andcards Terms of Use

Updated: September 21, 2020

andcards (“andcards Sp. z o.o.,” “our,” “we,” or “us”) KRS: 0000772992, NIP: PL5842781756, REGON: 38263506000000, provides software for working process management to coworking spaces, flexible offices, and shared workspaces, who use our Services as defined below in their business activity, and the User as defined below is obliged to use the Services properly. Please read our Terms of Use carefully so you understand what you sign up for when using our services. By using the Services, the User agrees to be bound by the terms and conditions stated herein. Before installing, accessing, or using our apps, services, features, software, and/or website (together “Services”), you must agree to our Terms of Use (“Terms”).

Key Definitions

"Account" means an account enabling a person to access and use the Services, including Account of andcards, Account of the Administrator and Account of the Member;

"Data" means all types of data mentioned hereof including, but not limited to personal data of User(s);

"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;

"User" (collectively the "Users", also referred as "you" and "your" if it is indicated that the provision related to you as to the User) means any end user of the Services, who is properly registered in the Services.

"Workspace Provider'' (collectivly "Workspace Providers" also referred as "you" and "your" if it is indicated that the provision related to you as to Workspace Provider) means properly registered legal entity, that satisfies all of the following conditions: (i) either owns and/or manages venues; (ii) has administrator or moderator role of venues within Services; (iii) pays for Services under relevant services agreement between such Workspace Provider and andcards.

More definitions provided in the Terms below.

About Our Services

Registration. Each User will need to 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 first Administrator of new Workspace Provider and this Administartor shall file it for the other Administrator(s) and\or Member(s) of related Workspace Provider. 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. After using the link User first faces the terms and privacy policy of their Workspace Provider and only after acceptance of the latter User can proceed with the registration.

Each Administrator of Workspace Provider has the right to invite new Administrator(s) and\or Member(s) on behalf of this Workspace Provider.

User agrees to receive email messages (from Workspace Provider, us or our third-party providers) with codes to register for our Services. User may use alternative login methods made available by us.

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.

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.

Types of Users. Users of the Services are: Administrator and Member.

"Administrator" (collectively "Administrators", also referred as "you" and "your" if it is indicated that the provision related to you as to Administrator) means (i) the employee or representative of Workspace Provider who was invited by andcards or other Administrator to the Services for administration and\or moderation of venues within Services, and\or (ii) andcards member who just view as well as who complete Account registration process. All Administrators act for and on behalf of related Workspace Provider.

"Member" (collectively "Members", also referred as "you" and "your" if it is indicated that the provision related to you as to Member) means any client of the Workspace Provider who was invited to our Services.

Each type of User has Account with a different functionality.

Selling Offers and Offer Time. As a Workspace Provider, you may use the Services to sell access to your venues (the "Offers"). You are responsible for any Offers you sell and acknowledge that you have sufficient rights to sell Offers through the Services, and your use of the Services will not violate any agreement between you and any third party. You acknowledge that your Offers are (i) free of any hazards or safety risks to Members; (ii) ready to use by and delivered to any Member who purchased the Offers at the time indicated in the Services ("Offer Time"); (iii) in compliance with any applicable law or requirements in your country; (iv) not violating any agreements relating to the Offers, and you are solely responsible for and shall indemnify us against any fines, losses or other liability arising from any such violations. We assume no responsibility for the compliance of the Offers with any applicable laws, rules and regulations. We reserve the right, at any time and without prior notice, to remove or disable access to the Offers for any reason. We do not act as an insurer or as a contracting agent for the Offers. We recommend you to obtain appropriate insurance for the Offers. We are not a party to any agreement you enter into with any Member resulting from the use of the Services. Notwithstanding the foregoing, we act as a limited authorized agent for the purpose of accepting payments from Members who purchased your Offers on your behalf and responsible for transmitting such payments to you.

Offer Fees. As a Workspace Provider, you may indicate the fee amounts for purchasing your Offers by Members ("Offer Fees"), and authorize us to accept and collect payment information from Members who purchase your Offers through the Services (e.g. as a result of your venue bookings), and to transmit such payment information to the third party payment system selected by you. You are solely responsible for your relationship with the third party payment system, and for any applicable taxes and fees arising from your use of Services.

Buying Offers. As a Member, you may use the Services to purchase the Offers provided by Workspace Provider through the Services, subject to meeting any requirements (such as completing any verification processes) set by us and the Workspace Provider from whom you purchase the Offers. You will be presented with all applicable Offer Fees before you make a purchase. You agree to pay the Offer Fees in full for any purchase you make through the Services. You are responsible for any damages or liabilities arising from your use of the Offers, and agree to pay the damages upon presentation of evidence of damage, such as photographs, within 48 hours from receiving a claim.

Refunds. Members can be fully refunded for cancellations by Workspace Provider directly in accordance with the Workspace Provider’s policy, agreement or other similar document between such Member and their Workspace Provider. If Workspace Provider decides to cancel the purchase of Offers pursuant to the Terms, Members agree that we will not have any liability for such cancellations or refunds aside from our obligation to remit refunds or payouts pursuant to these Terms. If a dispute arises concerning a cancellation and/or a refund, the parties shall in good faith resolve such dispute by negotiation and consultation between themselves.

Our Fees. Members and Workspace Providers are responsible for all carrier data plan and other fees and taxes associated with the use of our Services. If you are a Workspace Provider, refer to the third party payment system you use for specific details on the amount of our fees, service period, and your payout information.

Privacy Policy and User Data

We care about your privacy. See andcards Privacy Policy disclosures relating to the collection and use of information by us.

Terms and policies. We do not collect and process any Member(s) and\or Administrator(s) information as a data controller under European Union Directive 2016/680 and Regulation 2016/679 ("GDPR"). Each Workspace Provider shall have its own privacy policy that would describe its information practices, including the types of information Workspace Provider receives and collects from its Member(s) and\or Administrator(s). The privacy policy that applies to Member(s) and\or Administrator(s) in connection with the use of our Services is a privacy policy of his\her Workspace Provider.

For using our Services each Member and\or Administrator shall agree with these Terms and his\her Workspace Provider's privacy policy. The Workspace Provider is responsible for collecting and processing of all consents related to its Member(s) and\or Administrator(s) including consents to these Terms.

All relations between Member(s) and Workspace Provider 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.

For using our Services each Workspace Provider shall agree with these Terms and our Privacy Policy. We are obliged to collect and process such consents.

By paying for our Services, Workspace Provider confirms, that it have read, understood and agree to our Privacy Policy and data practices, including the collection, use, processing, and sharing of its information as described in our Privacy Policy, as well as the transfer and processing of its information to the Republic of Korea and other countries globally where we have or use facilities, service providers, or partners, regardless of where Workspace Provider uses our Services. Workspace Provider acknowledges that the laws, regulations, and standards of the country in which its information is stored or processed may be different from those of its own country.

Data Controller and Data Processor.

If you are a Workspace Provider, 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 Workspace Provider, 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 Member(s) and\or Administrator(s).

We act as a data processor on behalf of Workspace Provider under Data Processing Agreement between andcards and such Workspace Provider. And Workspace Provider can provide us with personal data and information of its clients through adding information about Members to the list of its service users (Community) through administrator functions of Administrator's Account.

All personal information must be legally collected from its owners by Workspace Provider. You, Workspace Provider, 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 Member(s) and\or Administrator(s).

For our part, we will make every reasonable effort to store and process all collected information about Workspace Providers and its representative(s) in accordance with the andcards Privacy Policy.

As a data processor on behalf of Workspace Provider we will make every reasonable effort to process all provided by Workspace Provider information about Member(s) and\or Administrator(s) in accordance with the Data Processing Agreement between us and such Workspace Provider.

As User, you can find the terms of your Workspace Provider's data processing in such Workspace Provider's privacy policy.

We use all the requested by Workspace Provider information to create Member's and\or Administrator's 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.

Right to Data Portability. In case you, Member, will register in our Services with one more Workspace Provider, you can choose to transmit your personal data directly from one Workspace Provider to another by auto-fullfilment of your registration form.

Notifications. We allow Users to send and receive using our Services related notifications, product and service updates. We do not want you to receive spam and respect your right to opt out.

Workspace Providers that use our software (white label)

We may provide andcards software to Workspace Providers for their use by such Workspace Provider under their brand (“white label”). In such cases we act as data processor for all personal and non-personal data, and Workspace Provider, who use our software under white label, 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 Workspace Providers that use our white label services.

Acceptable Use of Our Services

Terms and Policies. As Workspace Provider, 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.

As a Member, you must use our Services according to these Terms, current agreement or similar document between you and your Workspace Provider and such Workspace Provider's posted policies.

As an Administrator, you must use our Services according to our Terms, your Workspace Provider's posted policies and other documents that regulate your activity within Services on behalf of your Workspace Provider.

Legal and Acceptable Use. As User, you must access and use our Services only for legal, authorized, and acceptable purposes. You not use (or assist others in using) our Services in ways that: (a) violate, misappropriate, or infringe the rights of Cards, other our users, or others, including privacy, publicity, intellectual property, or other proprietary rights; (b) are illegal, obscene, defamatory, threatening, intimidating, harassing, hateful, racially, or ethnically offensive, or instigate or encourage conduct that would be illegal, or otherwise inappropriate, including promoting violent crimes; (c) involve publishing falsehoods, misrepresentations, or misleading statements; (d) impersonate someone; (e) involve sending illegal or impermissible communications such as bulk invites to join events or organizations, auto-invites, auto-sharing, and the like; or (f) involve any non-personal use of our Services unless otherwise authorized by us.

Harm to andcards or Our Users. As User, you 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: (a) reverse engineer, alter, modify, create derivative works from, decompile, or extract code from our Services; (b) send, store, or transmit viruses or other harmful computer code through or onto our Services; (c) gain or attempt to gain unauthorized access to our Services or systems; (d) interfere with or disrupt the integrity or performance of our Services; (e) create accounts for our Services through unauthorized or automated means; (f) collect the information of or about our Users in any impermissible or unauthorized manner; (g) sell, resell, rent, or charge for our Services; or (h) distribute or make our Services available over a network where they could be used by multiple devices at the same time.

Keeping Your Account Secure. User is responsible for keeping their device and Account safe and secure. Administrator must notify us and Member must notify any Administrator of their Workspace Provider promptly of any unauthorized use or security breach of your Account or our Services.

Third-party 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.

Licenses

Your Rights. We do not claim ownership of the information that you, User, submit for your Account or through our Services. You must have the necessary rights to such information that you submit for your Account or through our Services and the right to grant the rights and licenses in our Terms.

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 Workspace Provider, 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.

Your License to andcards. In order to operate and provide our Services, you, User or Workspace Provider, grant us a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform the information (including the content) that you upload, submit, store, send, or receive on or through our Services. The rights you grant in this license are for the limited purpose of operating and providing our Services (such as to allow us to display your information, transmit your information, store your information on our servers, and otherwise as described in our Privacy Policy).

andcards’ License to You. We grant you, User, 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 you 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.

Changing Your Account Information

As User, you must change your e-mail using our in-app change e-mail feature and transfer your Account to your new e-mail.

Changing Your Profile Information

As User, you may change your name, profile picture, and any other voluntarily provided information, create, modify or delete your Account information at any time.

Deleting Account

As User, you may delete your Account at any time by contacting us at support@andcards.com. When you delete your Account, your entire data is irreversibly and permanently deleted from our servers as well as any of your other information we no longer need to operate and provide our Services. If you only delete our Services from your device without contacting us at support@andcards.com, your information may be stored with us for a longer period. Please remember that when you delete your Account, it does not affect the information other Users have relating to you, such as their copy of your profile you shared with them.

Contacting our Customer Support

As User, you may be entitled to request to delete, restrict, correct, or receive a copy of the information collected about you. To the extent these rights apply in your country, they may be limited in some situations, for example where we are under a legal requirement to keep certain information. Should you wish to make a request, you may send an e-mail to support@andcards.com. Please indicate your country of residence in your correspondence.

Data Retention: We will retain your, User's, information as long as your Account is active, as needed to provide you services, or to administer our services. If you wish to cancel your Account or request that we no longer use your information to provide you services, contact us via e-mail support@andcards.com.

If your Account is inactive, we will maintain your Account for the length of time for which we reasonably expect you to reengage with our services. After such period, we will delete information, including your email address and log-in credentials, and you may no longer be able to access your Account. We will notify you before we delete your Account information so that you have the opportunity to keep your Account active.

We may still retain some of your 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 your request for access to update, delete, or correct inaccuracies to your information within 30 days.

Disclaimers

AS WOKRSPACE PROVIRED OR THE 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.

Limitation of Liability

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 VENUES 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.

Indemnification

As User, you agree to defend, indemnify, and hold harmless the andcards Parties 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.

Dispute Resolution

Governing Law & Arbitration. All disputes which may arise between us and Workspace Provider, 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 Workspace Provider in relation to the Services shall be settled as stipulated by Workspace Provider's policies, agreement or other similar document between them.

Availability and Termination of Our Services

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.

Termination. We may modify, suspend, or terminate your access to or use of our Services anytime for any reason, such as if you, User or Workspace Provider, violate the letter or spirit of our Terms or create harm, risk, or possible legal exposure for us, our Users, or others. 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.”

Additional Terms

Unless a mutually executed agreement between Workspace Provider and us states otherwise, our Terms make up the entire agreement between Workspace Provider and the Users from one side and us from other side regarding andcards and our Services, and supersede any prior agreements.

We may ask Users to agree to additional terms for certain of our Services in the future, which will govern to the extent there is a conflict between our Terms and such additional terms.

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 Workspace Provider notice of amendments to our Terms, as appropriate, and update the “Last Modified” date at the top of our Terms. Workspace Provider shall notify you, its Member(s) and Administrator(s), about such changes in reasonable time. 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 Workspace Provider, 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, Workspace Provider 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).