledges that the Provider interacts with third-party providers and services through APIs. For this purpose, the Provider adopts relevant documents and policies and reserves the right to change and modify them at its sole discretion and without prior notice to the Team Owner. 
    2. The Team Owner acknowledges, that (i) changes and modifications to documents and policies as specified in the previous Clause herein may adversely affect the use of the Platform and the Services, and the Provider shall not be liable for the impact of such changes and modifications on the use of the Platform and the Services; (ii) the Provider only provides integration and does not provide third-parties services itself, i.e. it is not liable for any such services of third parties; (iii) the Provider may also subcontract any of its obligations under these Terms (in particular, hosting and maintenance services) and/or use representatives even without the Team Owner's prior consent; however the Provider shall remain responsible for the performance of such subcontractors according to these Terms. 
  6. Content 
    1. By concluding the Agreement, the Team Owner hereby grants to the Provider:
      1. an exclusive, territorially and temporally unlimited and free-of-charge right (license) to use, store, host, process, transfer, display, perform, reproduce, distribute, copy, publish, export, adapt, edit and translate the Content, in part or in full (exempt for the Team Owners personal data, Feedback and Source Codes which are specifically regulated in Clauses 6.2, 6.4 and Clause 10. of these Terms) to the extent reasonably required for the performance and exercise of the Provider's rights and obligations under these Terms and for providing its Services. The Team Owner also grants the Provider the consent to sub-license, assign or transfer (in part or in full) these rights to its providers;
      2. Additionally, the license under the Clause of 6.1.1 to use the Content in an aggregated, anonymized form for the Provider´s internal purposes, product improvement and business shall remain valid and effective even after the Term of the Agreement. 
    2. When purchasing Package, the Team Owner may specify the geographic region and jurisdiction in which the Team Owner´s Content will be stored. The Team Owner consents to the storage of its Content in, and transfers the Content into, the geographic region and jurisdiction it selects. Unless otherwise agreed in writing between the Parties, the Team Owner agrees that the Provider may transfer and store the Content in other geographic regions or jurisdictions at its sole discretion. 
    3. By providing the Feedback, the Team Owner grants to the Provider an exclusive, territorially unlimited, materially and temporally unlimited and free-of-charge right (license) to use the Feedback (in whole or in part) for any purposes permitted by Applicable Laws including the right to publish it. The Team Owner also consents to the Provider transferring, assigning and sublicensing these rights (in whole or in part) to other third parties.  
    4. If the Team Owner submits any defect reports or suggestions for modifications to the Provider, the Team Owner hereby grants the Provider an exclusive, territorially, materially and temporally unlimited and royalty-free right (license) to use these reports. This includes the right to incorporate them into the Provider´s Platform, Services or other software products, without any obligation to the Team Owner.
    5. In order to use Platform and/or Services, the Team Owner upon request from the Provider agrees to make the Source Codes available to the Provider through a repository and grant the Provider a Source Code License under the following conditions:
      1. non-exclusive, territorially unlimited and temporally limited (during the Term of the Agreement), free-of charge right to use, store, host, process, transfer, display, perform, reproduce, distribute, copy, export, adapt, edit (Source Code License) the Source Codes as necessary and required for the proper provision of Services or Other Services and for proper access to and use of the Platform;
      2. the Provider is prohibited from sub-licensing, transferring or assigning the Source Code License to any third party without prior written consent from the Team Owner. However, this restriction does not apply to the Provider´s affiliates, controlling and controlled entities and legal successors. Failure to grant consent will be interpreted as if the Team Owner had granted approval. 
    6. The Team Owner declares, that by granting the rights according to Clauses 6.1 to 6.5 of these Terms:
      1. it is fully authorized, without restrictions, to exercise such rights to the Content (and its parts), including Feedback and Source Codes and does not infringe the intellectual property rights of any third party; i.e it has settled all claims of persons who might have any the title to them or to their parts;
      2. it did not grant any previous rights to use the Content (and its parts), including Feedback and Source Codes to any third party that would prevent the Provider from using them to the extent as permitted in Clauses 6.1 to 6.4 of this Terms;
      3. it is not entitled to change, modify and/or improve the Platform based on the Content provided to the Provider and the Provider itself shall decide about any changes, modifications and/or improvements to the Platform based on the Content; 
      4. if any person brings a claim against the Provider due to infringement of its/his/her intellectual property rights to Content (including Feedback and Source Codes), the Team Owner undertakes to (i) promptly obtain consent from such third party for their use at its own expense, or (ii) to promptly modify them so that their use by the Provider does not infringe any intellectual property rights of the third party, and to (iii) compensate the Provider for all and any costs, damages and claims incurred by the Provider due to a breach of this Team Owner's obligation and declaration. 
      5. if it suffers damage as a result of Content (including Feedback and Source Codes) loss, the Provider shall not be liable; i. e. the Team Owner shall be responsible and obliged to regularly perform full backups of its Content (including Feedback and Source Codes).
    7. The Team Owner acknowledges that it holds and retains any copyrights and other ownership rights it may hold in its Content, Feedback and Source Codes.  
  7. Fee and Payment Conditions
    1. The Team Owner acknowledges that most Services or their parts are available only as part of a paid Package(s) of Services. Upon completing an Order for such a paid Package, the Team Owner shall pay the Provider the relevant Fee for each Team separately. 
    2. Fee for each paid Package of Services is calculated based on the number of hours spent by the relevant Team Owner´s Team(s) in a given month using such Package and the hourly fee for such Package as listed in the Price List in the Account. The Fee will be charged monthly for the preceding month in the form of Cashless Payment. 
    3. A monthly record of the hours spent using the relevant paid Package(s) of Service/s by each Team Owner's Team and also Invoices are available in the Team Owner's Account. The Fee and other payments according to these Terms will be charged in US Dollar. 
    4. Due date of the Fee is agreed as follows:
      1. for the initial period after the Order (“Initial Period”), the Fee will be automatically withdrawn from the Team Owner's debit/credit card, at the moment when the total amount of the Fee for using the Platform by each Team reaches a threshold limits as defined in the Account (“Threshold”);   
      2. for the standard period after the Initial Period (“Standard Period”), the Fee will be automatically withdrawn from the Team Owner's debit/credit card on the 1st day of the following month of using the Platform by each Team. 
    5. The Fee and all amounts stated in or in relation to these Terms are, unless agreed otherwise, exclusive of any applicable VAT and other taxes which will be added (if applicable) to the Fee and to those amounts in accordance with the Applicable Laws or other relevant law. 
    6. In the event the Team Owner places/terminates an Order for paid Package(s) or Started Period commences during the calendar month, then the Team Owner is obliged to pay the Fee and other payments aliquot.
    7. The Provider uses the Payment Gateway to bill the Team Owner through a payment account linked to the Team. The Processor of the Payment Gateway (i) stores the Team Owner's payment debit/credit card information, (ii) automatically withdraw the amount of due Fee from the Team Owner's debit/credit card after the Threshold is reached or for each calendar month, (iii) issues and sends the Invoices to the Team Owner and (iv) refunds the payments to Team Owner if it becomes entitled to such refund under these Terms, Order or the Agreement within the period as specified in the terms of the Processor of the Payment Gateway. The Team Owner may, at any time, change, remove or add the new debit/credit card or payment card information and link it to the Team. 
    8. The processing of the Fee through Payment Gateway will be subject to the terms and conditions and privacy policy of the Processor of the Payment Gateway in addition to these Terms. The Team Owner acknowledges, that the Provider is not responsible for any error by, or other acts or omissions of, the Processor of the Payment Gateway. 
    9. The Team Owner, by placing the Order for the paid Package(s) (i) agrees to pay the Provider, through the Payment Gateway, all charges and fees at the prices then in effect according to the Price List for any use of such paid Package/s of Services and in accordance with the applicable payment terms, (ii) authorizes the Provider to charge the Fee through such Payment Gateway. 
    10. Each payment of the applicable Fee will be withdrawn automatically from the Team Owner's credit/debit card by the Processor until either Party terminates the Agreement or Order to which the relevant payment of the Fee relates by one of the methods set out in these Terms. Should automatic withdrawal fail to occur for any reason within the period as specified in Clause 16.6.2 and 13.6.3, the Provider may withdraw from the Order or from the Agreement according to Clause 13 of this Terms.
    11. The Invoice will be delivered to the Team Owner by the Processor (i) through the Account, (ii) through the Team Owner's payment account established in the Payment Gateway, (iii) as an annex of the email sent to the Team Owner. To avoid any doubt, the Invoice shall be deemed to have been delivered on the expiry of 3 (three) working days from the date of the evidenced sending of the Invoice by the Processor to the Team Owner. 
    12. If the Provider provides the Other Services to the Team Owner, such Other Services will be charged and invoiced based on the fee estimate agreed in advance by the Parties and time and material spent by the Provider. The Invoice will be delivered to the Team Owner by the Provider. 
    13. According to the Section 71 (1) (b) of the Act on VAT, the Team Owner hereby grants consent and authorization to the Provider and the Processor to issue Invoices under these Terms exclusively in electronic form and to send them in PDF format to the Team Owner´s registered email address and through the Account. Such an Invoice shall be deemed a tax document according to Section 71 (1)(a) and (b) of Act on VAT and shall constitute submission and delivery of a bill for rendered Services under these Terms.  
    14. The Team Owner hereby declares that they have exclusive access to the electronic email address to which the electronic Invoices will be sent and acknowledges that neither the Provider nor the Processor shall be liable for any breach, loss or damage occurring due to (i) unauthorized access to and leakage of information and trade secrets from the mailbox linked with the email address to which the electronic Invoice will be sent, (ii) theft, misuse, or damage of the devices used by the Team Owner. 
    15. The Team Owner undertakes to notify the Provider and the Processor in advance about any changes to the email address to which the electronic Invoices will be sent or about other information that may affect the electronic invoicing.
    16. The moment of payment of the relevant payment of the Fee is the moment of withdrawing the full amount of such fee from the Team Owner's debit/credit card through the Payment Gateway. In the event the Fee or any part thereof is not duly paid by the Team Owner when due, such fee shall be subject to a late payment interest of 0.05 % per day until such fee is fully paid to the Provider along with this late payment charge.
    17. The Team Owner acknowledges and agrees that the Provider may reassess and increase the fees of the Packages and any charges for the Services due to the (i) changes in the market situation, (ii) increased costs or fees of the Provider or third parties or (iii) inflation. Such increase shall be effective and implemented by the Provider with a 15 (fifteen) days prior notice period. If the Team Owner does not agree with such price increase, it may withdraw from the Agreement or relevant Order to which the increase of fee relates with immediate effect by written notice sent to the Provider according to Clause 13.5.3 of these Terms.  
    18. The Provider may, at its sole discretion, provide a discount of the Fee and other payments according to these Terms, a discounted offer, or a promo code for the Services. The Team Owner acknowledges that it is not legally entitled to claim such discounts, discounted offers or promo codes. 
  8. Acceptable Use
    1. By accessing the Site and during the Term of the Agreement, the Team Owner (also visitors and Users) may use the Platform and the Services only in accordance with these Terms. 
    2. The Team Owner, their Users undertakes to prevent any unauthorized access to Account or use of the Services and undertakes to use reasonable endeavours, including reasonable security measures to ensure that no unauthorized person may have access to the Account, Team and to Platform. The Team Owner undertakes to notify the Provider about any unauthorized access and use of the Account and the Services and also about loss, thief or misuse of the Account login details immediately after it becomes aware of it. The Team Owner is obliged to ensure that Users will also comply with the obligations as specified herein.
    3. The Team Owner (including visitors, Users or any third party authorized by the Team Owner) shall not use the Platform and Services in any way that:
      1. causes, or may cause damage or loss to the Platform and Services or impairment of the availability or accessibility of the Platform or Services, or any of the areas of, or on, the Platform or in Services; 
      2. is unlawful, illegal, inappropriate, offensive, obscene, libelous, fraudulent, deceptive or harmful or maliciously false, untrue, inaccurate, dishonest or misleading and/or is connected with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity; 
      3. infringes any person's or party's legal and personal rights, personality and privacy or be offensive, deceptive, abusive, harassing, discriminative, threatening or hateful or cause annoyance, inconvenience or needless anxiety, offends, damage loss or injury;
      4. constitutes or contains negligent statement, incitement to commit a crime, extremism or hate, or the promotion, justifications of violence, cruelty, war, inhuman acts and criminal activity or constitute a breach of any rights protected by relevant legislation, confidentiality or contractual obligation of the Provider or any third person;
      5. results or may result in illegal, fraudulent or other wrongful conduct, in particular in (i) violation of any Applicable Laws and other relevant legislation, (ii) distributing defamatory, obscene or unlawful content, (iii) transmitting any information or data that infringes any Intellectual Property Rights or that is otherwise libelous, unlawful, or tortious;
      6. is not in compliance with the permitted use of the Platform and Services, with the Documentation, Applicable Laws and other relevant legislation, good morals, fair business principles and case law applicable for relevant territories;
      7. frames or mirror any content forming part of the Services;
      8. circumvents any timing, use or functionality restrictions built into the Services;
      9. misuses the Platform and the Services, e. g. interfere with the Platform and the Services or try to access them using a method other than the interface and the instructions the Provider provides;
      10. contains or is used to initiate a denial of Platform attack, Services viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots, or spyware;
      11. infringes the Intellectual Property Rights of the Provider or other third parties;
      12. makes the Platform available over a network;  
      13. contains or consists of any professional advices which require the professional licenses (such as legal, financial, tax, accountancy etc.);
      14. is capable of giving rise to legal action against any person (in any jurisdiction and under any applicable law);
      15. do any other similar harmful activity in relation to Platform, Services, Provider or third parties.
    4. The Team Owner undertakes to ensure that Content uploaded, stored or processed by the Team Owner, their Users and any other authorized third parties while using the Platform and Services shall not contain or be used for any activity as specified in Clause 8.3 herein. 
  9. Intellectual Property Rights
    1. The Team Owner acknowledges use of the Platform and Services does not confer ownership or rights in any Intellectual Property Rights related to the Site, Platform and Services, Documentation or accessed content. The Provider, along with its suppliers and licensors as applicable, retains all rights, titles and interests in the Site, Platform and Services, including all proprietary and Intellectual Property Rights in the Documentation and content. 
    2. The Provider (and potentially its suppliers and/or licensors, if applicable) owns and retains all rights, titles and interests in all photographs, images, video recordings, video-audio recordings, presentations, branding, logos and registered trademarks of the Provider as well as other graphic designs contained on the Site. Neither the Team Owner nor any of its Users or third party are entitled to handle, distribute, process, or use them in any way without the prior consent of the Provider. All photographs, images, graphics, video recordings and video-audio recordings displayed on the Provider's Site are for illustrative purposes only and do not determine the quality or method of execution of the Services.
    3. The Provider also owns and retains all rights, titles and interests in the Services including all updates, upgrades, amendments, modifications, improvements and enhancements thereto. Additionally, this ownership extends to any software, applications, inventions or other technology developed in connection with the implementation of Services as well as information derived from the aggregated and anonymised Team Owner´s Content. 
    4. By concluding the Agreement, the Provider grants the Team Owner (and their Users) access, i.e. non-exclusive, territorially unlimited and temporally limited (during the Term of the Agreement), materially limited, non-transferable and non-conveyable, free-of-charge right to use and access the Platform and the Services within the scope of Package which the Team Owner (and their Users) uses and exclusively for the Team Owner's internal, non-commercial purposes under conditions and restrictions set in these Terms and Documentation. 
    5. The Team Owner acknowledges that the Provider does not grant the Team Owner, their Users or any third parties any other type of license, whether by implication or otherwise. The Team Owner and their Users are only permitted to use the Platform and the Services as provided. Nothing in these Terms shall result in the assignment or transfer of any proprietary or Intellectual Property Rights, nor shall it grant a license or right to use any proprietary and Intellectual Property Rights from the Provider to the Team Owner, their Users or any other third parties.
    6. The right to use the Platform and Services under the Clause 9.4 is subject to the following limitations:
      1. the Team Owner, their Users and any other third parties shall not dispose or use the Platform and Services or any part of thereof other than for the Team Owner's internal use and for the purposes for which they are intended;
      2. the Team Owner is solely responsible for Users and other parties to whom it allows access to the Team and use the Platform and Services and also for their activities; 
      3. the Team Owner and their Users shall keep private and confidential the Account´s and User´s account login details and shall not share them or give them to any third party. 
    7. Except to the extent expressly permitted in Terms, the Team Owner, their Users or any third parties undertakes not to do any of the following or encourage or assist any third party to do any of the following:
      1. license, sub-license, transfer, sell, lend, rent, lease, resell or otherwise publicly distribute, share, assign, grant approval or transfer its right to access and use the Site, Platform and Services to public or to any third parties; this shall not apply to authorized Users approved by the Provider who may have access to the Team and may use the Platform and Services according to these Terms;
      2. remove, obscure, hide, or alter any legal notices displayed in or along with Platform and Services or any proprietary rights displayed on the Platform and Services;
      3. modify, adapt, alter, analyse, tamper with, repair, reproduce, distribute, improve, translate or otherwise create derivative works from the Platform and Services or adapt the Platform and Services according to the Team Owner's needs; the Provider (or its affiliates) shall have the right to enhance or otherwise modify, improve and change the Platform and the Services;
      4. interfere in any way to the Platform and Services, change, disassemble, decompile, decipher it, customize it or any part thereof or adapt it in any way to the Team Owners needs, use reverse-engineering methods, tamper it, repair it, create derivative works or attempt to discover, obtain or recreate the source codes or use it outside of the scope of permitted use as specified in these Terms;
      5. use, copy or otherwise allow to use the Platform and the Services or any part of their content to provide services to third parties;
      6. republish or redistribute any content or material from Platform or Services;
      7. access or attempt to access the Provider’s or other Team Owners or Users accounts, computer systems or networks through password mining or any other means;
      8. interfere with or disrupt servers or networks used by the Provider to provide the Platform or Services or used by other users to access the Platform and their regulations, policies or procedures;
      9. interfere or violate the Documentation;
      10. conduct or request that any other person conduct any testing on the Platform or the Services;
      11. claim any Intellectual Property Rights of the Provider and other third parties;
      12. cause inordinate burden on the Platform or any Provider’s system resources or capacity;
      13. use the Platform, or permit such to be used, for purposes of product benchmarking without Provider´s prior written consent; 
      14. access the Platform and Services in order to build a competitive product or services or copy any ideas, modules, functions or graphics of the Platform and Services or use the Platform and Services for other purposes than developing, testing, managing and delivering the Team Owner's own software programs, databases, applications and other solutions;
      15. register, directly or indirectly make it possible to register or anyhow support the third party registration of trademarks, business names or other designations of the Provider (or related or similar business names or other designations);
      16. access the software code (including object code, intermediate code and source code) of the Platform and the Services, either during or after the Term;
      17. do any other similar activity which may interfere with Intellectual Property Rights of the Provider or any other third parties.
    8. Any breach of the Provider’s or other third party´s Intellectual Property Rights or this Clause or Clause 8 of these Terms (either by the Team Owner, User or any third party used by the Team Owner) constitutes the right of the Provider to (i) immediate discontinue the provision of the Services to the Team Owner without financial compensation, (ii) withdrawal from the Agreement and all Orders immediately, (iii) seek the compensation for damages and costs and indemnification against all claims (including losses, damages, costs, expenses, and reasonable legal/attorney's fees and costs) incurred as specified herein, and (iv) pursue other legal claims arising from such breach.
    9. The Team Owner acknowledges that following the termination of the Agreement Term, they will lose the right to use the Platform and Services, as well as access to the Account. The Team Owner is solely responsible for transferring and downloading all Content from the Platform before the Agreement Term ends. 
    10. The Team Owner acknowledges that it shall not use any Provider´s trademarks and trade dress in connection with any of its products or services without the prior written consent of the Provider. 
    11. Unless the Team Owner opt-out by sending an email to marketing@seenode.com, the Team Owner by accepting these Terms agrees and grants the Provider right to use the Team Owner's logo and business name for the purpose of reference and promotion of the Provider's Services on the Site and in marketing and promotional materials. 
  10. Data Protection
    1. Processing of personal data as defined by Data Protection Laws by the Provider on behalf of the Team Owner in relation to the provision of Services under the Agreement shall be regulated by the Data Processing Addendum, which forms an inseparable part of the Agreement and Terms. For avoidance of any doubt the Team Owner and the Provider agree that by entering into the Agreement, the Parties also accept and conclude the Data Processing Addendum.
    2. The Team Owner acknowledges that the Provider may process certain Content, including personal data, as a data controller for its own purposes. In such cases the Provider’s Privacy Statement for Team Owners shall apply and the Provider will process such Content in compliance with the requirements of Data Protection Laws.
  11. Liability and Warranty
    1. The Team Owner acknowledges that, to the maximum extent permitted by Applicable Laws, the Platform and Services are provided to Team Owner “as is” and “as available” and are not guaranteed to be completely free from defects and errors.
    2. The Team Owner acknowledges and agrees that the use of the Site, Platform or the Services is associated with a certain risk in the area of technical security, in particular the breaching of technical security by third parties, data leakage, misuse of login data by a third party, Distributed Denial of Service attack. The Team Owner accepts this risk and undertakes to take all reasonable steps to exclude or limit, to the maximum extent possible, the possibility of damage or other adverse consequences on its part in connection with the use of the Site, Platform and Services. 
    3. The Provider (on its own behalf and on behalf of its affiliates, providers and licensors) disclaims all warranties to the maximum extent permitted by Applicable Laws. This includes any express, implied, statutory, or warranties related to the Site, Platform and Services in particularly those of quality, performance, title, non-infringement, merchantability, or fitness for a specific use or purpose, as well as those arising from the course of performance, usage or trade practice. For clarity, the Provider does not warrant access to the Services, nor the Services themselves to the Team Owner as defined in Section 429 et seq. of the Commercial Code. 
    4. The Provider does not represent or warrant that (i) the Account, Platform and Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free or will operate without packet loss and interruptions, meet any performance or reliability standards nor that any errors or defects can or will be corrected, and (ii) the Services will meet the Team Owner's requirements, achieve any intended results, be compatible with or work with any other software, applications, systems or services of the Team Owner.
    5. The Provider will make its best effort to (i) make the Platform and Services accessible without any restrictions, (ii) ensure that the Platform and Services are in a good technical quality without defects and updated during the Term of the Agreement, (iii) operate the technical infrastructure in a way to minimize the outages, (iv) rectify the defects and errors of the Platform and Services according their severity.  
    6. The Team Owner and their Users further acknowledges, that the Provider is not specifically liable for:
      1. any restrictions and delays caused by third parties, the Team Owner, Users or any other circumstances beyond the Provider´s control (including those due to false, incomplete, inaccurate or misleading data provided by the Team Owner or User);
      2. use of the Account, Services and Platform by the Team Owner and Users and for the Team Owner's Content, Source Codes, softwares, applications, databases and backed-up data on the Platform and on the disk space used by the Team Owner and their Users for their purposes while using the Service, as well as not for  any damage that may incurred to the Team Owner and their Users in connection with the loss or damage of such Content or data;
        The provider may have the access to such Content, Source Codes and data but has no ability to control them, thus the Team Owner and their Users are solely liable for their Content, Source Codes, softwares, applications, databases and data on the Platform, in the Team and in the Account including the liability for the breach of the intellectual property rights of third parties involved in the Team Owner's Content, Source Codes, softwares, applications, databases and data; the Provider reserves the right (to the maximum extent possible) to survey, monitor, moderate any of the Team Owner's or Users activities in the Team or on the Platform and may verify whether such activities are in compliance with the valid law. This also includes the right to delete the Content or to restrict the Team Owner's or User´s activities and rights even without prior notice if the Provider acknowledges that such data or activities violate (or potentially violate) these Terms or the valid law.
      3. for any breach, damage and loss that may be incurred to the Team Owner and their Users or any third parties, to their software, applications, databases or other products developed or created by the Team Owner and their Users, if the Team Owner and their Users integrate or connect with third parties services or products while using the Services; 
      4. unavailability, temporary disability or improper functionality of the Platform, Services and the Account due to the performance of the planned or mandatory maintenance or outages, functionality disturbance and/or malfunction, updates, upgrades, failures on the part of the network providers and technical malfunction; the Provider will, where practicable, give to the Team Owner at least 3 (three) business days prior written notice about such events;
      5. unavailability or improper functionality of the Platform, Services and the Account if they are used on other than recommended browsers with the latest update or are incompatible with any application or software not specifically identified as compatible; 
      6. reducing the functionality of the Platform and/or limiting the functionality of the Platform;
      7. any backups of Content on the Platform and in the Account;
      8. Force Majeure Events.   
    7. The Provider is liable for damage caused to the Team Owner and their Users only if it was caused intentionally or by gross negligence, excluding (to the maximum extent permitted by law) (i) loss of profit, sales, business, revenue or income or business interruption, (ii) special, indirect or consequential loss or damage whatsoever, (iii) loss of anticipated savings, business opportunities. The aggregate liability of the Provider to the Team Owner and its Users under these Terms, including under the data processing addendum, shall not exceed the total Fee paid and payable by the Team Owner to the Provider under the Agreement and Orders in the 12 (twelve) months period preceding the commencement of the event or events. 
    8. The Team Owner is liable for damage caused to the Provider due to the breach of these Terms, Agreement, Orders and Applicable Laws by the Team Owner, their Users or any third party used by the Team Owner. For the clarity, this also includes the liability for all and any damages, loss, costs and expenses (including reasonable legal/attorney's fees and costs) which have arisen to the Provider if any third party brings a claim against the Provider in connection with, or arising out of
      1. the Team Owner´s or Users or used third party's breach of the Terms, Agreement, Order and associated Documentation;
      2. Team Owner´s or Users or used third party's breach of any Applicable Laws or regulation,
      3. Team Owner´s or Users or used third party's infringement or violation of the rights of any third parties including personal rights, intellectual property rights, know how trade secrets etc.; 
      4. Team Owner´s or Users or used third party´s usage of the Services and the Platform and the Team Owner shall indemnify, defend and hold harmless the Provider from and against any and all of such claims. 
  12. Confidentiality Obligations
    1. The Parties are obliged to maintain the confidentiality of Confidential Information, which they may use exclusively for the purpose of fulfilling their obligations under these Terms and the Agreement and may not disclose, provide and make available to third parties or use it for themselves or for other persons contrary to the purpose for which it was provided. The obligation of confidentiality lasts even after the Term of the Agreement, for a period of five (5) years from the date of its termination. The Team Owner undertakes to ensure that confidentiality of Confidential Information will be to the same extent respected by their Users and other third parties used by the Team Owner. 
    2. The Parties agree that Confidential Information is information that:
      1. either Party marks as confidential;
      2. relates to the business of the Party or Party’s financial condition, business opportunities, plans for development of future products, unreleased versions of products, know-how, technology, and Content;
      3. either Party learns about in the exercise of their rights and obligations under these Terms and Agreement, of which it can reasonably be expected that it should remain confidential.
    3. The Parties are obliged to take appropriate measures to prevent the leakage, provision or disclosure of Confidential Information to third parties.
    4. Upon the Term of the Agreement and unless otherwise stated in these Terms, the Party is obliged to immediately return to the other Party all documents, materials and their content received in connection with the performance of their obligations under these Terms or the Agreement, or to destroy them if it is not possible to return them.
    5. The provisions of Section 12.1 of these Terms shall not apply:
      1. if the Party proves that the Confidential Information was made publicly available without becoming publicly available by an act or omission of the Party;
      2. if the Party lawfully obtained, had at its disposal or owned the Confidential Information before concluding the Agreement;
      3. if the Confidential Information is the result of independent development by the Party or was provided to it lawfully by a third party, which the Party can prove in a credible manner;
      4. if the disclosure of Confidential Information is required by law; in such a case, the Party is obliged to use all reasonable means in accordance with the legislation to refuse or restrict its disclosure, unless it would harm the Party in its legal status, operation of its business, cause downtime and expose the Party to criminal, civil or administrative penalties. The Party is obliged to inform the other Party about the circumstances in question; or
      5. if Confidential Information will be provided to a professional adviser of the Party under the obligation of confidentiality equivalent to these Terms of Service.
  13. Term and Termination 
    1. The Agreement shall continue in force indefinitely, subject to termination in accordance with this Clause or any other provisions of these Terms.
    2. The Agreement (or single Order) may be terminated:
      1. by written agreement of the Parties;
      2. by written notice according to Clause 13.3 and 13.4 hereunder;
      3. by withdrawal from the Agreement in cases agreed in Clause 13.5 and 13.6 hereunder and in other Clauses of these Terms (in particular in Clause 9.8).
    3. The Team Owner may terminate (in Slovak “vypovedať”):
      1. any single concluded Order(s) for selected Package(s) of Services separately at any time without any reason by deleting the Package(s) in the Account resulting in immediate termination of such Order(s) upon deletion; the termination of the Package/s does not affect the Agreement, the Account itself or the Team Owner's obligation to pay the Fee for the period up to the termination of the Order (s);  
      2. the Agreement (including all concluded Orders) at any time without any reason by providing prior written notice of termination to the Provider´s email: info@seenode.com resulting in the termination of such Agreement (including all Orders) either (i) 15 (fifteen) days after the delivery of such notice to the Provider, or (ii) upon the Team Owners request on a later day specified by Team Owner in such notice. 
    4. The Provider may terminate the Agreement (including all concluded Orders) or any individual concluded Order(s) at any time without any reason by providing prior written notice to the Team Owner's email address associated with the Account. The Agreement (including all Orders) or the individual Order(s) will then terminate 15 (fifteen) days after the delivery of such notice to the Team Owner.
    5. The Team Owner may withdraw (in Slovak “odstúpiť”) from the Agreement (including all concluded Orders) immediately by giving written notice of withdrawal (including by email) to the Provider if:
      1. the Provider violates any provision of these Terms or the provisions of Applicable Laws or other generally binding legal regulation and if the Team Owner has notified the Provider in writing (including by email) and provided it with a reasonable period of at least 15 (fifteen) days to rectify the defection;
      2. the Provider probably ceases to conduct all (or substantial amount) of its business;
      3. in cases as specified in Clause 7.16 and 16.3 of these Terms. 
    6. The Provider may withdraw (in Slovak “odstúpiť”) from the Agreement (including all concluded Orders) immediately by giving written notice of withdrawal (including by email) to the Team Owner if:
      1. the Team Owner violates any provision of these Terms or the provisions of Applicable Laws or other generally binding legal regulation in particular the Clause 8. and 9. of these Terms, or Intellectual Property Rights and the Provider has notified the Team Owner in writing (including by email) and provided it with a reasonable period of at least 15 (fifteen) days to rectify the defection.
      2. the Team Owner defaults on the payment of the due Fee or other payments as specified in these Terms and Agreement or separate Orders and fails to make such payments even within 15 (fifteen) days after due date;
      3. the automatic withdrawal of the Fee from the Team Owner's debit/credit card fails upon reaching the Threshold as specified in the Clause 7.4.1 of these Terms, and such Fee remains unpaid even 15 (fifteen) days after reaching this Threshold. 
    7. The withdrawal notice according to Clause 13.5 and 13.6 shall be effective on the first day following the date of its delivery to the other party.  
    8. In case of withdrawal, the Parties have agreed to preclude the application of Article 351 (2) of the Commercial Code.  
    9. Termination of the Agreement does not terminate (i) the rights, obligations and claims of the Parties, that have arisen under the Agreement before its termination, (ii) Terms and/or relevant legislation that should persist even after the Term of the Agreement and (iii) rights and obligations, that, according to the Applicable Laws, agreement of the Parties or the inherent nature of the rights and obligations, shall continue even after termination of the Agreement. 
    10. The Team Owner acknowledges that upon termination of the Agreement for any reason, the Team Owner's Account will be deactivated and the Team Owner, and all their Users lose the right to use the Account, Platform, Teams and Services, as well as they lose the access to the Account and to Platform. Termination of the Agreement automatically terminates all Order(s) for Packages completed during the Term of the Agreement unless otherwise agreed by the Parties. 
    11. The Team Owner acknowledges that the Provider reserves the right to temporarily suspend and/or limit, with immediate effect, the Team Owner's access to the Account and Services at any time, at the Provider´s sole discretion and even without the notice; this will not be considered a breach and will not incur any liability of any kind, especially in the event that the Team Owner violates these Terms, in particular if:
      1. the Team Owner, or User misuses the Platform and the Account or if their permission to use the Platform and the Account is misused by a third party, this particularly means (i) engaging in any illegal or other inappropriate activity contrary to the Applicable laws, (ii) disseminating or enabling the dissemination of illegal or particularly inappropriate communications, (iii) infringing or enabling the infringement of Intellectual Property Rights, (iv) breaching the security of networks and systems, (v) accessing or attempting to access the Platform, Account and/or to data in networks and systems without authorization;
      2. there is a misuse of the Team Owner's login data to Account by an unauthorized person; 
      3. the Team Owner delays the payment of the Fee or any part thereof for more than 15 (fifteen) days beyond the due date until the full amount due is paid; the Provider will not be considered in default of providing Services if the Team Owner is in default of making the Fee payment or other payments under these Terms, Agreement and Orders; 
      4. the Team Owner or User uses the Platform or Services in a manner that may result in Provider´s or other third parties legal liability, loss, damage or disrupt others’ use of the Platform and Services;
      5. there is a suspicion or detection of any malicious code, virus or other harmful code caused by the Team Owner and their Users or under the Team Owner's Account; 
      6. scheduled downtime and recurring downtime; 
      7. unplanned technical problems and outages. 
    12. The Parties agreed, that within 30 (thirty) days following the termination of the Agreement (and/or individual Order) for whatever reason, the Team Owner shall pay the Provider the Fee and other payments due for any Services ordered or used by the Team Owner (including by all their Users) before the termination of the Agreement (and/or individual Order).
  14. Delivery of Notices
    1. Any act to be performed in writing under these Terms and the Agreement must be delivered to the address of the Party specified in these Terms or in the Agreement either (i) by registered mail or (iii) by email.
    2. By concluding the Agreement and accepting these Terms, the Team Owner acknowledges and agrees that the Provider may send communications or data regarding these Terms, Agreement, the Platform, the Account and the Services including any notices about the Team Owner's use of the Platform, Services and Account, as well as about the Agreement, including any notices concerning violations of use, updates or termination of the Agreement via email.  
    3. Notice is considered as delivered:
      1. on the day of properly sending an email to the other Party, provided that the sending Party was not notified of delivery failure within 24 (twenty-four) hours from the moment of sending the email;
      2. on the day of its personal receipt by the other Party;
      3. on the day of its return to the sender as undelivered to the addressee for any reason; or
      4. on the 5th day after the proper sending in the event of failure of its delivery or refusal of delivery by the Party that is the addressee.
    4. If more than one day can be demonstrably considered to be the day of delivery, according to the above rules, the day of delivery is the earlier day.
  15. Governing Law and Jurisdiction
    1. Any disputes arising out of or in connection with the performance of rights and obligations under these Terms, the Agreement, or Orders, including issues of validity, breach, termination or nullity, shall be resolved amicably through mutual negotiations without undue delay. If a dispute fails to be resolved amicably within 30 (thirty) days from the date of its occurrence, either Party is entitled to file a motion to have the dispute resolved by the locally and materially competent district court in Slovak Republic which shall have an exclusive jurisdiction over all disputes (concerning claims) arising under or in connection with these Terms, the Agreement or Orders. The Parties agree that such disputes shall be subject to the jurisdiction of such courts. 
    2. Parties have expressly agreed, that in a case of any dispute arising out of non-contractual obligations that arise in connection with the unlawful use of the Site, Services or otherwise linkable to the Site or Services, competent district court in Slovak Republic shall have an exclusive jurisdiction to adjudicate all and any such disputes (concerning claims). 
    3. The Parties mutually agree that for contractual relations with an international element, their mutual relationships based on these Terms, Agreement and the Orders (including their interpretation and any claims arising from them) shall be governed by and construed in accordance with the law of the Slovak Republic.
  16. General
    1. In the event that the Team Owner is accessing the Platform without a separately concluded Agreement with Provider, these Terms shall govern such access and usage of the Platform. These Terms and the Agreement comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Agreement, these Terms shall govern unless otherwise agreed by the Parties.
    2. The Provider reserves the right at its sole discretion, to perform updates, unscheduled deployments, changes or enhancements to the Platform or Services at any time. The Provider may also, at its sole discretion add, amend or remove the features and functionalities in the Service Package(s) or wholly or partially stop or suspend the Services in the future. The Provider shall notify the Team Owner in advance about any such changes. 
    3. The Provider also reserves the right, at its sole discretion to change, amend or revise these Terms and upload the most current version on the Site. Any changes will be effective upon uploading the new or revised version on the Site (or later effective date may be indicated in the revised Terms). The Provider will notify the Team Owner of any changes via the Platform or by email to the Team Owner's email address listed in the Account at least 15 (fifteen) days before such changes take effect. If the Team Owner disagrees with such changes or amendments of the Terms, they may withdraw the Agreement with immediate effect by sending a written notice to the Provider as specified in the Clause 13.5.3 of these Terms. If the Team Owner fails to deliver the notification of withdrawal before the effective date, the Team Owner (by continuing the use of the Services) accepts these Terms, as modified by such amendments, changes, or updates.
    4. Unless expressly stated otherwise in these Terms, or if the Parties do not agree in writing, no obligation of the Parties arising from these Terms and the Agreement shall be considered a fixed obligation in accordance with Article 518 of the Civil Code. No breach of any provision of these Terms shall be waived except with the express written consent of the Party not in breach.
    5. The Team Owner may not, without the prior written consent of the Provider, wholly or partially assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under these Terms and the Agreement.
    6. The Team Owner may not, without the prior written consent of the Provider, unilaterally set-off any of their receivables against the receivables of the Provider arising from these Terms or the Agreement. 
    7. The Provider is entitled to provide the Services on the basis of a trade license. Trade licensing inspection is carried out within its competence by the relevant district office, trade licensing department. Supervision over the area of personal data protection is performed by the Office for Personal Data Protection of the Slovak Republic.
    8. The Agreement, including these Terms, is archived by the Provider in electronic form and is not available. At the Team Owner's request, the Provider will provide the Team Owner with a version of the Terms valid and effective as of the date of conclusion of the Agreement.
    9. Any of the provisions of these Terms and the Agreement which are held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, shall be in such extent of invalidity and unenforceability considered as severable and will be looked upon as if deleted from these Terms and from the Agreement while the rest of the provisions of these Terms and the Agreement shall otherwise remain unchanged, thus in full force and effect. The Provider undertakes to replace the invalid or unenforceable provisions with provisions which most closely reflect their meaning and purpose.
    10. These Terms shall insure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except for the obligation to make payments, performance under these Terms shall be postponed automatically to the extent that either Party is prevented from meeting its obligations by causes beyond its reasonable control, including labor and government authorities.

These Terms are intended for businesses only and by accepting them you declare and assure the Provider that you do not act as a consumer.
These Terms shall become effective as of 28 Mar. 2024.
In Žilina, on 28 Mar. 2024.

Annex 1: Definitions and Interpretation

In these Terms and in all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

”Account” means a unique Team Owner´s user profile that authorizes the Team Owner to access and use the Platform and Services. The Team Owner logs into Account using their (i) login email address, and (ii) the selected user´s access password. In the Account, the Team Owner has access to their protected profile where they may manage their Services, change the parameters of their Services (from the available options), place or terminate the Orders for the Package(s) of Service. 

”Agreement” means an agreement concluded between the Parties for (i) the setting up and maintaining of the Account and (ii) access to and use of the Platform and Service/s to the extent of and subject to the terms and conditions set out in these Terms, including any of its Schedules and amendments thereto. Concluded Orders shall become an integral part of the Agreement. 

”Act on E-Commerce” means Act No. 22/2004 Coll. on Electronic Commerce, as amended.

”Act on Income Tax” means Act No. 595/2003 Coll. on Income Tax, as amended. 

”Act on VAT” means Act No. 222/2004 Coll. on Value Added Tax, as amended. 

”API” means application program interface and has the meaning set forth in Clause 3.2 hereof. 

”Applicable Laws” means Commercial Code, Copyright Act, Civil Code, Act on E-Commerce, Data Protection Laws and all other Slovak laws, statutes, orders, regulations, rules, international treaties and/or official obligations or requirements enacted, promulgated, issued, ratified, enforced, or administered by any Government that apply to the Provider, Site, Platform and use of the Services. 

”Bank Account” means the bank account established by the Provider for receiving Cashless Payments from Team Owners under the Agreement.

”Cashless Payment” has the meaning set out in Clause 7.2 hereof. Cashless Payment shall only be made via the Payment Gateway.

”Civil Code” means Act No. 40/1964 Coll. Civil Code, as amended. 

”Cloud” means a technology that enables on-demand access to computer system resources including servers, storage, databases, networking etc. 

”Confidential Information” means any and all information disclosed by one Party to the other Party during the Term (in any form whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been reasonably understood by the other Party to be confidential or which are not accessible from publicly available sources and are closely specified in Clause 12.1 of these Terms. 

”Content” means Features, Source Codes, softwares, programs, applications, databases, processes, interfaces, data, text, settings, media and any and all Team Owner´s and their Users data and information, personal data, materials that are (i) developed, uploaded or stored on the Platform by, or on behalf of, the Team Owner, (ii) transferred to the Platform at the Team Owner's and their Users instructions or requests, (iii) delivered by the Team Owner and their Users to the Provider for uploading or transmitting by or for storage on the Platform.

“Commercial Code“ means Act No. 513/1991 Coll. Commercial code, as amended.

“Copyright Act“ means Act No. 185/2015 Coll. on Copyright, as amended.

“Data Protection Laws“ means all applicable laws relating to the processing of personal data and data protection, in particular the General Data Protection Regulation (Regulation (EU) 2016/679) - GDPR and the Act No. 18/2018 Coll. on the protection of personal data, as amended, while it is in force and applicable to the visitors of the Site, the Team Owner and their Users. 

“Documentation“ means the Provider´s documentation for the access and use of the Platform and Services delivered, published or made available to the Team Owner and their Users by the Provider, in particular user´s instructions, user guides, configuration manual, technical documentation, API policies and FAQs designed for some or all of the Services and which may be updated at any time by the Provider. 

“DSA“ means Regulation (EU) 2022/2065 of European Parliament and of the Council of 19 October 2022 on a Single Market For Digital Services and amending Directive 2000/31/EC (Digital Services Act).

“Effective Date“ means the date of acceptance of these Terms by the Team Owner, i.e. date of the conclusion of the Agreement. 

“Fee“ means the total monthly fee(s) (excluding VAT and other taxes) for using the Services within all ordered Package(s) by an individual Team; The Fee varies each calendar month (depending on the Team´s usage of the Services) and the monthly calculation of the Fee is an integral part of the Agreement.

“Feedback” means any ideas, recommendations, suggestions, screen shots, comments, documents, and/or proposals about the Site, Platform and its functionalities and the Services (whether written, verbal and/or graphic). The Team Owner may submit the Feedback to the Provider (i) via email, (ii) through the applications used by the Provider (the slack, jira, user flow and other), (iii) through the Account (if applicable). 

“Force Majeure Event“ means an event, or a series of related events, that is outside of the reasonable control of the Party affected, in particular disasters, explosions, fires, floods, epidemics and pandemics, decision or measures adopted by the public authorities, strikes, riots, terrorist attacks and wars or military operations whether declared or not, failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law.

“Government” means any national, state, municipal, local, or foreign branch of government, including any department, agency, subdivision, bureau, commission, court, tribunal, arbitral body, or other governmental body, government appointed, or quasi-governmental authority or component exercising executive, legislative, juridical, regulatory, or administrative powers, authority, or functions of or pertaining to government instrumentality, including any state-owned (majority or greater) or controlled business enterprise.

“Intellectual Property Rights“ means all and any intellectual property rights of the Provider (or Provider´s affiliates, licensors, licensees and cooperating entities) to the Site, Platform, Services and their content, features and functionalities or other its intellectual property rights wherever in the world whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights which include, in particular (i) the copyright and other related rights, database rights, computer programs, software solutions, source and machine codes and other objects of protection under the Copyright Act and other Applicable Laws, (ii) know-how, (iii) industrial rights, in particular designs and rights in designs, technical solutions, inventions, utility models, patent rights, semi-conductor topography rights, discoveries, improvements etc. (iv) confidential information, trade secrets, business names, trade names, (v) trademarks, service marks, logo, creations or similar according to Applicable Laws and other relevant law as may be exercised in any part of the world. 

“Invoice“ means a tax document for the payment of the Fee and/or other payments according to these Terms, Agreement and Orders issued in accordance with Applicable Laws, in particular Act on Income Tax, Act on VAT and Act No. 431/2002 Coll. on Accounting, as amended. 

“Order“ means a binding offer made by the Team Owner to the Provider under these Terms, to purchase the Services listed in the Order Form as defined in Clause 4. A validly placed Order is considered as a separate contract for the use of the selected Package(s) of Service(s) and forms an inseparable part of the Agreement.   

“Order Form“ means a short electronic form that the Team Owner submits through  the Account to request and order paid or free Package(s) Service(s) and has the meaning as set forth in Clause 4.2 hereof. 

Other Services means services provided by the Provider to the Team Owner, in addition to the Services upon request of the Team Owner. These include support, implementation, maintenance and the removal of defects that are billed using a time-based charging rate according to the Price List.  

“PaaS“ means platform-as-a-service i. e. platform provided in the form of service.

“Package“ means offerings provided by the Provider, available in both free and paid options as currently  listed on the Platform. These packages are scalable based on the type of Services, deployment territory/region or servers location, technical parameters and the limit on the number of Users and Teams that the Team Owner can add/create in order to use the Services.Throughout the Term, the Team Owner has the option to select one or more Package(s) of Services, which may be the same or different for use across one or more Teams.   

“Parties“ means the Team Owner and the Provider and each of them individually as the “Party”. 

“Payment Gateway“ means a global payment gateway platform for online payments with secure and reliable infrastructure of the Processor used by the Provider for payment of the Fee and other payments according to these Terms, Order and Agreement.

“Platform“ means web-based Cloud platform operated by the Provider providing server infrastructure and automated solutions for developing, testing, managing and delivering software programs, databases, applications and other solutions to the Team Owners and their Users in combination with the Content used by the Team Owners and their Users for their purposes, available on the Site and accessible on subdomains: cloud.seenode through the web-application, together with the Technology which is hosted on such platform, through which the Services are provided.

“Price List“ means an overview of the fee for Package(s) of Services and Other Services (if applicable), other payments and costs offered by the Provider displayed on the Platform or separately agreed by the Parties.

“Processor“ means  a processor of the Payment Gateway, specified in the list of processors available at List of Provider's subcontractors

“Registration Form“ has the meaning set out in Clause 3.2 hereof. 

“Services“ means the services and products (i. e. applications, databases), offered to the Team Owners and their Users while using the Platform as these are described and provided on the Platform.

“Schedule“ means any schedule attached to the main body of the Agreement which forms the inseparable part of the Agreement.

“Site“ means the Provider's website located on the internet address: Seenode and other subdomains.

“Source Code“ means records of computer program code in programming language that is stored in one or more editable files. 

“Source Code License“ has the meaning set out in Clause 6.4 hereof. 

“Team” means a Team Owner´s billing entity that uses one or more ordered Package(s) of Services. The Team Owner may have (i) one default team automatically created after the Registration of the Account, or (ii) additional Teams created by the Team Owner and/or their Users during the Term of the Agreement. Each Team may have one or more members (i. e. Team Owner and their Users) who can also be a member of more than one Team. The Team Owner acknowledges that it is solely responsible for the Content and activities developed, uploaded or performed within the Team by their Users.  

”Team Owner” means the individual (freelancer, entrepreneur) or legal entity on behalf of which an individual is concluding the Agreement with Provider and thus accessing Platform and using the Services. The Team Owner may only be the freelancer, entrepreneur or legal entity acting within the scope of their business activities and not a consumer. 

“Technology“ means the Platform´s technology (including softwares, hardware, processes, algorithms, user interfaces, applications, systems, know-how, techniques, designs and other tangible or intangible technical materials or information) provided via the Platform and all related Documentation and any results in connection with the Platform.

“Term“ means the term of the Agreement. 

“Terms“ means these general terms and conditions of the Provider governing the (i) registration and use of the Account and (ii) access and use of the Platform and and Services and Other Services (if applicable) by the Team Owner (and their Users) as may be amended from time to time.

“User“ means the Team Owner's associate, contributor, employee, contractor, consultant, agent, partner or another person designated by the Team Owner to access the Team and use the Platform and the Services within such Team. 

“User´s account“ means the user's profile created after the User has been invited to the Team of the Team Owner authorizing the User to access and use the Platform and Services within the Team to which they were invited. 

The interpretation of these Terms is governed by the following rules:

  • references to Clauses shall be construed as references to the relevant clauses of these Terms.
  • references to a legal regulation shall be construed as references to acts, government regulations, ministerial decrees or other generally binding normative.
  • references to days are references to calendar days, unless otherwise stated in these Terms.
  • the terms in particular or inclusive in these Terms mean “in particular, but not exclusively” (whether or not this wording is explicitly stated) and cannot be construed as limiting the possibilities exclusively to the items included in the stated specification.
  • terms defined in these Terms in plural have the same meaning in singular and vice versa.
  • the headings are used in these Terms only for clarity and better orientation and do not affect the interpretation of these Terms.

‍

Annex 2: Compliance with DSA

This Policy provides you with information in accordance with Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on the Single Market for Digital Services and amending Directive 2000/31/EC (Digital Services Act) (Text with EEA relevance) (the “DSA”), as we meet the definitional criteria of a provider of intermediary hosting services (the “Policy”). 

This Policy sets out the necessary information about our rights and obligations under the DSA. 

  1. Identification of the Intermediary Service Provider

ErlaServers s. r. o., having its registered seat at Veľký diel 3323/1, 010 08 Žilina, Slovak Republic, ID No. 54 385 504, registered in the Business Register of the District Court Žilina, Slovak Republic, Section Sro, Insert No. 81219/L, TAX ID. 2121652819, VAT ID. SK2121652819,

  1. Contact Point 

The contact email is info@seenode.com, and serves as the designated point of contact for both you and government authorities concerning matters related to the DSA. You can communicate with us in English, Slovak and Czech.

  1. Nature of Communication

Communication with us via the above-mentioned email does not rely on automated means of communication, therefore your messages are always handled by an actual natural person. 

  1. What Must be Included in Your Notification Regarding Illegal Content

According to Article 16 of the DSA, your notification of illegal content must contain all the elements listed below:

  • Sufficiently substantiated explanations of why you consider the content to be illegal,
  • Clearly stating the exact electronic location of this information by (i) providing us with the URL, (ii) making available to us the form in which the illegal content occurred, (iii) sending us a screenshot showing where the illegal content is located. By submitting a notification of illegal content, you also agree to provide us with reasonable assistance to locate the illegal content if it is not identifiable from the information you submit,
  • Your name and surname, unless it involves one of the following offenses:
    • Crimes related to sexual abuse,
    • Crimes related to sexual exploitation,
    • Offenses related to child pornography,
    • Contacting children for the purpose of sexual abuse,
    • Incitement, aiding and abetting an attempted offense.
  • By submitting a notification of illegal content, you also represent that you are doing so in good faith and that you are providing us with accurate and complete information about the illegal content.

If your notification lacks any of the above information, we reserve the right to contact you with a request for the missing information.

If you submit a notification of illegal content under this clause, we will notify you within a reasonable period of time (but without undue delay) of our receipt of such notification.

After assessing the reported content, we will inform you within a reasonable period of time (but without undue delay) about how your report will be handled.

If you disagree with our decision or the reasoning behind it regarding illegal content, you have the right to complain about it within 6 months of us informing you of how we have dealt with your report. You can file a complaint electronically via email, which is also the medium used to report illegal content available on our website and platform.

We will respond to your complaint within a reasonable time (but without undue delay) and clarify your objections.

Note: If the complaint or report is unfounded, we will inform the individual who submitted it. However, if the complaint or report is repeated, despite the notice sent to the individual making the report, we reserve the right to suspend consideration of the complaint or report made by that individual for 12 months.

  1. What is Illegal Content?

Illegal content is information which, in itself or by reference to a specific activity, does not comply with generally applicable laws of a Member State or the European Union. Illegal content may include, but is not limited to:

  • infringing content;
  • content that is discriminatory, offensive, abusive, vulgar, incites hatred or otherwise violates personal rights;
  • presentation of products and information about them that do not comply with certain legal requirements or violate the rights of others.
  1. Information about Illegal Content and Action Taken

We cannot detect illegal content on our own and we rely solely on information about the existence of illegal content from any person or entity, including trusted whistleblowers, who bring it to our attention.

We do not perform prior and automated identification and verification of illegal content. Decisions are made upon receiving information about its existence from another person or entity.  

Upon receipt of information about illegal content, we assess its legality and, if it's deemed illegal, remove or restrict access to it. Should it take longer to assess, we reserve the right to temporarily restrict access to content reported as illegal.

If a recipient of our service reports content that is illegal or violates the Terms, we may also:

  • restrict visibility of certain information, including removal, preventing access and storing it;
  • suspend or terminate the service in whole or in part;
  • suspend account access or terminate the electronic service contract with immediate effect.

Decisions on illegal content are always made by an actual natural person, without automated and/or algorithmic decision-making.

We respect the fundamental rights of our service recipients and the right to freedom of expression and information. We provide justifications for any restrictions applied. 

If a restriction is applied, we also provide a justification to all affected recipients as to why it was necessary.

  1. Our Legal Obligations

The DSA mandates us to perform the specified acts or provide the information if ordered by a competent judicial or administrative authority. If such actions concern you or the content you've provided to us, we will inform you upon receipt of such an order within the specified limit or, if unmentioned, at the time the relevant measures are taken.

Upon learning of any information indicating a potential criminal offense against life or safety, we will immediately inform the competent authorities in the concerned Member State(s) and share all available information for effective action. Our priority is to ensure the safety and protection of our clients' interests.

Your right to report illegal content is supported by our commitment. Reports can be made via the mentioned email. If you notice illegal content on our service, you have the right to report it to us. You can do so via the mentioned email.

‍

Copyright © 2024 seenode.com
Legal
Data Processing Agreement
Terms and Conditions
Cookies Policy
Privacy Policy
Contact
Email
Slack
Report a bug
Suggest a new feature