Terms and Conditions for Videola.io by Gruveo

Effective starting: March 19, 2019

INTRODUCTORY CLAUSES

(i) These Terms and Conditions govern your use of the Videola.io platform-as-a-service (“Platform”) intended for business customers (so-called “API users” – “Customer” or “you”) as well as all accessory services that are made available through the Platform (“Services”). The Platform enables the Customers to add video and voice calling, as well as other functionality, to the customer’s web or mobile applications that may be used by the customer’s end-users (“Customer’s end-users”).

(ii) These Terms and Conditions also regulate your relationship with Gruveo, s.r.o., a limited liability company incorporated under the laws of Slovakia, with its registered seat at Dénešova 71, 040 23 Košice, the Slovak Republic, identification No.: 50 026 232, registered with the Commercial Registry of Municipal Court in Košice I, section: Sro, insert No.: 38211/V (“we”, “us”, or “Gruveo”). Please read them carefully as they affect your rights and liabilities under the law. If you do not agree with these Terms and Conditions, please do not use the Platform and/or the Services. If you have any questions on these Terms and Conditions, please contact us via support@videola.io.

(iii) The Platform and the Services are operated by us. By using the Platform and/or Services you agree to be bound by these Terms and Conditions that constitute the binding agreement (“Agreement”) between you and Gruveo (“Parties“ and each individual party also as the “Party“). These Terms and Conditions set out the legally binding terms for your use of the Platform and/or the Services and are available on the website https://videola.io (“Website”).

(iv) This Agreement includes Gruveo’s policy for acceptable use and content posted or shared through the Platform and/or the Services, your rights, obligations and restrictions regarding your use of the Platform and/or the Services and Gruveo’s Data Protection Agreement.

THE AGREEMENT (TERMS AND CONDITIONS)

1. SUBJECT MATTER OF THE AGREEMENT

1.1. On the basis of this Agreement and under the conditions stipulated herein Gruveo undertakes to provide you as our Customer with the Services as follows:

1.1.1. Access to the Platform’s functionality and infrastructure via the Gruveo Embed API for web as well as the mobile SDKs for Android and iOS operating systems;

1.1.2. Upon the request of the Customer, call recording functionality with uploading of call recordings to the Customer’s servers.

1.2. The setup and basic usage instructions of the Platform for Android and iOS and other technical requirements are accessible via the Website.

1.3. You shall pay the Gruveo remuneration for the provision of the Platform and the Services in the amount and under the terms stipulated in Art. 3 and 4 hereof.

2. GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES

2.1. Gruveo undertakes to provide the Services in a professional manner, in compliance with good industry practice and within the agreed scope and quality.

2.2. You are entitled to issue the request to Gruveo whether you are interested in the usage of call recording functionality; in such event you shall send Gruveo your access credentials for your servers where the call recordings should be uploaded.

2.3. Upon request of Gruveo, you undertake to provide Gruveo with all information, documents, materials and other cooperation necessary for due and timely performance of Gruveo’s obligations hereunder. You are responsible for the accuracy of any information, data and/or documents disclosed and/or provided to Gruveo in connection with the Services.

3. REMUNERATION

3.1. Gruveo shall be remunerated for the Services provided to the Customer under this Agreement in accordance with its pricing policy accessible via the website: https://videola.io/pricing/ (“Videola.io Pricing Policy”).

3.2. Any expenses in addition to those paid pursuant to Videola.io Pricing Policy must be agreed upon by Gruveo and the Customer separately in writing.

3.3. In case of the termination of the Agreement by the Customer, the Customer is obliged to pay for the Services already provided by Gruveo.

4. PAYMENT CONDITIONS

4.1. When you order the Services, you will have to provide us with your payment data and the monthly payment via a subscription payment link that Gruveo sends you. Once the payment is processed, Gruveo gives you your Platform access credentials. The payment for the Services will be automatically charged by means of wire transfer on a monthly basis on the calendar day corresponding to the commencement day of the provision of the Services.

4.2. You may cancel your order of the Services at any time. Once you cancel the order, you will continue to have access to the Platform through the end of given monthly billing period. To the extent permitted by the applicable law, the payments are non-refundable.

4.3. From time to time, Gruveo will also be sending payment requests to the Customer for:

4.3.1. any recording charges for call recording functionality (if the service is requested by the Customer);

4.3.2. any overage participant connection charges incurred (if the Customer exceeds its subscription plans).

The Customer shall pay these payments by means of wire transfer pursuant to the instructions in the payment request.

4.4. Gruveo shall issue invoices for its Services carried out pursuant to the Agreement to the Customer on the monthly basis no later than on fifteenth (15.) day of each calendar month following the month in which the services to be invoiced were performed.

4.5. Gruveo undertakes to ensure that all invoices issued under this Agreement will be correct and complete and will contain all statutorily required information (in particular, but not limited to, those required under the Act No. 222/2004 Coll. on Value Added Tax as amended).

4.6. In case of delay with payments of the invoices pursuant to Art. ‎4.3 hereof, the Customer is obliged to pay to Gruveo the interest for the late payment in the amount of 0,05 % p.a.

5. USE THE SERVICES BY THE CUSTOMER AND CUSTOMER’S END-USERS

5.1. The Services (including the Platform) are made available to the Customer in accordance with the documentation provided via the following website of Gruveo: https://videola.io/docs/, if not specifically agreed otherwise.

5.2. You as the Customer are solely responsible towards Gruveo for using of the Services.

5.3. You are obliged to inform your end-users that they are responsible for the content that they publish, upload, post or display through the Platform or any material and information that the your end-users transmit to other end-users via Platform (including, but not limited to, any text messages, live calls files, photos, videos, video comments, and for all your end-users interactions arising out of, or relating to the conduct of your end-users or anyone else in connection with the use of the Service with other users). You are obliged to inform your end-users about the illegal or prohibited activities via Platform and Services pursuant to Art. ‎5.4 hereof.

5.4. You undertake not to use the Platform and Services for any illegal or prohibited activities or projects, in particular for the activities or projects that:

5.4.1. are patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

5.4.2. harass or advocate harassment of another person;

5.4.3. involve the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”;

5.4.4. promote information that to your knowledge is false or misleading, or promote or involve illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;

5.4.5. promote an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or video or links to pirated music or video files;

5.4.6. contain restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);

5.4.7. provide material that exploits people under the age of 18 in a sexual or violent manner, or solicit personal information from anyone under 18;

5.4.8. provide instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; or

5.4.9. solicit passwords or personal identifying information for unlawful purposes from users.

5.5. You shall use the Services in a manner consistent with any and all applicable laws and regulations. You shall also ensure that no viruses or other malicious code will be uploaded or shared through the Platform and the Services.

5.6. You shall abstain from any activities that could facilitate or encourage any violations of this Agreement, any other Gruveo’s policies, or any right of the third person.

6. GRUVEO’S RIGHTS AND OBLIGATIONS WITHIN PROVISION OF THE SERVICES

6.1. Gruveo shall not in any way monitor your end-users of the Services, nor does Gruveo inquire into the backgrounds of your end-users or attempt to verify the statements of your end-users. Gruveo makes no representations or warranties as to the conduct of your end-users.

6.2. Gruveo shall not monitor or block or remove the communication of your end-users carried out via the Platform and Services and any other content that they publish, upload, post or display through the Platform and the Services or any material and information that your end-users transmit to other end-users via Platform and Services.

6.3. Gruveo represents and warrants that the recordings of the communication (in particular, calls) of your end-users via the Platform are carried out only in live regime on Gruveo’s servers and only during the live processing of the communication and during the time necessary for technical post-processing operations and uploading of the recordings of the communication to your servers; abovementioned recordings of the communication are forever removed from Gruveo’s servers immediately after the ending of upload to your servers. For the sake of completeness, Gruveo acknowledges that post-processing operations of the recordings of the communication and uploading them to your servers generally take a few seconds after the communication is ended.

6.4. Gruveo reserves the right to refuse or stop access to the Services anytime provided that you use the Services for illegal or prohibited activity or projects, in particular for the activities or projects pursuant to Art. ‎5.4 hereof.

6.5. The Parties are aware that illegal or unauthorized use of the Services is prohibited. Appropriate legal action may be taken by Gruveo for any illegal or unauthorized use of the Services. Gruveo reserves the right to cooperate with appropriate law enforcement agencies with respect to any activities conducted via the Platform that may violate any applicable laws.

7. INTELLECTUAL PROPERTY

7.1. The content of the Platform and Services is protected by copyright, database rights and other intellectual property rights. Gruveo retains and reserves all copyright, trademark, intellectual and other property rights pertaining to the Platform, its development and/or use. Gruveo provides to the Customer the access to the Platform’s functionality and infrastructure pursuant to the terms and conditions of this Agreement.

7.2. You may not post, distribute, or reproduce through the Platform any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. In case the Customer is in breach of this obligation and takes any action that may harm any rights of intellectual property of any person, Gruveo assumes no responsibility, nor liability for any infringements of the Customer’s or any third party’s rights to intellectual property.

8. CONFIDENTIALITY AND DATA PROTECTION

8.1. The Parties undertake not to disclose to a third party any confidential information which they have become acquainted with or which has been provided (made available) to them by the other Party in the course of performance of the Services and/or other services and tasks related thereto. The confidentiality duty shall continue even after the termination of the Agreement without any time limitation.

8.2. The “confidential Information” referred to in this Agreement is defined as any information, facts, materials or data – technical, commercial or otherwise – whether documented or not, which the Parties have learned or which have been provided (made available) to them for the purpose of performance of the Services, with the exception of:

8.2.1. information publicly known or publicly accessible otherwise than by breach of the contents of this Agreement by either of the Parties;

8.2.2. information, which the Party can prove beyond doubt were already in its possession before their disclosure by the other Party;

8.2.3. information independently developed or created by the Party without any use of or reference to the information provided by the other Party;

8.2.4. information, which the Party has received or will receive from any third party, without being bound by the confidentiality duty in relation to that third party.

8.3. In cases referred to in art. ‎8.2 hereof, the Party is not entitled to disclose to a third party that it obtained the same information also from the other Party under this Agreement.

8.4. For the purpose of this Agreement the Parties have agreed that the directors, employees, advisors, representatives, and consultants of the Parties who are – due to their position in or towards the Parties – fully entitled to learn about the confidential information and whose entitlement to receive the confidential information has been expressly confirmed by the executive directors (CEO) of the Parties, shall not be considered third parties towards which the confidentiality duty shall be applied by the Parties (“Authorised Persons”).

8.5. The Parties undertake to ensure that the Authorised Persons do not disclose the confidential information to any third party. It is thus the responsibility of each Party to ensure that the Authorised Persons who are likely to come into contact with the information of a confidential nature, are informed to maintain the same level of confidentiality as the Parties themselves under this Agreement.

8.6. The Parties undertake to comply with the data protection laws applicable in the jurisdiction of Gruveo. Terms and conditions of personal data processing are included in Annex No. 1 available at: https://videola.io/dpa/.

8.7. The Customer acknowledges that they read the Privacy Policy of Gruveo that is available at the Website.

9. ASSIGNMENT OF RIGHTS AND OBLIGATIONS

9.1. Neither this Agreement nor any rights or obligations hereunder may be assigned or otherwise transferred, in whole or in part, to any third party without prior written consent of the other Party. Any such assignment or transfer without prior written consent shall be invalid and ineffective. Such consent shall not be unreasonably withheld or delayed by the Parties. The Agreement shall be binding upon the Parties’ legal successors and their assignees accordingly.

10. DURATION AND TERMINATION OF THE AGREEMENT

10.1. This Agreement has been entered into for an indefinite period of time, unless otherwise agreed between the Parties in writing.

10.2. You are entitled to terminate this Agreement one-sidedly via a written notice delivered to Gruveo or via a means specified at the Website at any time without the need to state any reasons. The Agreement ceases to exist by the end of the given monthly billing period in which the termination notice is delivered to Gruveo.

10.3. Gruveo is entitled to terminate this Agreement one-sidedly via a written notice delivered to the Customer at any time without the need to state any reasons. The Agreement ceases to exist by the end of the third month after the month when the termination notice of Gruveo is delivered to the Customer.

10.4. Gruveo has a right to terminate the Agreement by notice in writing with immediate effect at any time during the term of the Agreement provided that the Customer breaches its obligation prescribed by Art. ‎5 or ‎7 hereof. The Agreement shall be terminated on fifteenth (15.) day following the delivery of a termination notice to the Customer, unless the Customer during the termination period takes sufficient steps to remedy the breach approved in writing by Gruveo. In such a case, the written approval of the steps taken by the Customer by Gruveo shall be deemed to constitute a withdrawal of termination notice.

10.5. The provisions of Art. ‎8.1 and ‎9.1 as well as other provisions hereof the nature of which implies that these should survive the termination hereof, shall not be affected by the termination of this Agreement.

11. FORCE MAJEURE

11.1. No Party shall be held liable for non-fulfilment of its obligations under the Agreement, in whole or in part, as a result of events beyond its reasonable control, which prevent the Party from complying with any of its obligations under the Agreement. Such events shall include, without limitation, acts of God (such as earthquakes, fires, drought, tidal waves, floods or other natural disasters), strikes (unless solely restricted to employees of the Party), lockouts, riots, acts of war, insurrections, invasions, mobilisation, acts of terrorism, embargoes, epidemics, governmental laws and regulations imposed or amended after the conclusion of the Agreement, communication line failures or power failures (“Force Majeure Events”). Delays in delivery or completion dates due to the Force Majeure Events shall automatically extend such dates for additional period equal to the duration of the Force Majeure Events. In the event such non-performance lasts for a period of sixty (60) days or more, either Party is entitled to terminate the Agreement by giving written termination notice to the other Party.

11.2. Either Party is obliged to notify the other Party without undue delay about the occurrence of the Force Majeure Events in order to obtain the relief pursuant to Art. ‎12.2 hereof.

12. LIMITATION OF LIABILITY AND WAIVERS

12.1. If Gruveo is in breach of these Agreement, Gruveo is only responsible for any losses that the Customer suffer as a direct result of such a breach, to the extent that they are a foreseeable consequence to both of the Parties at the time of the conclusion of the Agreement. Gruveo liability shall not in any event include business losses of the Customer such as lost data, lost profits or business interruption. No limitation of liability applies in case the damage is caused to the Customer due to proven intentional conduct of Gruveo.

12.2. In addition to the Force Majeure Events, Gruveo’s liability shall be limited as follows:

12.2.1. Gruveo shall be liable for the damage to Customer’s property only to the maximum extent of EUR 5 000,- (in words: five thousand euros).

12.3. Gruveo shall not be responsible or liable for:

12.3.1. loss of data caused by the Customer or the Customer’s end-users;

12.3.2. any incorrect, inaccurate or unlawful content communicated through the Platform or in connection with the Services provided, whether caused by the Customer’s end-users or by any of the equipment or programming associated with or utilized;

12.3.3. the conduct, whether online or offline, of any the Customer’s end-users;

12.3.4. any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Customer’s or Customer’s end-users communication;

12.3.5. any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, or traffic congestion on the Internet or at any website or combination thereof, including any injury or damage to the Customer’s or the Customer’s end-users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Services;

12.3.6. any loss or damage, including personal injury or death, resulting from use of the Services or from any Customer’s or Customer’s end-users or third person’s content communicated via Platform or transmitted to Customer’s end-users, or any interactions between Customer’s end-users whether online or offline.

The same limitation of liabilities applies not only to all of the current features of the Platform and the Services, but also to any features that may be added/offered in future.

12.4. The Platform and the Services are provided “AS-IS” and Gruveo expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Gruveo cannot guarantee and does not promise any specific results from use of the Platform and/or the Services.

13. INDEMNITY

13.1. You undertake to indemnify Gruveo and repay all damages, costs, expenses, and losses suffered or incurred by Gruveo arising out of or in connection with any breach of the warranties, undertakings, covenants and obligations contained in this Agreement. At the request of Gruveo and at your own expense, you shall provide all reasonable assistance to enable Gruveo to resist any claim, action or proceedings brought against Gruveo as a consequence of that breach.

14. COMMUNICATION

14.1. All notices or requests required to be given under the Agreement shall be made in writing.

14.2. Unless otherwise provided herein, any notices, requests, invoices or other communication hereunder made in writing shall be delivered by email or registered mail or courier.

14.3. Any notices or requests hereunder shall be deemed to have been given:

14.3.1. if delivered by courier or registered mail, upon its delivery to the recipient or upon recipient’s refusal to take it over;

14.3.2. if sent by e-mail, upon three (3) days after its sending to the other Party.

14.4. Any changes of the Party’s postal address and/or e-mail address must be notified to the other Party without undue delay in accordance with the provisions of this article.

14.5. You may contact us via our email address support@videola.io anytime.

15. GOVERNING LAW AND JURISDICTION

15.1. This Agreement shall be governed by and construed in accordance with the laws of the Slovak Republic with exclusion of its conflict-of-laws provisions.

15.2. All disputes arising from or in connection with the Agreement between Parties shall be amicably settled by mutual consultation of Parties. If Parties do not conclude a written agreement about resolution of dispute not even in thirty (30) days from the delivery of written invitation to mutual consultation, each Party is entitled to submit the dispute to the competent court of the Slovak Republic.

16. FINAL PROVISIONS

16.1. Entire Agreement: The Agreement, together with its appendices constitutes the entire business agreement between the Parties and supersedes any and all prior agreements, arrangements and/or understandings, either written or oral, between the Parties relating to the subject matter of this Agreement.

16.2. Severance: If any provision of this Agreement is declared void, invalid, or illegal by a competent judicial or arbitration authority, the validity or legality of any of the other provisions and of the entire Agreement shall not be affected thereby and the Parties shall replace such provision with one as near in substance as possible to the original provision.

16.3. Amendments: We may update this Agreement from time to time for legal or regulatory reasons or to allow for the proper operation of the Platform and/or the Services. Any changes will be notified to you via a suitable announcement on the website or via a private message addressed to your email. The changes will apply to the use of the Platform and/or the Services after we have given notice. If you do not wish to accept the amend version of the Agreement you shall not continue to use the Platform and/or the Services. If you continue to use the Platform and/or the Services after the date on which the changes come into effect, your use of the Platform and/or Services indicates your agreement to be bound by the amend version of the Agreement.