andcards Terms of Use

Updated:November 30, 2021

andcards ("andcards Sp. z o.o.," "our," "we," or "us") KRS: 0000772992, NIP: PL5842781756, REGON: 38263506000000, provides proprietary software-as-a-service solutions including the andcards application(s), andcards website(s), White-Label Services as defined below, and API. Please read our Terms of Use carefully so you understand what you subscribe for when using our services. Before installing, accessing, or using our apps, services, features, software-as-a-service solutions, and\or website (collectively referred to as "Services"), you must agree to be bound by these Terms of Use ("Terms").

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.

Key Definitions

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

"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 Order Form.

"Customer'' (collectively "Customers" also referred as "you" and "your") means the entity or person placing an order for accessing any 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;

"Order Form" is the andcards-approved written electronic form to order the Services. It contains all of the details about your purchase, including your initial service period, billing period, products purchased and your fees.

"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 the Services.

"Subscription Term" or "Initial Service Term" or "Minimum Subscription Term" means the initial term of your subscription to Services, as specified on your Order Form(s).

"User" (collectively "Users") means any individual person, or end user, who interacts with Services.

More definitions provided in the Terms below.

About Our Services

Access. During the Subscription Term, we will provide your Users access to use Services as described in these Terms and the applicable Order Form. You must ensure that all access, use and receipt by your Users is subject to and in compliance with these Terms.

Registration. Users may choose 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 Customer and this Administartor 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. After using the link User first faces the terms and privacy policy of their Customer and only after acceptance of the latter User can proceed with the registration.

Each Administrator of Customer has the right to invite new Administrator(s) and\or Users on behalf of this Customer.

User agrees to receive email 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.

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.

Selling Offers and Offer Time. As a Customer, you may use the Services to sell access to your products and services (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 Users; (ii) ready to use by and delivered to any Users 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 Users resulting from the use of the Services. Notwithstanding the foregoing, we act as a limited authorized agent for the purpose of accepting payments from Users who purchased your Offers on your behalf and responsible for transmitting such payments to you.

Offer Fees. As a Customer, you may indicate the fee amounts for purchasing your Offers by Users ("Offer Fees"), and authorize us to accept and collect payment information from Users 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. Users may use the Services to purchase the Offers provided by Customer through the Services, subject to meeting any requirements (such as completing any verification processes) set by us and the Customer from whom Users purchase the Offers.

Refunds. Users can be refunded for cancellations by Customer directly in accordance with the Customer’s policy, agreement or other similar document between such Users and their Customer. If Customer decides to cancel the purchase of Offers pursuant to the Terms, Users 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.

Other Fees. Users and Customer are responsible for all carrier data plan and any other fees and taxes associated with the use of our Services.

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 of fourteen (14) days or such other 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 the 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.

Privacy Policy and User Data

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

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

For using our Services each User must agree with these Terms and his\her Customer's privacy policy. Customer is responsible for collecting and processing of all consents related to its Users including consents to these Terms.

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.

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

By paying for our Services, Customer 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 Customer uses our Services. Customer 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 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 Data Processing Agreement between andcards and such Customer. And Customer can provide us with personal data and information of its clients through adding information about Users 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 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.

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

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 the Data Processing Agreement between us and such Customer.

Users can find the terms of Customer's data processing in such Customer's privacy policy.

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.

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.

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.

Hateful Conduct. Users may not use Services to promote violence against or directly attack or threaten other people on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease. We also do not allow accounts whose primary purpose is inciting harm towards others on the basis of these categories.

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.

White-Label Services

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.

Acceptable Use of Our Services

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.

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.

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: (a) violate, misappropriate, or infringe the rights of andcards, 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; or (g) violate European Union's and other jurisdictions’ export control and sanctions laws and regulations.

Harm to andcards or Our Users. 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: (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 Account Secure. User is responsible for keeping their device and Account safe and secure. Administrator must notify us and User must notify any Administrator of their Customer promptly of any unauthorized use or security breach of 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.

Application Programming Interface

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.

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.

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).

Licenses

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.

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.

Your License to andcards. In order to operate and provide our Services, you 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 and your Users 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 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.

Changing Account Information

Users must change their e-mail using our in-app change e-mail feature and transfer Account to the new e-mail.

Changing Profile Information

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

Deleting Account

Users may delete Account at any time by contacting us at support@andcards.com. When Users delete Account, the entire data is irreversibly and permanently deleted from our servers as well as any of other information we no longer need to operate and provide our Services. If Users only delete our Services from device without contacting us at support@andcards.com, the information may be stored with us for a longer period.

Contacting our Customer Support

Users may be entitled to request to delete, restrict, correct, or receive a copy of the information collected about them. 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 support@andcards.com. Users must indicate a country of residence in the correspondence.

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 request for access to update, delete, or correct inaccuracies to User information within 30 days.

Fees, Cancellations, and Subscription Terms

Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your active users or other applicable limits made known to you before the start of the subscription, (ii) you upgrade products or add-ons, (iii) you subscribe to additional features or products, or (iv) otherwise agreed to in your Order Form. We may also choose to decrease your fees upon written notice to you.

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.

Payment by bank card. If you are paying by bank card, 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.

Payment against invoice or with a direct debit. If you are paying by invoice or direct debit, 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.

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.

Term and Renewal. Your initial subscription term will be specified in your Order Form, and, unless otherwise specified in your Order Form, your subscription will automatically renew according to your choice of monthly or annual billing.

Cancellation. 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.

Disclaimers

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.

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 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.

Indemnification

Users and Customer(s) 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.

Dispute Resolution

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.

Availability, Suspension, and Termination of 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. You may check the availability of our services on our website: https://status.andcards.com/.

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.

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 suspend your access to any or all of the Services seven (7) days after such notice. 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 the Service.

Additional Terms

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.

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 Customer notice of amendments to our Terms, as appropriate, and update the “Last Modified” date at the top of our Terms. Customer shall notify Users, 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 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).