Updated: August 1, 2023
If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept these Terms on behalf of your company, and all references to "you" or "Customer" reference your company.
"Account" means an account enabling a person to access and use the Services, including Account of andcards, Account of User, Account of the Administrator, Account of Owner;
"Add-Ons" means additional product enhancements (including branded mobile apps, additional active user packs, and other add-ons) that are made available for purchase and are listed on our website at https://www.andcards.com/pricing.
"Administrator" (collectively "Administrators") means any User of Services that is the employee or representative of Customer who was invited by andcards or other Administrator to the Services for administration and\or moderation of products and services within Services. All Administrators act for and on behalf of related Customer.
"Billing Period" means the period for which you agree to prepay fees under an Quote.
"Customer" (collectively "Customers" also referred as "you" and "your") means the entity or person placing an order for accessing Services.
"Data" means all types of data mentioned hereof including, but not limited to personal data of Users;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or non-registrable, registered or unregistered, including any application or right of application for such rights including but not limited to copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;
"Minimum Subscription Period" means the first several months of your subscription specified in the applicable Quote.
"Owner" means a User of Services that is the authorized legal representative of Company and has all necessary authority to legally bind Company to these Terms.
"Quote" is the andcards-approved written electronic form to order Services. It contains a link to these Terms, products and services, and your fees at the start of your subscription. Quote constitutes an integral part of these Terms.
"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category" (as identified in EU General Data Protection Regulation or any successor directive or regulation).
"Subscription Fee" means the amount you pay for Services.
"Subscription Term" means the entire period of your use of Services starting the moment you complete the Quote.
"User" (collectively "Users") means any individual person, or end user, who interacts with Services.
More definitions provided below.
2.1. Access. During the Subscription Term, we will provide your Users access to use Services as described in these Terms and the applicable Quote. You must ensure that all access, use and receipt by your Users is subject to and in compliance with these Terms.
2.2. Registration. Users may pass the registration procedure and create the Account to obtain the access to Services. The registration procedure covers the transfer of User’s Data to data controller or data processor under these Terms by filing the information in special registration form. For registration each User must provide accurate data, their current email, and, if they change it, update this email using our in-app change email feature.
andcards, using Services features, shall file such registration form for the Owner of new Customer and this Owner shall file it for the other Administrator(s) and\or Users of related Customer. The User receives the link to activation of the Account on the email. It is sent automatically after registration of the User in the Services.
Each Administrator of Customer has the right to invite new Administrators and\or Users on behalf of this Customer.
User agrees to receive email or text messages (from Customer, us or our third-party providers) with codes to register for our Services. User may use alternative login methods made available by us.
2.3. Age. Our Services are not directed to children. As User, you must be at least 16 years old to use our Services (or such greater age required in your country for you to be authorized to use our Services without parental approval). In addition to being of the minimum required age to use our Services under applicable law, if you are not old enough to have authority to agree to our Terms in your country, your parent or guardian must agree to our Terms on your behalf.
2.4. Devices and Software. You must provide certain devices, software, and data connections to use our Services, which we otherwise do not supply. For as long as you use our Services, you consent to downloading and installing updates to our Services, including automatically. Users and Customer are responsible for all carrier data plan and any other fees and taxes associated with the use of our Services.
2.5. Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to Services (a "Trial Subscription"), then Customer may use the Services in accordance with these Terms for a period granted by andcards (the "Trial Period"). Trial Subscriptions are permitted solely for Customer's use to determine whether to purchase a paid subscription to Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period. We have the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ANDCARDS WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
All relations between Users and Customer related to their interaction through our Services must be regulated by agreement or by other similar document between them. Such document shall not be related to functionality and features of the Services and cannot violate these Terms.
3.3. Data Controller and Data Processor. If you are a Customer, you are a data controller for all personal data, collected by you or your data processor in the process of providing your services through our Services. As a Customer, you must have and transparently disclose your privacy, use, and refunds policies, disclose how you will use and protect collected, in connection with your use of Services, Offers and software of andcards, data of Users.
We act as a data processor on behalf of Customer under these Terms and optional Data Processing Agreement between andcards and such Customer. If required by your jurisdiction, you must carefully read and accept the Data Processing Agreement.
As Customer, you can upload personal data and information of its clients to Services. All personal information must be legally collected from its owners by Customer. You, Customer, are fully responsible for all and any claims from the third parties, including, but not limited to, claims from personal data owners about illegal procession of their personal data, illegal disclosing of their personal data and other claims, connected with appropriate adding personal data of your Users.
As a data processor on behalf of Customer we will make every reasonable effort to process all provided by Customer information about Users in accordance with these Terms and optional Data Processing Agreement between us and such Customer.
We use all the requested by Customer information to create Users' Account and further verify their eligibility for using our Services. We do not share this information with any third parties unless the data subject or data controller requests us to do so.
3.4. No Sensitive Personal Information. Except as otherwise expressly agreed between you and andcards in writing, Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that andcards is not a payment card processor and that the Services are not PCI DSS compliant. Except for our obligations as a business associate pursuant to these Terms, Customer shall be responsible for any Sensitive Personal Information it submits to the Service, and andcards will treat such submissions as Data as defined in these Terms such that andcards is not subject to any additional obligations that apply to Sensitive Personal Information.
3.5. Right to Data Portability. In case Users register in our Services with one more Customer, Users can choose to transmit their personal data directly from one Customer to another by auto-fullfilment of the registration form.
3.6. Notifications. We allow Users to send and receive using our Services related notifications, product and service updates. We do not send spam and respect User's right to opt out.
We may provide Services to Customer for their use under Customer's brand (“White-Label Services”). In such cases we act as data processor for all personal and non-personal data, and Customer, who use our software under White-Label Services, is data controller for all such data.
We have no control over and assume no responsibility for the content, privacy policies or practices of any Customer(s) that use our White-Label Services.
5.1. Terms and Policies. As Customer, you must use our Services according to our Terms and posted policies.
We verify Accounts and activity, and promote safety and security on and off our Services, such as by investigating suspicious activity or violations of our Terms, and to ensure our Services are being used legally. If we disable User's Account for a violation of our Terms, such User will not create another Account without our permission.
We also implement secure communications protocol for information exchange within our Services to protect against third parties from reading them. We also implement security modules that help protect your information from hackers.
Users must use our Services according to these Terms, current agreement or similar document between Users and Customer and such Customer's posted policies.
Owner and Administrator(s) must use our Services according to our Terms, your Customer's posted policies and other documents that regulate your activity within Services on behalf of Customer.
5.2. Legal and Acceptable Use. Users must access and use our Services only for legal, authorized, and acceptable purposes. Users can not use (or assist others in using) our Services in ways that:
In addition, Users must not (or assist others to) access, use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sublicense, transfer, display, perform, or otherwise exploit our Services in impermissible or unauthorized manners, or in ways that burden, impair, or harm us, our Services, systems, other Users, or others, including that you must not directly or through automated means:
The final decision of whether an account is in violation of any of these acceptable use terms is at the sole discretion of andcards. You agree that violations of these Terms by yourself or any person or entity acting under your account will, in addition to any other remedies including criminal prosecution, result in termination of your access to Services and removal (taking down) of all Data. In addition, violation of these terms or any of andcards's policies may result in tracking information being stored to identify the offending person, and permanent restriction from holding an account on andcards's Services.
5.3. Keeping Account Secure. Users are responsible for keeping their device and Account safe and secure. Owner or Administrator must notify us and User must notify any Owner or Administrator of their Customer promptly of any unauthorized use or security breach of Account or our Services.
Our Services may allow you to access, use, or interact with third-party websites, apps, content, and other products and services. For example, you may choose to use third-party data analytics services (such as Google Data Studio) that are integrated with our Services. For example, you may choose to use third-party payment system (such as Stripe) that are integrated with our Services. Please note that when you use third-party services, their own terms and privacy policies will govern your use of those services.
7.1. API License. Subject to the restrictions below, we grant you a non-exclusive, worldwide, non-transferable, limited license to access our API and documentation only as necessary to develop, test and support an integration of your application (an "Application" or "App") with the Services. You may charge for your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.
7.2. API Terms. Your license to access our API and documentation is limited and subject to compliance with these Terms. Further, you will not: (A) access our API or documentation in violation of any law or regulation; (B) access our API in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to Customers or Users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our API or documentation in order to replicate or compete with the Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our API or Services; or (E) attempt to use our API in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
7.3. API Limits. We reserve the right to place limits on access to our API (e.g., limits on numbers of calls or requests). Further, we may monitor Customer's usage of such API and limit the number of calls or requests Customer may make if andcards believes that Customer's usage is in breach of these Termds or may negatively affect the security, operability, or integrity of the Services (or otherwise impose liability on andcards).
8.1. Your Rights. We do not claim ownership of the information that Users submit through our Services. Users must have the necessary rights to such information that is submitted to Account or through our Services and the right to grant the rights and licenses in our Terms.
8.2. andcards’ Rights. We own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Services. As User or Customer, you may not use our copyrights, trademarks, domains, logos, trade dress, patents, and other intellectual property rights unless you have our express permission and except in accordance with our guidelines provided alongside the permission.
8.4. andcards’ License to You. We grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use our Services, subject to and in accordance with our Terms. This license is for the sole purpose of enabling Customer and their Users to use our Services, in the manner permitted by our Terms. No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights expressly granted to you.
9.1. Data Subjects' Rights. Users may modify or receive a copy of the information collected about them using the profile editing feauture available through Services. Users may delete Account at any time by using the account deletion feature available through Services. To the extent these rights apply in a User's country, they may be limited in some situations, for example where we are under a legal requirement to keep certain information. Should Users wish to make a request, they may send an e-mail to email@example.com. Users must indicate a country of residence in the correspondence.
9.2. Data Retention. We will retain Users' information as long as Account is active, as needed to provide Services to Users, or to administer Services.
If User's Account is inactive, we will maintain Account for the length of time for which we reasonably expect User to reengage with our Services. After such period, we will delete information, including User's email address and log-in credentials, and User may no longer be able to access Account. We will notify Users before we delete Account information so that Users have the opportunity to keep Account active.
We may still retain some of User information in our files for a reasonable period of time to resolve disputes, enforce our user agreement, administer our Services, comply with technical and legal requirements, and/or other constraints related to the security, integrity, and operation of our Services, after which we will take steps to delete or archive it.
In all cases for all Services, we will respond to User requests within 30 days.
10.1. Subscription Fees. The Subscription Fee will remain fixed during the Minimum Subscription Period of your subscription unless
We may change Subscription Fees and payment terms at our discretion; provided however, that such changes will not take effect for you until the start of the next Billing Period. We will provide written notice to you for any changes to the Subscription Fees that affect the Services purchased by you. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount.
10.2. Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out on our website at https://www.andcards.com/pricing. If this increase applies to you, we will notify you at least fourteen (14) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term.
10.3. Payment by bank card or direct debit. You authorize us to charge your bank card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
10.4. Payment against invoice with a bank transfer. If you are paying by invoice with a bank transfer, we will invoice you at the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within the period indicated on an applicable invoice from the date of the invoice.
10.5. Payment Information. You will keep your contact information, billing information and payment information (where applicable) up to date. Changes may be made on your Customer Portal within your Services account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in these Terms. All fees are due and payable in advance throughout the Subscription Term.
10.6. Term and Renewal. Your subscription will automatically renew according to your choice of monthly or annual Billing Period.
10.7. Cancellation. After the Minimum Subscription Period, you may choose to cancel your subscription by giving us a written notice of non-renewal. We will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. YOU CAN NOT CANCEL YOUR SUBSCRIPTION DURING THE MINIMUM SUBSCRIPTION PERIOD.
10.8. Apple Developer Account. If your subscription plan includes mobile apps, you are required to provide us access to the Apple Developer account according to our guidelines. The Apple Developer account must be for organization (not individual), in good standing, and allow to publish applications. It is your responsibility to accept Apple's updated license agreements and pay Apple's fees on time. You acknowledge that if your Apple Developer account is limited by Apple, for example due to your failure to accept Apple's updated license agreements, andcards will not update and/or maintain your mobile applications, until you remove any such limitations.
AS CUSTOMER OR USER, YOU USE OUR SERVICES AT YOUR OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR SERVICES ON AN "AS IS" BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE.
WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL, THAT OUR SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE, OR THAT OUR SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS.
WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR, CONTROLLING HOW OR WHEN OUR USERS USE OUR SERVICES OR THE FEATURES, SERVICES, AND INTERFACES OUR SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES. YOU RELEASE US, OUR SUBSIDIARIES, AFFILIATES, AND OUR AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS, AND AGENTS (TOGETHER, THE "ANDCARDS PARTIES") FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY, OR DISPUTE (TOGETHER "CLAIM") AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM YOU HAVE AGAINST ANY THIRD PARTIES.
YOU WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE §1542, OR ANY OTHER SIMILAR APPLICABLE STATUTE OR LAW OF ANY OTHER JURISDICTION, WHICH SAYS THAT: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
THE ANDCARDS PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH OUR TERMS, US, OR OUR SERVICES, EVEN IF THE ANDCARDS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IT IS YOUR RESPONSIBILITY TO ENSURE THAT YOU, THE USER, ARE NOT VIOLATING ANY APPLICABLE LAWS IN YOUR JURISDICTION BY LISTING YOUR PRODUCTS AND SERVICES OR MEMBERSHIP PLANS ON OUR SERVICES. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN OUR TERMS, IN SUCH CASES, THE LIABILITY OF THE ANDCARDS PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Users and Customers agree to defend, indemnify, and hold andcards harmless from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following: (a) your access to or use of our Services, including information provided in connection therewith; (b) your breach or alleged breach of our Terms; or (c) any misrepresentation made by you. You will cooperate as fully as required by us in the defense or settlement of any Claim.
14.1. Governing Law & Arbitration. All disputes which may arise between us and Customer, in relation to the Services, shall be finally settled by arbitration in Gdańsk, Republic of Poland, under the Law of Poland. The award rendered by the arbitrators shall be final and binding on the parties concerned.
All disputes which may arise between User and Customer in relation to the Services shall be settled as stipulated by Customer's policies, agreement or other similar document between them.
15.1. Availability of Our Services. Our Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We may discontinue some or all of our Services, including certain features and the support for certain devices and platforms, at any time. Events beyond our control may affect our Services, such as events in nature and other force majeure events. You may check the availability of our services on our website: https://andcards.instatus.com/.
15.2. Termination. We may terminate your access to or use of our Services if you, User or Customer: (i) upon seven (7) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately if you violate the letter or spirit of our Terms or create harm, risk, or possible legal exposure for us, acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our Customers, our Users, or others, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. The following provisions will survive any termination of your relationship with andcards: “Licenses,” “Disclaimers,” “Limitation of Liability,” “Indemnification,” “Dispute Resolution,” “Availability and Termination of our Services,” and “Additional Terms.”
These Terms and your access to Services, may not otherwise be terminated prior to the end of the Subscription Term.
15.3. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may immediately suspend your access to any or all of the Services. We will not suspend the Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Service is suspended for non-payment, we may charge a re-activation fee to reinstate Services.
All of Company Data on the Services (if any) may be permanently deleted by us upon any suspension or termination in our sole discretion.
15.4. Effect of Termination. Upon the Services termination for any reason: (i) the licenses granted under these Terms in respect of the Services shall immediately terminate and you and your Users shall cease use of the Services; (ii) andcards will cease providing any support services; (iii) you shall pay to andcards the full amount of any outstanding fees due hereunder; and (iv) within fourteen (14) calendar days of such termination, Customer shall destroy or return all Data of andcards in its possession or control, and will not make or retain any copies of such information in any form.
Unless a mutually executed agreement between you and us states otherwise, these Terms make up the entire agreement between Customer and the Users from one side and us from other side regarding andcards and our Services, and supersede any prior agreements.
Our Services are not intended for distribution to or use in any country where such distribution or use would violate local law or would subject us to any regulations in another country. We reserve the right to limit our Services in any country.
Our Terms are written in English (U.S.). Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls.
Any amendment to or waiver of our Terms requires our express consent.
We may amend or update these Terms. We will provide to Customer notice of amendments to our Terms, as appropriate, and update the “Last Modified” date at the top of our Terms. Your continued use of our Services confirms your acceptance of our Terms, as amended. If you do not agree to our Terms, as amended, you must stop using our Services. Please review our Terms from time to time.
All of our rights and obligations under our Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer your information to any of our affiliates, successor entities, or new owner.
As User or Customer, you will not transfer any of your rights or obligations under our Terms to anyone else without our prior written consent.
Nothing in our Terms will prevent us from complying with the law.
Except as contemplated herein, our Terms do not give any third-party beneficiary rights.
If we fail to enforce any of our Terms, it will not be considered a waiver.
If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from our Terms and shall not affect the validity and enforceability of the remaining provisions.
We reserve all rights not expressly granted by us to you, Customer or User. In certain jurisdictions, User may have legal rights as a consumer, and our Terms are not intended to limit such consumer legal rights that may not be waived by contract.
We always appreciate your feedback or other suggestions about andcards and our Services, but you, User, understand that we may use your feedback or suggestions without any obligation to compensate you for them (just as you have no obligation to offer them).