Terms of Service
1.1. These terms of service (hereinafter the “Terms”) govern access to and use of the Platform (as defined below).
1.2. In addition to these Terms other relevant agreements, including, but not limited to data processing agreement(s), depending on the circumstances, may apply
2.1. Unless expressly otherwise stated or evident in the context, the capitalised terms used in these Terms shall have the meanings set forth in the introductory language of these Terms or as set forth below:
2.2. “Account” – a common term for the Client Account and the User Account;
2.3. “Account owner” – a person who has the right to use the Account created, has the account credentials and is responsible/ liable for adding new User Accounts.
2.4. “Agreement” – an agreement for the use of the Platform concluded between the Company and the Client in accordance with the Terms;
2.5. “Campaign” – a marketing campaign organised by the Client via Platform;
2.6. “Client Account” – a profile connected to a specific Client for the use of the Platform, that is used to identify the Client, to provide the Users connected to the Client with access to the Platform, and to change their access settings;
2.7. “Client” – a legal person who has entered into the Agreement with the Company;
2.8. “Company” – an operator of the Adact platform, Adact OÜ, a limited liability company established and existing under the laws of Republic of Estonia, registry code 14818678, address Liivalaia 25-15, 10118 Tallinn, Estonia;
2.9. “Fee” – a regular payment pursuant to the Plan for using the activated Account;
2.10. “GDPR” – Regulation (EU) 2016/679 of the European Parliament and of the Council;
2.11. “Intellectual Property” – all existing and future author’s rights (copyrights), including any neighbouring and related rights, and industrial property rights in and related to the Platform, including all applications for renewal or extension of those rights, and other similar or equivalent rights and means of protection;
2.12. “Party” – a common term for each of the Client and the Company;
2.13. “Plan” – specific conditions related to the use and functionality of the Platform, which are specified on the Website, and on which the Fee is based;
2.14. “Platform” – a game-based lead generation and marketing campaign platform available at www.adact.me;
2.15. User Account” – a User profile connected to the Client Account for the use of the Platform;
2.16. “User” – any individual that the Client has authorised to use the Platform;
2.17. “Website” – www.adact.me with its content.
3. REGISTRATION, ACCESS AND ACCEPTANCE
3.1. To start using the Platform the Client must create an Account via app.adact.me/join.
3.2. Creating an account requires the Company to provide true, accurate, current, and complete information about the Client.
3.4. Based on the provided information the Company will create the Client Account.
3.5. In order to use the Services of the Company, the Client must also select a suitable option of Fees and Payments by clicking on the suitable option provided by the Company immediately after having created the User Account.
4.1. Accounts are necessary to use the functionality and of the Platform. If an individual is related to several Clients, a separate User Account is created for that individual under each Client Account.
4.2. User Accounts are administered by the Client. This means that the Client has the right to create, change and deactivate User Accounts at its own discretion. The Company shall have the right to create a new User Account only if the Client is unable to access its Account.
4.3. The Users who have been granted access to the Platform will be deemed to be authorised to act on behalf of the Client when using the Platform. The Company shall not be responsible for and shall have no liability for verifying the validity of authorisation of any User. Despite that, the Company may at its own discretion, request additional information or proof of the User’s credentials. If the Company has doubted the User’s authorisation, the Company may at its sole discretion, prevent such User from accessing the Platform.
4.4. The Client and the Users are obliged to keep their Account names and credentials secret and prevent them from falling into the possession of third parties. The Client must immediately notify the Company of abuse of the Accounts or the loss of the credentials. In this case, the Company will take all reasonable measures to renew the password, protect the Account or delete it.
4.5. The Client or the User may not give access to their Accounts or share the Account with third persons without the Company’s prior consent.
4.6. The Clients Platform access/membership will continue until terminated.
5. FEES AND PAYMENT
5.1. The use of the Platform is subject to a Fee.
5.2. Fee and Payment option must be chosen following the creation of the User Account. The Client can request paying via bank transfer instead of a credit card by notifying The Company about that request before choosing the preferred payment plan.
5.3. The Company offers several fee and payment plans. More information related to current fees and payment methods can be found on the Company website.
5.4. All payments are processed independently through third party services; therefore, the Company does not collect any payment information (such as credit card details), but only receives a notification once the payment has been successfully completed.
5.5. The Company may pre-authorize the Client’s payment card account prior to the payment of the Plan to verify that the card is valid and has the necessary funds or credit available to cover the payment. Hereby the Client authorizes the Company to charge the agreed Fee from the Client’s payment card account. The Client shall provide the Company with updated information regarding the payment card account upon the Company’s request and any time if the information the Client provided is invalid.
5.6. If the Company has not made pre-authorization to the Client’s payment card, then before the end of each payment interval depending on the Plan, the Client will be issued an electronic invoice (sent to an email provided by the Client) for payment of the Fee of the next payment interval. The Client must pay the invoice within thirty (30) days as of issuance of the respective invoice.
5.7. Unless you cancel your Account before your billing date, you authorize the Company to charge the fee for the next billing cycle to your chosen Payment method (see “Cancellation” below).
5.8. The Account fee for the service will be charged to your Payment Method on the specific payment date indicated on the “Account page”. The length of your billing cycle will depend on the type of subscription that you have chosen during the Account creation process. In some cases, your payment date may change, for example if your Payment Method has not successfully settled, when you change your subscription plan or if your paid membership began on a day not contained in a given month.
5.9. The Company will not refund or credit the Fees for periods the Client or the Account Users did not use their activated Accounts, used it only partially, or deactivated the Account, or terminated the Agreement during an ongoing payment interval.
5.10. If after signing up the Client decides to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the upgraded Plan.
5.11. All Fees are exclusive of all taxes, levies, or duties applicable under any applicable law, unless stated otherwise herein.
5.12. If payments of invoices are delayed, then the Company shall be entitled to a late payment interest at the rate of 0,05% of the unpaid invoice per calendar day until full payment of the invoiced sum. In case of delay in the payment of any invoice, the Company shall be entitled to halt or terminate the Client’s use of the Platform without incurring any liability before the Client for this action.
6. USE OF THE PLATFORM
6.1. The Client and the Users may use the Platform to the extent of and for the purposes of and aims for which the Platform functionality has been created and made available to the Client and the Users, and only in the scope, with the means and for purposes as identified in these Terms and applicable law. As an example, the Client or the User must not:
6.1.2. use the Platform to commit a crime, breach any applicable law or carry out any illegal actions;
6.1.3. use, copy, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any content of the Platform in a way that violates someone else’s (including the Company’s) rights.
6.2. The Client shall be responsible for maintaining the security of the Accounts. Moreover, the Client shall be fully responsible for all activities that occur under such Account and any other actions taken in connection with the Account.
7. ORGANISATION OF CAMPAIGNS
7.1. When creating and organising the Campaign, the Client shall be fully liable for the rules, the content and all the organisational part of the Campaign. Furthermore, the Client shall acknowledge that it acts as a controller of personal data of the participants of the Campaign. This means that the Client shall have all the data controller’s obligations arising from the GDPR concerning the personal data processing regarding particular Campaign and the participants. The obligations as a data controller include but are not limited to making available the information about the data processing (a privacy notice/policy) as required under the GDPR. The Client should be also aware that it may need to respond to the data subject’s requests, e.g. for erasure of personal data.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. The Platform and any parts and elements thereof (including databases and software, business names, trademarks, business secrets, domain names, etc.) are and may be protected under the Intellectual Property rights that belong to the Company or third parties.
8.2. During the validity of the Agreement, the Company allows the Client and the Users to use the functionality of the Platform for their needs, in compliance with the Agreement and for the purposes stated herein. The Company does not give the Client or User any other licences or rights and the Client or the User will not obtain any Intellectual Property rights to the Platform or any content made accessible through the Platform.
8.3. The Client nor the User may not change, copy, duplicate, distribute, process, translate, transmit, add to other databases or make available to the public the Platform, or use the Intellectual Property Rights concerning the Platform in any other way than provided herein, without the prior written consent of the Company. Furthermore, the Client nor the User have no right to issue sublicenses for the use of the Platform or create new intellectual property objects based on it.
8.4. For the purposes of providing the Platform services to the Client, the Client shall grant the Company a non-exclusive license to use the content added by the Client and its Users to the Platform (including, but not limited to audio and visual materials, texts and fonts). The license shall be granted for the period of validity of the Agreement, without any geographical restrictions, without additional fees to the Company, and with an unlimited right to sub-license. By entering into the Agreement the Client represents and warrants that it has all the rights, including the right to sub-license, regarding the content described herein and that the use of such content does not violate any third-party’s rights.
9. DATA PROTECTION
9.1. Depending on the nature of data processing, the Company may be in the role of data controller or a data processor.
9.2. The Company’s privacy notice published on the Company’s website explains how the Company as a controller collects or otherwise processes personal data and how the data subject’s rights can be exercised.
9.3. For processing of personal data of which the Client is deemed data controller, a data processing addendum will apply. The data processing addendum forms an inseparable part of these Terms and can be found here.
10. AVAILABILITY AND TECHNICAL SUPPORT
10.1. The Platform and services provided through Platform are provided on “as is” and “as available” basis and without any representation of warranty. The Company shall apply its best efforts to having the Platform up and running but will not guarantee the Client any service levels unless agreed separately in writing.
10.2. The Company shall provide reasonable technical support to the Client and the User at the reasonable request of the Client or the User. The Company will respond to enquiries of support from the Client or the User as soon as reasonably possible. The contact for all enquiries of support is firstname.lastname@example.org.
10.3. The Company shall maintain the right to temporarily restrict the access to the Platform if it is needed for maintenance, development or updates or when required by applicable law.
11. RESPONSIBILITY AND LIMITATION OF LIABILITY
11.1. Subject to the limitations set forth in this DPA, the Processor shall indemnify and hold Controller harmless from and against any liabilities, including liabilities to third parties, Data Subjects and any administrative sanction and penalties imposed by any national or international authority or court, due to the Processor’s infringement or breach (intentional or negligent) of its obligations concerning the Processing of Personal Data as stipulated in this DPA, the Agreement or applicable data protection legislation. The aggregate liability of the Processor (including interest) for all claims connected with any violation of this DPA, the Agreement or applicable data protection legislation is limited to six (6) months fee payable under the Agreement. The limitation of liability does not apply in case of intentional infringement or breach by the Processor or if the Processor causes a personal data breach which the Controller must notify to the supervisory authority and/or communicate to data subjects under Articles 33 and 34 of the GDPR.“
11.2. In no event shall the aggregate liability of the Company (including interest) for all claism connected with any violation of the Agreement exceed twice the amount of the total Fee payable under the Agreement.The Company shall not be liable to the Client or the User for the damage and other consequences that have arisen due to the following reasons:
11.2.1. any modifications in these Terms, the Plans or the Fees, as well as permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Platform;
11.2.2.creation of Campaigns that violate the laws or third person’s rights;
11.2.3. results of Campaigns created by the Client or the Users;
11.2.4. disputes between the Client and the User(s);
11.2.5. changes in legal acts and in their interpretations, their impacts on the Client and the User(s) and implementing those changes in the Platform, unless it is obligatory to the Company under the law or a court decision made regarding the Company;
11.2.6. any disclosure, loss or unauthorised use of the login credentials of Client or the User due to the Client’s or the User’s failure to keep them confidential;
11.2.7. errors, damages or settings in the Clients or the User’s device that are unsuited for the use of the Platform (the list of unsuitable devices is published in the technical section of our Website).
11.3. A breach of the Agreement is excused only if the Party in breach proves that the breach had occurred due to an impediment beyond its control and that it could not have been reasonably expected to take the impediment into account at the time of conclusion of the Agreement or have avoided or overcome it or its consequences (force majeure). If the effect of the force majeure is temporary, the breach is excused only for the period during which the force majeure impeded the performance of the obligation. In this case, the term of performance will be considered extended for a period of time equivalent to the time lost because of such delay plus a reasonable period of time to allow the Parties to recommence performance of their respective obligations hereunder.
12.1. The Company has the right to unilaterally change the Terms at any time, by publishing the new wording of the Terms, together with the changes made, on the Platform and the Website.
12.2. The Company shall inform the Client of changes to the Terms, on the Platform and the Website and by a separate message to the Client at least thirty (30) days before their entry into force. If the Client does not agree with the changes, the Client shall have the right to terminate the Agreement within the thirty (30) days before the changes enter into force. If the Client or the Users continue using the Platform after the above-mentioned thirty (30)-day deadline has passed, the Client is deemed to have agreed with the changes to the Terms.
13.1. The Agreement shall be effective between the Parties as from the moment when the Client is subscribed to using the Platform pursuant to Section 3 of these Terms.
13.2. The Agreement is entered into for an indefinite term and may be terminated by either Party as provided herein.
14.1. The Client may terminate the Agreement anytime unilaterally without any reason by informing by e-mail the Company or by deleting the Client Account.
14.2. Should the client choose to cancel the User Account within the trial period described in the chosen payment plan after account creation, no fees will be collected by the Company.
14.3. If you cancel your User Account, it will automatically close at the end of your current payment period.
14.5. The Company may terminate the Agreement with the Client anytime unilaterally for any reason by informing the Client by e-mail 30 days before the termination of the Agreement. If the Agreement is terminated pursuant this Section, and if the Client has made any prepayments to the Company, such prepayments will be returned to the Client no later than the date of termination of the Agreement.
14.6. The Company has the right to terminate the Agreement without prior notice, if:
14.6.1. the Client has submitted to it false information;
14.6.2. it becomes evident that the person who has used the Platform, or the Client Account in the name of the Client has no right of representation to act on behalf of the Client;
14.6.3. bankruptcy or rehabilitation of the Client has been declared, or compulsory dissolution or liquidation has been initiated against the Client;
14.6.4. the Client causes the Company damage;
14.6.5. the Client has breached its obligations under the Agreement, and if the breach is capable of being remedied, has failed to remedy such breach within the reasonable time given by the Company;
14.6.6. the Company was instructed to do so by court judgement or injunction.
14.6.7. As from the moment of termination of the Agreement, consequently all Accounts associated to the Client will be removed by the Company.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1. The Agreement shall be governed and construed in accordance with laws of Republic of Estonia.
15.2. The Parties undertake to use their best efforts to resolve any dispute, misunderstanding or claim arising out or, or in connection with the Agreement, or its breach, termination or invalidity by amicable negotiations.
15.3. If the Parties fail to settle disputes through amicable negotiations, such dispute, misunderstanding or claim arising out or, or in connection with the Agreement, or its breach, termination or invalidity, shall be resolved in Harju County Court, Republic of Estonia.
16.1. The original language of these Terms and annexes thereof is English. If these Terms are translated into any language other than English, the English version will prevail.
16.2. The Company has the right to assign or transfer any of its rights or subcontract any of its obligations under these Terms to any third party without prior written consent of the Client.
16.3. Illegality, invalidity or enforceability or one provision of the Terms does not affect the validity, legality or enforceability of the remaining provisions of the Terms. If any provision proves to be illegal, invalid or enforceable, the Parties will in good faith use all reasonable endeavours to replace that provision with a new, lawful, valid and enforceable provision closest to the commercial substance of original provision.
16.4. Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.