1. Definitions

The following definitions apply:

Intellectual Property Rights: means rights of exclusive or restrictive use, such as patents, designs, models, drawings, copyrights, software rights, database rights, trade marks, services marks, know-how, web domain names, trade names (all whether registered or not, and including any applications thereto) and in general all rights of a same or similar nature, anywhere in the world including all extensions, reversions, revivals and renewals thereof.

Content and Bad Content are defined in clause 4.

User: means a person or company who accesses or uses the Website, the Applications or the Services.

A brand is a professional user or company who pays for using the Ambassify website, service(s) or application.

Website: The Website through which Ambassify offers its services online, currently https://www.ambassify.com and https://my.ambassify.com or any successor or other url indicated by Ambassify from time to time.

Applications: means the functionalities provided through the Website, or any other means (including downloadable Apps, Plug-ins or any other code or functionality made available by Ambassify in any way whatsoever).

Services: any services provided by Ambassify to Users/brands, whether payable or not.

2. Who is Ambassify?

Ambassify is one of the working titles of the software platform of the company Ambassify NV, with its registered office at 3945 Ham, Dorpsstraat 51/D and registered under number: BE.0830.870.128

3. Why terms of use?

We use these terms of use (called “Terms”) to make sure it’sclear on what conditions you (the “User”/ ‘the brand”) can use the Ambassify Website, Services or Applications.

If you do not agree with these Terms, you should not use the Ambassify Website, Services or Applications. Using the Ambassify Website or Services, or downloading or using the Applications means you agree to these Terms and conditions.

4. Who are Users? What are brands?

A User is anyone who accesses or uses the Ambassify Website, Services or Applications, regardless whether they pay or not.

A brand is a professional user or company who pays for using the Ambassify website, service(s) or application.

5. Users/brands’ code of conduct.

Users/brands must comply with the code of conduct as set out in these Terms. In essence, it means you behave properly while using the Ambassify Website, Services or Applications.

That means at least the following:

  • Don’t break any laws or regulations.
  • Don’t cheat – don’t commit fraud.
  • Don’t harm others, especially minors.
  • Don’t deal with Bad Content (it’s defined below)
  • Don’t hack. Don’t attempt to hack. That means no viruses, Trojans, worms or similar, no spyware or adware, no screen scraping or other data collection that is not specifically authorized by us, and don’t touch or change our code, unless we specifically authorize it.
  • Respect other people. That includes respecting their rights, their privacy, and their identity.

Some aspects of the Ambassify Website, Services or Applications are free, others are available against payment. Users/brands who try or use paying aspects without authorization can be blocked from any access to the Ambassify Website, Services or Applications, and Ambassify will have no liability at any means for the blocking as a result and its consequences for the user and/or the brand.

Only Users/brands are responsible for their use of any aspect of the Ambassify Website, Services or Applications.

Users/brands are responsible for maintaining the confidentiality and security of their username, password and other security aspects of their use. You must inform Ambassify immediately in case of any unauthorized use, misuse or any other breach of security you become aware of. If no notification of any unauthorized use, misuse or any other breach of security you become aware of is given to Ambassify, the user/brand can find its account blocked.

6. Content

Users/brands can generate content (“Content”) through the use of the Ambassify Website, Services or Applications. Examples of such Content are pictures, text, videos, testimonials or other media content.

Users/brands may not be involved in generating content that breaches the law, violates a third party rights, , including but not limited to i.a. Intellectual Property Rights, defamatory content, hateful, discriminatory, incites to violence or hatred, or is obscene or pornographic (“Bad Content”).

Any User/brand dealing in Bad Content can and will be blocked access to the Ambassify Website, Services or Applications, and is liable to Ambassify for any damage suffered by Ambassify as a result.

Users/brands are responsible for the Content they create, use or make available. Don’t say things that aren’t true to your knowledge, and don’t mislead your audience.

Users/brands are responsible for posting any Content on any other platform or website, such as Facebook, and they will indemnify and keep indemnified Ambassify in this respect.

Ambassify is entitled, at any time, in its absolute discretion, to remove from or disallow any Content. Users/brands can never claim any compensation, damages or rights resulting from such removal or disallowance.

7. Intellectual Property Rights and data

All Intellectual Property Rights in the Ambassify Website, Services and Applications are and remain with Ambassify.

Users/brands retain any Intellectual Property Rights they have in any Content they create, use or make available through Ambassify.

Users/brands will indemnify and keep indemnified Ambassify for any consequences, damages, claims, liabilities or expenses of any actual or alleged infringement by their Content of any third party rights, including but not limited to i.a. Intellectual Property Rights.

Each User grants Ambassify a perpetual, royalty-free, fully paid-up, unlimited, worldwide irrevocable license to any Content for at least the duration of any Intellectual Property Right in such Content, to use such Content in any way and for any purpose whatsoever. This includes, but is not limited, to the right to use, copy, modify, create derivative works, collect, create and use in any way metadata in respect of Content.

Each user agrees that all content generated can be used by the brand, with no limitations in time or usage.

Users/brands are responsible for the use of trademarks from third parties while creating Content. Any use of a third party brand or trademark is at User’s risk, and Users/brands waive any claim against Ambassify in this respect.

8. Privacy and data protection

Ambassify’ Privacy Policy is set out in a separate document that can be accessed here: https://www.ambassify.com/privacypolicy. The Privacy Policy is an integral part of the Terms.

Ambassify will comply with applicable Data Protection Laws, and will use appropriate technical measures to protect Personal Data from unauthorized disclosure or use.

Users/brands also must comply with applicable Data Protection Laws. Users/brands will indemnify and keep indemnified Ambassify in this respect.

In case of issues around privacy or data protection, Users/brands should contact Ambassify according to the procedure set out in the Privacy Policy.

9. Term and termination

Except if agreed otherwise, any subscription by a User is for a one-year period of time, automatically renewed every year, unless notice is given.

Both Ambassify and the User can terminate any subscription subject to notice: For Ambassify, that notice period is one (1) month before the automatic renewal of the subscription. For Users/brands, that notice period is two (2) months before the automatic renewal of the subscription.

Ambassify may terminate any subscription immediately if a User is declared bankrupt or insolvent, ceases to trade, has a receiver or trustee appointed, or is subject to a similar procedure under any applicable law, or upon notice of eight (8) days if a User has been in breach of any of the provisions of this Terms, and has not remedied such breach within eight (8) days of notice, notwithstanding Ambassify’ right to suspend any provision or access in the mean time.

10.Fees and payment

10.1.The Ambassify pricing, as set out on the Ambassify Website, is a pricing without the applicable Value added tax (VAT) or other taxes applicable unless other prices are specified and agreed otherwise in writing in any formal signed document between parties.

10.2 Fees are yearly fees and payable within 30 days of the date of invoice, unless otherwise agreed upon in writing. Fees/invoices not timely paid shall bear –without any notice to be given- an interest rate of 12% per annum or the maximum allowed by law, whichever is lower.

10.3 Except if stated otherwise, all yearly fees are payable in advance. Ambassify is entitled, without incurring any liability, to suspend any use of the Website or Applications, or any provision of Services, in case fees are not paid when due.

All payment obligations are non-cancellable and all amounts paid are non- refundable.

10.4 All fees are subject to an annual review and may be revised, based on that review. If rates are adjusted, the new rates will be reflected in the first invoice following the date of the change.

11. Liability

Ambassify provides the Website, Services and Applications on an “as is” basis. Ambassify provides no warranty, either express or implied, on any Content.

User acknowledges that Ambassify acts as a “mere conduit”, and has no obligation to verify in any systematic or other way the content, quality or any other characteristic of any Content.

To the fullest extent permissible under applicable law, Ambassify will have no liability, and any User waives any claim, based on the Website or the Applications, their performance and functions, any Services provided thereon, any Content posted or created, or any transaction, service or functionality transacted or made available through the Ambassify Website, Services or Applications. Ambassify is to be considered as offering “mere conduit”, and its liabilities (if any) are restricted to offering the technical possibility of accessing the platform, subject to availability of the Internet, and the User’s ability to access and use the functionality of Ambassify.

Bubobx will never be liable for any breakdown of its Website or Applications, interruption or malfuction of the functionalities provided, or any other malfunction or technical issues related to the operation of the Website or Applications.

Ambassify will never be responsible for any links to third party websites, or any other connection to or interaction with third party materials or functionality.

Users/brands specifically waive any liability of Ambassify for any Content posted on the Website.

Under no circumstances will Ambassify be liable for any indirect losses, including any loss of business or loss of profit.

To the extent permitted by applicable law, Ambassify’ liability will in any event be limited to the lesser of the total value of monetary value paid by a User during the six months preceding the cause of liability or 1.000,- Euro.

12.Support & Service Levels

Users/brands may purchase Support Services from Ambassify through the Website or through a separate agreement.

All Support and Services are provided on a reasonable efforts basis (“middelenverbintenis”).

13.General provisions

This version of the Terms is version n° 1.2. Ambassify is entitled to modify the Terms by issuing new versions thereof, which will apply as from the date mentioned in such new version.

Ambassify is entitled to assign or transfer any subscription, any of its duties or rights granted, whole or partly, to any third party, without a need for any User approval.

No delay or failure on Ambassify part in exercising any right, power or privilege hereunder shall impair any such right, power or privilege or be construed as a waiver of any event of default hereunder or any acquiescence therein.

If any provision of the Terms is held by a court of competent jurisdiction to be legally ineffective or unenforceable, such provision shall, to the extent possible, be deemed rewritten to reflect the original intent of the parties, and the validity of the remaining provisions shall not be affected.

These terms and conditions take overrules and supersede any terms and conditions referred to, offered or relied upon by the user/brand, whether in negotiation or at any stage in the dealings between Ambassify and the user/brand with respect to the Ambassify website, Services or Applications. Ambassify NV shall not be bound by any other terms and conditions provided by the user/brand unless the user/brand notifies in writing that it intends such terms and conditions to apply and Ambassify NV accepts such terms and conditions in writing.

Derogations from these terms and conditions can only be established by a written agreement containing special conditions.

All aspects of the relationship between Users/brands and Ambassify (including these Terms and the rights and obligations arising as a result) are subject to the laws of Belgium. In case of conflict, only the Courts of Belgium will have jurisdiction, and specifically the courts of Limburg, department Hasselt.

Ambassify NV Terms of Use Version 1.2
Dated 31st of March 2015