Date of Last Revision: September 10, 2014
This agreement is written in English (UK). To the extent that any translated version of this agreement conflicts with the English version, the English version will prevail.
1. ACCEPTANCE OF TERMS
Yappoint S.A. (“Yappoint”) owns and provides online services that facilitates online sponsoring and provides matchmaking solution for sponsors and event organizers (collectively the “Services”) on the platform called SponsorMyEvent.com (the “SME”)
2. SCOPE OF AGREEMENT
3. CHANGES TO THE SERVICES
4. REGISTRATION AND USAGE
Customers must register and create a profile on SME to access and use the Services. If Customers are registering on behalf of a company (ies), by registering, they confirm and agree that they have the requisite authority to register on behalf of such company (ies). The same applies if the Customers act on behalf of other person(s). The email address provided during the registration will be the login for the SME account. Each account must have a unique email address and Customers agree to not create more than one account under the same email address.
By registering, Customers agree to use the Services only for the purposes advertised on the SME website or in any other marketing material published by SME or Yappoint. Customers agree to not post content or perform any action on SME that infringe, violate someone else’s rights or otherwise violate the national/international law or might have such or similar consequences.
By registering, Customers confirm that they are a valid business desiring to use the Services with aim to find, obtain/provide sponsoring, also find events, advertise the business and/or to conclude the deals for sponsoring. Any information provided about Customers’ business (information about event, exhibition or other) or contact information (such as email addresses, banking account number and phone numbers and etc.) must be valid and accurate contact information.
5. THE YAPPOINT ADVERTISING/MARKETING NETWORK
In order to maximize the exposure of the SME business online and the deals between the Organizer and Sponsor made through the Services, Yappoint can, at its sole discretion: enter into agreements with third party businesses in order to create a profile page of SME website or on third party’s websites; optimize any current or future Internet listings for Customers’ business; take advantage of search engine marketing; lead generation or social networking opportunities; advertise Consumer`s business through media means, and perform any other acts it deems appropriate to increase traffic and use of the Services (the “Yappoint Marketing Actions”).
The Yappoint Marketing Actions will include any and all search engine marketing, lead generation or social networking that Yappoint undertakes on behalf of the Customers or to promote the Services and generate traffic to increase the number of sponsoring deals concluded through the SME, including but not limited to marketing and advertising effected through any of the Yappoint Marketing Actions.
From time to time, at its sole discretion, Yappoint may make specific offers to Customers to participate in the Yappoint Advertising Network. The terms and conditions of these offers will be available to the said Customers at the time of the offer and acceptance of the offers will be at the Customers’ sole discretion.
6. FEES/PRICING; PAYMENT TERMS
The fees for using the SME platform are indicated on the SME website.
The Customers agree that the address, the email address, fax they provide in their account settings are valid business addresses and that Yappoint may invoice these Customers at such addresses/numbers or through other electronic or facsimile communications.
Yappoint reserves the right, at any time and at its discretion, to change any fees and any other pricing terms for the Services or additional features on SME website. Any changes shall be posted on the SME website or communicated to the Customers per email/fax/mail or other means and will be effective immediately after a prior notification of 1 week to the Customers.
7. PAYMENT AUTHORIZATION; INVOICING
Yappoint will invoice the Customers on a monthly, yearly or single (depending on the chosen packages for Services) basis, in advance, for all amounts due to Yappoint. Each invoice shall set forth the fees to be incurred in the forthcoming month (hereinafter the “Yappoint Invoice”). Yappoint agrees to post each Yappoint Invoice on the Customers’ online account within one week of the first day of the applicable calendar month (hereinafter the “Invoice Posting Date”) or in case of the single payment at latest one week after the paid Services have occurred/have been concluded.
By providing a credit card or any other payment information either during registration or at any time thereafter, each Organizer or Sponsor warrants that such credit card or payment gateway is correct and valid, and authorize Yappoint to charge such credit card or payment gateway for amounts due under the Yappoint Invoices pursuant to the payment schedule set forth in present section below.
For each Yappoint Invoice, Yappoint will charge to the credit card or payment gateway, listed in the Customers’ account, all undisputed amounts of such Yappoint Invoice at the day of the Invoice Posting Date. Customers are responsible for logging in and timely reviewing any Yappoint Invoice. All amounts on Yappoint Invoice shall be deemed to be undisputed unless you submit a disputed charge claim to Yappoint pursuant to Section 9, below. Once an amount has been charged to a Customers’ credit card or payment gateway, it is nonrefundable.
If, for whatever reason, Yappoint charges the Customers’ credit card or payment gateway pursuant to Section 7, above, and the payment does not go through, Yappoint reserves the right to suspend their access to the Services. If the Customers fail to pay the applicable invoice within 10 days of the date of suspension, or to otherwise negotiate a payment plan for all amounts then due, Yappoint reserves the right to cancel the Customers account. In the event Yappoint cancels the account for non-payment, all amounts due and unpaid to Yappoint for use of the Services shall become immediately due and payable. In the event of non-payment and the exhaustion of the procedures set forth in this section, Yappoint reserves the right to seek payment using any remedies allowed to it by law.
9. DISPUTED CHARGES
If the Customers wish to dispute any fees or charges invoiced by Yappoint, the Customers agree to submit the disputed fee or charge to Yappoint no later than five (5) business days after the Yappoint Invoice containing the disputed fee or charge is sent for payment. The Customers are responsible for logging in and timely reviewing any Yappoint Invoice. Each Organizer and Sponsor may submit a disputed fee or charge by contacting Yappoint by registered mail. Yappoint agrees to review said dispute and work with the concerned Organizer or Sponsor to find a timely and best solution.
10. ELECTRONIC COMMUNICATIONS
Yappoint reserves the right to contact the Customers from time to time for feedback about the Services, special announcements and for service and support related issues through e-mail, facsimiles, text or voice messages, or notices posted on SME website. Notices will be deemed effective at the time they are sent by Yappoint or as of date they are posted, regardless of whether the Customers actually read any such notices.
Customers may opt-out of receiving notifications through the Services by logging into the account and changing the notification settings; opting-out of such notifications, however, will limit the effectiveness of the Services. Customers may not opt-out of receiving notifications relating to support of the Services or other notices as required by law.
Customers consent that any emails, surveys, other information or feedback provided to Yappoint through the SME platform or via any other medium, except for Personally Identifiable Information can be used by Yappoint in any manner, including but not limited to testimonials, reviews and ratings on Yappoint or third party websites.
11. INTELLECTUAL PROPERTY
Yappoint retains all rights in and to, including without limitation, the copyrights, patents, and trade secrets, trademarks or service marks contained in or relating to the Services (collectively the “Yappoint Intellectual Property”) that are the exclusive property of Yappoint and/or its licensors. Yappoint does not transfer any rights of Yappoint Intellectual Property to Customers.
Content of the Services that incorporates or includes any of the Yappoint Intellectual Property may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of Yappoint or the rightful owner, as applicable.
12. CONFIDENTIAL INFORMATION
Confidential Information is any oral, written, graphic or machine-readable information disclosed by Yappoint that is designated in writing to be confidential or proprietary or is otherwise reasonably understood to be confidential. Confidential Information shall include, but not be limited to, any and all data regarding the performance of any functionality of the Services. Customers agree to not disclose or use any Confidential Information without the prior written consent of Yappoint, and to maintain the confidentiality of the Confidential Information.
13. ORGANIZERS AND SPONSORS WARRANTIES
It is the Customers responsibility to use the Services properly and effectively. By using the Services Customers warrant that: they will use the Services only for the purposes advertised on the SME website or any other marketing material provided by Yappoint; that Customers are a valid business desiring to use the Services with the aim to find or provide sponsoring and/or to conclude the sponsoring deal on SME; that any information provided, among such are e-mail, business addresses, phone numbers, event details, payment details and other, is valid and active information. Any breach of this section will result in termination of the Customer’s account on SME. Yappoint reserves the right to pursue any remedies available to it by law or in equity for any breach of this Section.
14. ORGANIZER’S AND SPONSOR’S RESPONSIBILITIES
Organizer is responsible to furnish Sponsor with all the requested information about the event Sponsor is interested to sponsor. Sponsors respectively are responsible to provide financial support (sponsoring) for the selected event.
Customers are responsible for ensuring that they can fulfill all parts of sponsoring deal engagements made through the Services. Customers are also responsible for communicating changes directly to their counterparts (respectively Organizer or Sponsor). Customers are responsible for checking their accounts regularly in order to be able to find matching events, propose sponsoring for respective events, or request/answer the sponsoring for the event. Customers are responsible on their own for managing and closing the sponsoring deal. The sponsoring deal is automatically closed and the amount of money requested by the Organizer is automatically debited from the account of the Sponsor after the Sponsor has purchased the chosen sponsor-package(s) on the SME website. Customers agree to receive or provide the financing for the event(s) by using the online payment solutions chosen by Yappoint and provided on SME website.
Customers are also responsible for all equipment required to access the Services, including (but not limited to):
When using the Services Customers must comply with all laws and restrictions, including Luxembourg laws and regulations, to which the Services are subject.
15. USE OF THE SERVICES
Customers may not use the Services in any manner that is illegal or harmful to the Services or Yappoint. Among other restrictions, Customers agree not to:
Customers agree not to allow or consent any third party to act in the above mentioned manner.
16. CUSTOMERS SUBMISSIONS
Materials, including but not limited to text, software, data, images, graphics, photos, audio, audiovisual, videos, and content of any nature provided by Yappoint (“Content”) or by Customers (the “Submissions”) to the Services website is owned by the party contributing such content. Customers are solely responsible for their own Submissions. By transmitting their Submissions, Customers warrant that they have all rights and authorizations necessary to post, submit, display, produce, or otherwise transmit, such content. Customers agree that they will not submit in the Submissions material that is or contains the intellectual property of a third party that they do not have permission to use.
Customers shall retain all of their ownership rights in their Submissions; however, by submitting material to Yappoint, Customers grant Yappoint the irrevocable, fully transferable right to use, reproduce, distribute, modify, transmit, prepare derivative works of, display and produce the material in connection with the Services and Yappoint’s business, and to grant these rights to the third parties. To the extent Customers do not have ownership rights to any of the Submissions, Customers shall indemnify Yappoint for any claim regarding Yappoint’s use of the Submissions.
Yappoint does not guarantee any confidentiality with respect to any Submissions and will not treat any Submissions as confidential. When using the Services, Customers may be exposed to Submissions from a variety of sources, and Yappoint is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submissions, which may be inaccurate, infringing, offensive, indecent, or objectionable.
17. LINKS TO THIRD PARTY SITES
Customers may encounter hypertext links to websites operated by parties other than Yappoint during Customers use of the Services and on SME website. Yappoint does not control such websites and is not responsible for nor can guarantee the content of such websites. Unless otherwise explicitly stated, the inclusion of any hypertext links to such websites in the Services or on SME website does not imply any endorsement by Yappoint of the material on such website or any association with their operators.
Yappoint may store or retrieve information on your browser in the form known as “cookies”. Cookies are used in order to provide the Customers with friendly and faster user experience. Usually cookies help to collect additional website usage data and to improve our Services. A cookie is a small data file that is stored temporarily to Customers’ computer's hard disk.
For the moment Yappoint uses session cookies. These cookies are critical and essential for the functioning of the SME platform. These cookies track Customers’ name and session ID (a unique number of the log in session of each Sponsor or Organizer). Such cookies help to keep the Customers logged in while browsing on the SME platform.)
Cookies mentioned above are used on the SME webpage and as well on the websites of the other third parties who have integrated SME widgets, share buttons or which have installed SME software.
19. DISABLING COOKIES ON YOUR BROWSER
Customers can instruct their browser to stop accepting cookies or to request permission each time they visit the websites. For these Customers need to change the settings in their browser. Please refer to the user’s manual of your browser to disable cookies. However, some SME services may not work properly if cookies are disabled.
20. PROTECTION OF PERSONAL DETAILS
21. INFORMATIONS SHARING
Yappoint may share information, including personal information within the Yappoint subsidiaries, affiliates and other entities forming the part of Yappoint.
Upon termination of the use of the Services for any reason, all of the rights to access and use any and all parts of the Services shall immediately terminate. In the event of such termination, Customers agree to remove any and all Content provided by Yappoint from all of their hard drives and any other storage media and to destroy all copies of the Content in their possession.
23. OUR RESPONSIBILITIES
24. SOLE REMEDY
Customers and third parties only remedy for any dispute with Yappoint is to stop using the Services, unless otherwise provided by law or the competent courts.
26. ENTIRE AGREEMENT / TRANSLATION / INTERPRETATION
27. NO WAIVER
A lack of enforcement will not result in waiver of any term. Also, no waiver by either party of any breach or default shall be deemed to be a waiver of any preceding or subsequent default.
28. Governing Law AND Dispute Resolution
The laws of Luxembourg shall exclusively govern all disputes and all other proceedings outcoming of the connection and the content of the SME platform and the Services. The Court of Luxembourg-Ville shall have exclusive jurisdiction over all disputes and all other proceedings related to the content and the connection to this Site.
29. WARRANTY DISCLAIMER
The Services are provided “AS IS,” “WITH ALL FAULTS,” and “AS AVAILABLE.” CUSTOMERS AGREE THAT THE USE OF THE SERVICES SHALL BE AT THEIR SOLE RISK. Yappoint does not guarantee that Customers will be able to access the Services at all times or places, that Yappoint will have adequate capacity for all Customers, OR THAT THE SERVICES WILL BE OPERABLE with all equipment. TO THE FULLEST EXTENT PERMITTED BY LAW, YAPPOINT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, including implied warranties of merchantability, suitability, quality, accuracy, fitness for particular purposes and non-infringement. YAPPOINT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OF ANY WEB SITES LINKED TO THE SERVICEs or the services provided by the third parties. YAPPOINT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES PROVIDED, ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY LINKED WEB SITE OR FEATURED IN ANY ADVERTISING, AND YAPPOINT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN CUSTOMERS AND ANY THIRD PARTY.
The Services are offered by Yappoint from Luxembourg. Yappoint makes no representations that the Services are appropriate or available for use in other countries. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.
30. LIMITATION OF LIABILITY
IN NO EVENT SHALL YAPPOINT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO CUSTOMERS OR OTHER THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF SERVICES CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM THE USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES OR INTEROPERABILITY PROBLEMS, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT, (VII) CUSTOMERS SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, (VIII) CUSTOMERS USE, OR INABILITY TO USE, ANY PORTION OF THE SERVICES OR FOR ANY LOSS OR DAMAGE OF ANY KIND (INCLUDING CUSTOMERS’ DATA) INCURRED AS A RESULT OF THE USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTIONS.
It’s all about sponsoring the right event and finding the right sponsor