Legal

General Terms and Conditions of Appgree

These General Terms and Conditions regulate the provision of services by Appgree, S.A. (hereinafter the “COMPANY”) to its customers, which consists of access to the Platform hosting Appgree, the provision of support services and software updates (hereinafter the “Services”).

1. Definitions

Order Form Means the agreement made or signed by the COMPANY and the CUSTOMER to contract the Services.

 

Agreement Means the Order Form and these General Terms and Conditions taken together.

 

Appgree The COMPANY, being a Spanish public limited company (sociedad anónima) with registered offices at Calle Olivo 8, 1º, 28981 Madrid. Its Tax Code is A-86139706 and it is registered in Sheet M-514191, Volume 28,560, Page 82, Companies Book Section 8 of the Madrid Companies Registry.

 

CUSTOMER The Party making or signing the Order Form as a customer of the COMPANY.
Appgree or the Software

 

The software application developed by the COMPANY and made available for use by the CUSTOMER under a Software as a Service model, which allows questions to be sent to the members of a community or group of any size, compilation of their responses and rankings in order to establish the most widely supported proposals in record time using an innovative new algorithm.

 

Platform

 

The IT platform of the COMPANY or subcontracted third parties, in which the Software is installed and executed to which Users access to participate either through the Application for iOS and Android, its web version, or through Appgree integrated into the websites or mobile applications of the CUSTOMER using the Appgree Widget or SDK.

 

Application Application of Appgree downloadable on mobile devices – or, in its web version, accessible through computers and tablets from any compatible browser – from which Users registered in the Platform can access and participate in Appgree.

 

Widget A Widget is a component created by the COMPANY that allows the CUSTOMER (their website editors or developers of mobile applications) to integrate the contents of Appgree allowing Users to access and participate in Appgree from the websites or mobile applications of the CUSTOMER. There are three types of widget you can consult here.

 

SDK Appgree SDK allows the CUSTOMER to integrate Appgree contents into native iOS and Android applications.

 

Console Appgree tool which allows the CUSTOMER to configure certain functionalities, such as the time allowed to make or rank proposals, the number of evaluation rounds required to ensure the reliability of results, and other privacy options affecting proposals.

 

Service Requirements Metrics for use of the Service contained in the Order Form and determining the price of the Service, such as the number of potential Corporate Users of the Service.

 

Data Centre Physical location of the machines hosting the Platform and the CUSTOMER Data.

 

Customer Data Series of data, content and information included in the Platform by the CUSTOMER or Users or generated during functioning, including data relating to Users.

 

Users Any of the employees, collaborators, customers or other Users to whom the CUSTOMER or its affiliates have given access to the Platform, or made aware of its use in the case of not requiring identification by the Users to access and participate . In the event that the CUSTOMER requires the identification of Users for them to participate, the CUSTOMER may register them previously from the Platform through an identifier or email and a password that may be generated by Appgree (pre-registration), or chosen by the user at the time of registration (manual registration) or when accessing Appgree from an access link sent by the CUSTOMER, or when the CUSTOMER performs an integration of a Widget or SDK with their internal systems (Intranets, Corporate Private Webs that require login, or otherwise) in such a way that Users will be automatically identified in Appgree by the mere fact of being registered in the Platform of the CUSTOMER

 

Support Service Remote incident response and User assistance services provided by the COMPANY.

 

Updates Service Updates and evolution of the Software provided by the COMPANY from time to time in order to improve the functionality, design, security or any other aspect of the Software.

 

Business Days Weekdays from Monday to Friday, except for local or national public holidays at the location of the COMPANY’s offices.

 

Office Hours From 9 a.m. to 6 p.m. on Business Days, according to general office hours at the location of the COMPANY’s offices.

 

2. Scope

2.1 The COMPANY shall provide the Services to the CUSTOMER exclusively in relation to its internal business objectives, making the Software available in conformity with the current functionalities, which the CUSTOMER knows and accepts. Accordingly, the CUSTOMER shall not assign or subcontract the Services, or in any other way make the Services available to third parties or otherwise provide services to third parties.

3. Term

3.1 The Agreement shall have the term established in the Order Form. Upon the termination of the Agreement, the CUSTOMER automatically cease to have access to the Service.

4. Description of the service

4.1 Platform Access Services

4.1.1 The Platform access Service is provided in accordance with the Service Requirements contained in the Order Form. For the purposes of Software configuration, the COMPANY will provide the CUSTOMER with a Console allowing personalization of the Appgree functionalities.

4.1.2 The registration and/or participation in the Platform by the Users will be conditional on their previous acceptance of the Conditions of Use and Privacy Policy of the Platform, which the CUSTOMER declares to know and accept. Any additions which the CUSTOMER may wish to make to the aforementioned Conditions of Use and/or Platform Privacy Policy shall be formalized directly between the CUSTOMER and the Corporate Users in a separate document.

4.2 Software Update Service

4.2.1 The COMPANY may develop new versions and improvements of the Software, the Console and the Platform on a general basis for its CUSTOMERs. The CUSTOMER undertakes to use the latest versions available. The COMPANY may also make improvements and launch new versions of the Widget and SDK.

4.2.2 After the period allowed for implementation or downloading of improvements or new versions has elapsed, the COMPANY cannot guarantee the functioning of obsolete versions, and it will not provide Support Services for these obsolete versions.

4.2.3 Update Services do not entail any specific obligation to develop versions or improvements with any given frequency.

4.3 Support Service

The COMPANY shall provide remote services to resolve any incidents which may arise with regard to the functioning of the Platform.

For these purposes, the CUSTOMER and the Users shall contact the COMPANY by e-mail at support@appgree.com and the COMPANY shall respond to any requests for support or incidents reported by the CUSTOMER at the latest within the following periods depending on the severity of the incident:

Severity Description Standard Support (Business Hours) 24×7 Enterprise Support (Hours)
Critical One or more services cannot be accessed or such services cannot be used, causing serious harm to the output or profitability of the business. Several users and/or services are compromised. 4 2
Moderate Limited use of the service is possible. The situation has a moderate negative impact on the business. Few users and/or services are partially affected. 8 4
Minor The situation has a minimal impact on the business and is scarcely detrimental to productivity or operations. Few users are effected, and an acceptable alternative is available to them. 16 8

The time spent on the incident resolution -independent from the response time- will vary depending on the degree of severity of the incident. The COMPANY will dispose of all the necessary resources to fix the incident in the shortest possible time.

The maximum response times established in the Standard Support package shall compute as of the Business Hour (from 9 AM to 6 PM, CUSTOMER’s local time) at which the COMPANY receives the e-mail reporting the incidence, or as of the following Business Hour if the e-mail is received out of Office Hours. Enterprise Support, on the other hand, is available 7 days a week, 24 hours a day.

5. Conditions of use of the platform

5.1 The CUSTOMER hereby gives the following undertakings in relation to access and use of the Platform:

5.1.1 On a general basis, the CUSTOMER undertakes to use the Platform in strict compliance with applicable legislation and these General Terms and Conditions. The CUSTOMER shall be solely liable for the use of the Platform made the CUSTOMER or the Users, for all content reproduced by the CUSTOMER or the Users through the Platform, and for any consequences arising therefrom either for the COMPANY or for third parties.

5.1.2 The CUSTOMER shall not use the Platform for any unlawful, dishonest, malicious or fraudulent activities, or to publish offensive, defamatory, discriminatory, xenophobic or immoral content, or content which might in any other way offend rights to personal honour, privacy and image, or any other fundamental personal rights.

5.1.3 The CUSTOMER represents that he/she is the holder of the necessary rights in relation to any actions carried out in the Platform, and the CUSTOMER therefore undertakes not to publish any content or to take any other action in the Platform which might infringe or breach any intellectual or industrial property rights, or any other third-party rights of any kind, or which might be otherwise unlawful.

5.1.4 The CUSTOMER shall likewise oversee the activities carried out by Users and shall assure that they are in conformity with the Conditions of Use for Users of Appgree.

5.1.5 The CUSTOMER shall not delete or in any other way remove any symbols or indications reserving intellectual property rights which may be included in the Platform or any of its components.

5.2 The CUSTOMER shall be liable for all damages, including financial losses in respect of third-party claims, caused to the COMPANY as a consequence of non-compliance by the CUSTOMER with the conditions of use established in this Clause.

6. Price and terms of payment

6.1 The CUSTOMER shall pay the price indicated in the Order Form to the COMPANY in consideration of the Services provided. The price shall be payable in accordance with the terms of payment established in the Order Form. The price shall be established in accordance with the Service Requirements contained in the Order Form. If the CUSTOMER wishes to expand the Service Requirements (e.g. by increasing the number of Users), the Parties shall make a new Order Form regulating the new terms and conditions applicable to such extension.

6.2 For the purposes of section 5 above, the COMPANY may oversee use of the Service in order to verify compliance by the CUSTOMER with the Service Requirements agreed.

6.3 The prices established in the Order Form do not include taxes and they will therefore be increased by the taxes applicable to the Service from time to time.

6.4  Invoices shall be payable by the CUSTOMER by wire transfer to the account designated in the invoice within the periods established in the Order Form.

6.5 Unless otherwise established in the Order Form, the Service shall not be cancellable and, accordingly, any amounts paid in advance in respect of the price shall not be reimbursed.

6.6 In the event of non-payment of any financial obligations arising in respect of Services provided under the Agreement, the legal rate of interest established in the Spanish Anti-Default Act shall be automatically applied without the need for any prior notice.

6.7 In the event of non-payment of any financial obligations upon maturity, the COMPANY may temporarily suspend access to the Service until arrears have been paid, without prejudice to our right to terminate the Agreement in accordance with Clause 9 below.

7. Additional services

7.1 The provision of any service in favour of the CUSTOMER which is not expressly provided in the Order Form is excluded from the Contract. Without prejudice to the above, any additional services sought by the CUSTOMER shall be included in a separate Order Form, which shall be presented by the COMPANY and shall include the financial terms and conditions governing such additional services.

8. Credentials

8.1 Access to the Platform by the CUSTOMER is protected by username and password (“Credentials”). The CUSTOMER shall be responsible for custody of the Credentials used to access the platform, and for any activity or actions taken using the Credentials. Communication of the Credentials to third parties and sharing by several persons at once are strictly prohibited. The CUSTOMER should also change the password periodically and report loss or theft of the Credentials to Appgree as soon as possible upon becoming aware of the matter. The COMPANY shall not be liable for any loss or damages arising as a result of non-performance of these obligations on the part of the CUSTOMER.

8.2 Both Parties agree and accept that the Platform’s standard identification and authentication system is an appropriate means to identify the CUSTOMER pursuant to article 3.10 of the Spanish Electronic Signatures Act and, therefore, that all actions carried out utilizing the Credentials shall be attributable to the CUSTOMER.

9. Intellectual and Industrial Property

9.1 The COMPANY hereby assigns the right to use the Platform to the CUSTOMER on an exclusive, non-transferable basis for the term of this Agreement. Notwithstanding the foregoing, all intellectual and/or industrial property rights which may exist over the Platform, the Software, Application, widget or SDK, as well as texts, photographs, graphics, images, icons, technology and other content provided by the COMPANY to the CUSTOMER are the exclusive property of the COMPANY, or were previously assigned to it by the lawful right holders, and none of the aforementioned rights shall be construed as having been assigned to any CUSTOMER, above and beyond the right to use the Platform.

9.2 The right to use the Platform shall be limited to online remote access to it, in accordance with these General Terms and Conditions. Accordingly, the CUSTOMER is expressly prohibited from reproducing, distributing, publicly disseminating and/or transforming the Software or any other component of the Platform or its content beyond the scope of the aforementioned right of use.

9.3 The rights conferred by these Terms and Conditions are limited to the CUSTOMER and are intended for use in relation to its internal business purposes. Accordingly, the CUSTOMER shall not assign, subcontract or otherwise make said rights available to third parties or otherwise utilize them to provide services to third parties. All trademarks, trade names, domain names, anagrams and identifying graphics relating to the products and services are the exclusive property of the COMPANY, and these General Terms and Conditions do not confer any rights over the same upon the CUSTOMER.

9.4  The CUSTOMER is the exclusive owner of the trademarks, logotypes and other distinguishing signs provided to the COMPANY for the purposes of personalization of the Platform, Software, Application, widget or SDK. Without prejudice to the above, the CUSTOMER hereby authorizes and confers the necessary rights upon the COMPANY for the purposes of said personalization.

9.5 Likewise, the COMPANY shall not claim or assert any rights of ownership over any of the CUSTOMER Data included or published in Appgree.

10. Confidentiality

10.1 For the purposes of the Contract, all information – technical, economic, legal, organizational or of any other nature – referred to or belonging to the Parties or to the products and services that they commercialize, as well as any other information that reasonably must be understood, shall be considered as Confidential Information. It is confidential due to its nature, which would have been known by the Parties as a consequence of the development of the Contract.

The contents of the Agreement and in particular the contents of the Order Form shall likewise be deemed Confidential Information. Under no circumstances shall the know-how acquired by the COMPANY from provision of the Services referred to in this Agreement be considered confidential, insofar as the COMPANY may refrain from disclosing any confidential Information belonging to the CUSTOMER.

10.2 The confidentiality undertaking shall include all of the information described in the preceding paragraph, regardless of the format on which it is provided. The confidentiality undertaking established in this Clause shall remain in force for an indefinite period after termination of the Agreement on any grounds, or for such time as the information concerned may remain of a confidential nature.

10.3 The Parties shall only utilize the Confidential Information for purposes related with the performance of the Agreement, and only as necessary for such purposes. The Parties undertake not to disclose Confidential Information belonging to the other Party to third parties and to adopt appropriate measures to prevent any possible disclosure to third parties. Without prejudice to the above, the Party receiving Confidential Information from the other Party undertakes as follows:

10.3.1 To keep the Confidential Information secret. This duty shall include any disclosure of information to third parties, whether deliberate (i.e. by leaking the information to a third party) or accidental (as a result of access by an unauthorized person).

10.3.2 To take the necessary measures to prevent disclosure of information to third parties. Accordingly, each of the Parties shall protect Confidential Information belonging to the other Party using the same security measures as utilized by the Party concerned to protect its own confidential information and, in any case, such measures that may be compatible with a reasonable level of security.

10.3.3 Not to use the Confidential Information, whether directly or indirectly, for any purposes other than as necessary for the performance of the Agreement.

10.3.4 To restrict access to the Confidential Information to employees, contractors, agents or other business partners on a strictly need-to-know basis as regards performance of the Agreement.

10.3.5 Not to reproduce or copy the Confidential Information without the prior written consent of the other Party, except insofar as may be strictly necessary to perform the Agreement.

10.4 The above confidentiality obligations shall not apply to any information which: (i) is or may become public knowledge for reasons other than the acts or omissions of the Party receiving the information; (ii) was already known to the receiving Party before the entry into force of the Agreement; or (iii) was lawfully disclosed to the receiving Party by a third party not subject to any restrictions on disclosure, without any breach of the terms of this Agreement and with the prior consent of the other Party.

10.5 Where required to disclose the Confidential Information by the courts or any official authority, the Parties receiving such injunction shall notify the other Party.

10.6 Upon termination of the Agreement on any grounds, the Parties shall return the Confidential Information received, or shall provide a certificate of its destruction. The confidentiality obligation established in this Clause shall continue to bind both Parties for an unlimited period after the termination of the Agreement while the confidential nature of the information subsists.

11. Data protection

The COMPANY will treat personal data which may be accessed on the occasion of the execution of the Agreement, which are responsibility of the CUSTOMER.

11.1 Data Procesor

In the execution of the Contract, the COMPANY will access and process, on behalf of the CUSTOMER, data of a personal nature for which the latter is responsible, with respect to which treatment the COMPANY will be considered Processor for the purposes of the applicable regulation.

To these effects:

  • The object and nature of the processing is determined by the provisions of the Contract, which broadly regulates the license and use of the Platform and its computer and technical maintenance.
  • The purpose of the treatment to be carried out by the COMPANY is to technically maintain the functioning of the Platform, which includes storage, hosting, resolution of incidents and making backup copies, so that it can be used by the CUSTOMER for the purposes they wish.
  • The personal data can be very varied and include, among others: identification data of the Users as well as great segmented information about its browsing contents or responses. For its part, the main categories of interested parties are the Users of the Platform, who may be those determined by the CUSTOMER (customers, suppliers, employees, users, etc.).
  • The CUSTOMER shall have the obligation to inform the users of its Platform accessing Appgree contents, a way for them to know and accept Appgree’s Privacy Policy, in the event that the CUSTOMER performs an Appgree integration through the Widget/SDK, and the users that access this Platform will be automatically identified after an authentication process between the Platform and Appgree.

11.2. The COMPANY shall process the data according to the object and purpose of the Contract and always under the instructions provided by the CUSTOMER and shall in any case adopt organizational and technical measures according to the type of data to be processed, the purposes and risks of the processing and shall perform specific privacy actions from the design and, by default, on those processing actions be performed.

11.3. The COMPANY shall follow the instructions provided by the CUSTOMER, including those with regard to transfer of data to countries outside the European Economic Area or international organizations, unless when it is obliged to do so by virtue of any European Union regulation or the applicable legislation of a Member State, in which case it is obliged to inform the CUSTOMER.

11.4. The COMPANY shall refrain from applying or using the personal data accessed for purposes other than those described in the Contract or disclosing them to other persons – not even for data retention – unless when such communication has been previously and expressly authorized by the CUSTOMER.

11.5. As Data Processor, the COMPANY will make available a general Privacy Policy to the Users of the Platform so they can become aware of and accept it. This policy shall include general information about the processing that the CUSTOMER can carry out with their data, informing the Users that they must address the CUSTOMER for the exercise of their rights, to become aware of the specific purposes, etc. The CUSTOMER acknowledges knowing this Privacy Policy, which is available at http://www.appgree.com/appgree/en/privacy-policy-appgree/. In this regard, the CUSTOMER undertakes to provide Users with its privacy policies prior to their registration in Appgree or before allowing the use of the Platform to Users. The CUSTOMER assumes the share of the COMPANY’s responsibility if, as a result of an improper action on its part in relation to the processing of personal data, administrative penalties were imposed against the COMPANY, or if damages were caused to the COMPANY as a result of judicial or extrajudicial proceedings.

11.6 The COMPANY undertakes to keep secret the personal data object of processing, and to keep strict confidentiality and reserve about any data that may be known on the occasion of execution of the services provided, ensuring that it will extend this obligation to all its staff authorized to access the CUSTOMER’s files. This obligation of secrecy and confidentiality shall survive without any time limit.

12. Subcontracting

12.1 The execution of the Contract requires the subcontracting of hosting services and other technological issues. Specifically, technological services of storage, hosting of servers and processing that are arranged with the following companies (hereinafter, the “Sub-processors”):

  • Cloudinary, Inc. 111 W Evelyn Ave Suite 206. Sunnyvale, California. 94086.
  • Amazon Web Services, Inc. (Amazon.com, Inc.), 2021 Seventh Ave, Seattle, Washington 98121.

The data processing performed by Data Processors is regulated by Contract by which they undertake to process the data in a secure manner and respecting data protection.

Notwithstanding the foregoing, you know and accept that we can replace those Data Processors by other service providers, ensuring that the new provider will also respect the privacy, and the relationship will remain regulated by contract.
Both companies, Cloudinary, Inc. and Amazon Web Services, Inc., are subscribed to the Privacy Shield Agreement, so they have a commitment to data protection, and we have their commitment so that the data shall not stored outside the European Union.

12.2 The data processing carried out by the Sub-processor shall also comply with the instructions of the COMPANY. In this regard, the COMPANY has formalized a Contract through which the Sub-processor undertakes to process the data in analogous conditions to those contained in the present Contract.

12.3 The parties agree that the Sub-processor may be replaced in their obligations by another service provider, for which the COMPANY shall communicate it to the CUSTOMER with, at least, one (1) month notice so that the CUSTOMER can agree in this respect. Where appropriate, the provider that replaces the Sub-processor shall subrogate in relation to the Sub-processor in the present Stipulation.

12.4 The Parties do not foresee that the rest of activities subcontracted within the framework of the Contract imply access to the CUSTOMER’s files. However, if such access is necessary to comply with the object and purpose of the aforementioned Contract, the CUSTOMER may authorize the Processor to perform such subcontracting, in accordance with the provisions of article 28.2 of the GDPR, with the specific and prior written authorization. In any case, the document regulating this relationship shall contain the provision of sufficient guarantees of application of appropriate technical and organizational measures, so that the processing complies with the data protection regulation.

12.5 In any case, the operations carried out by the COMPANY with third parties, including those authorized by the CUSTOMER, are solely and exclusively in the COMPANY’s own interests. Accordingly, any action or omission of the subcontractors and/or their staff shall be considered as action or omission of the COMPANY and/or its staff, and therefore shall be subject to the contractual regime stipulated in this Contract for the COMPANY, therefore assuming total responsibility contractually established for such action or omission.

13. Early termination of the agreement

13.1 This Agreement may be terminated in advance in the following cases:

13.1.1 By mutual agreement of the Parties.

13.1.2 Due to non-performance of the obligations stipulated herein, unless the non-performing Party cures such non-performance within a period of fifteen Business Days of receiving due notice of non-performance from the other Party.

13.1.3 Notwithstanding the above, the Parties may automatically terminate this Agreement in the event of incurable non-performance.

13.1.4 Without prejudice to the power to terminate the Agreement in advance, the COMPANY may suspend the CUSTOMER’s access to the Service in the event of non-performance of its payment obligations, or if its use of the Service could jeopardize the functioning or security of the same, or could reasonably be construed as infringing the COMPANY’s rights or the rights of third parties, including intellectual or industrial property rights, or any as being in breach of any applicable legislation.

14. Causes of early termination of the Contract

14.1 Use of the Service by the CUSTOMER shall immediately cease upon termination of the Agreement for any reason. For these purposes, the COMPANY shall block access by the CUSTOMER and the Users to the Platform.

14.2 Upon termination of the Agreement on any grounds other than non-performance by the COMPANY, the CUSTOMER shall immediately pay to the COMPANY any outstanding amounts billed in respect of the Services while the Agreement was in force, which shall be considered due and payable as of the termination date, regardless of any claims for damages which may be applicable in the case of termination due to non-performance or unjustified unilateral termination.

15. Exclusion of guarantees

15.1 The COMPANY shall keep the Platform functioning without errors and securely in accordance with reasonable levels of diligence. However, the CUSTOMER accepts that it utilizes the Platform under its own responsibility. The Platform is provided as is, without any express or implicit guarantee and, accordingly, the COMPANY does not offer any assurance of its marketability or appropriateness for any given purpose, except as may be legally required in accordance with applicable legislation, and the COMPANY does not guarantee that there will be no interruption of access to and use of the platform, or that the same is completely free of errors, computer viruses or other malware. Each CUSTOMER shall be responsible for applying adequate tools to detect, prevent and disinfect any viruses or malicious software which may exist in the devices utilized by the CUSTOMER to connect to the Platform.

16. Limitation of liability

16.1  The COMPANY shall be liable for all damages caused to the CUSTOMER as a consequence of wilful non-performance of its obligations under this Agreement. Insofar as permitted by applicable legislation, however, the COMPANY shall not under any circumstances be liable to the CUSTOMER for any constructive or immaterial damages, expenses, loss of data, loss of profits, or loss of income, earnings or goodwill, even where the COMPANY may be advised of the possibility that such damages could arise.

16.2  The compensation of damages in the event of non-performance by the COMPANY of any obligations assumed with respect to damages caused by negligence on its part or otherwise attributable to it shall be capped and shall at no time exceed the price paid by the COMPANY under this Agreement in the twelve months immediately preceding the event giving rise to the liability.

17. Amendment

17.1 Our software and services are constantly evolving, and the COMPANY therefore reserves the right to expand, modify or reduce the functionalities of Appgree or the extent of the Services at any time. When such evolution requires the inclusion of changes to the Conditions of Use or Privacy Policy of the Platform, or should any amendments of these documents be done for any other reason, notice of said changes will be provided to CUSTOMERS on the COMPANY’s website, in the form of messages published in the platform or by e-mail depending on the circumstances, and the CUSTOMER’s express acceptance will be sought, or they will be allowed a given period to oppose the new conditions. If the CUSTOMER does not accept the new proposed Conditions, the contract will be immediately terminated without any part being entitled to claim compensations of any kind. Otherwise, it shall be understood that the CUSTOMER accepts the proposed changes upon expiration of the aforementioned period.

18. General provisions

18.1  Force Majeure

Neither of the Parties shall be considered responsible for late performance or non-performance of the Services in cases of force majeure. This exemption from liability shall subsist while the event giving rise to the same continues, without prejudice to the obligation of the Party claiming force majeure to make all reasonable efforts to minimize the effects of any delay or non-performance caused by the event in question.

18.2 Independence of the Parties

The Parties are independent contracting parties, and the Agreement does not constitute and association or joint venture of any kind, or establish any employment relations. The COMPANY shall provide its services absolutely independently of the CUSTOMER, and it shall be solely liable for performing all of the obligations and formalities arising as a consequence of its business activities, including employment, tax and Social Security obligations.

The Agreement does not assign any rights to third parties and establishes only the rights of the Parties to the same.

18.3 Non waiver

Failure by either Party to exercise any rights related with the performance of any obligations established in the Agreement shall not be interpreted as a waiver of the same. Should any of the Parties expressly waive any action related with the performance of the Agreement, such waiver shall not be construed as a waiver of any other action related with any previous or subsequent non-performance.

18.4 Assignment of the Agreement and Subcontracting

The CUSTOMER shall not assign any rights or obligations arising under this Agreement. the COMPANY may assign the Agreement to third parties in whole or in part without seeking prior authorization from the CUSTOMER.

The COMPANY may partially subcontract the Services provided under the Agreement without the need to seek prior authorization, without prejudice to its data protection obligations in case of subcontracting in accordance with Clause 11 of this Agreement.

18.5 Entire Agreement

These General Terms and Conditions, together with the Order Form, constitute the complete agreement between the COMPANY and the CUSTOMER, and they replace any prior agreement between the Parties.

18.6 Public announcements

The CUSTOMER authorizes the COMPANY to use the CUSTOMER’s corporate name and logo as part of the COMPANY’S communication and marketing actions with the commitment not to damage the CLIENT’s image and always looking for the benefit of both parties. This does not give any rights to the COMPANY over the CUSTOMER’S trademarks, logotypes and other distinguishing signs. Thus, the name and logo of the CUSTOMER will be included in the COMPANY’s website (www.appgree.com) and in presentations to potential clients.

Additionally, the COMPANY frequently prepares and publishes content in Appgree’s website, social media and other media looking to increase brand awareness and guide potential clients on their Customer Journey. The best way to create valuable content for them is through the experience of our customers. For this reason, the COMPANY asks for the CUSTOMER’s permission to create content based in the CUSTOMER’s experience with Appgree. Nevertheless, the creation and distribution of the content will require the prior acceptance and approval of the CUSTOMER.

18.7 Applicable Law and Jurisdiction

This Agreement shall be governed by Spanish law. The Parties hereby waive their right to any other forum and expressly submit to the jurisdiction of the Courts and Tribunals of the City of Madrid to hear any controversy that may arise.

(Last revision 9th January 2020)

 

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